UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Consists of 746,994 shares of Common Stock owned by Bigger Capital, 167,354 shares of Common Stock owned by District 2 CF, 143,000 shares of Common Stock held by Patricia Winter, the spouse of Mr. Bigger and an aggregate of 276,000 shares of Common Stock held by the sons of Mr. Bigger.

* Excludes shares deemed beneficially owned by Michael Bigger, the spouse of Ms. Winter.

ClearPoint Neuro, Inc., a Delaware corporation (the “Issuer”).

120 S. Sierra Avenue
Suite 100
Solana Beach, CA 92075

Bigger Capital Fund, LP (“Bigger Capital”)

2250 Red Springs Drive

Las Vegas, NV 89135

Citizenship: Delaware

Bigger Capital Fund GP, LLC (“Bigger GP”)

2250 Red Springs Drive

Las Vegas, NV 89135

Citizenship: Delaware

District 2 Capital Fund LP (“District 2 CF”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 Capital LP (“District 2”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 GP LLC (“District 2 GP”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 Holdings LLC (“District 2 Holdings”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

Michael Bigger

2250 Red Springs Drive

Las Vegas, NV 89135

Citizenship: USA

Patricia Winter

2250 Red Springs Drive

Las Vegas, NV 89135

Citizenship:Austria

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.01 par value (the “Common Stock”).

55347P209

As of December 31, 2022, Bigger Capital beneficially owned 746,994 shares of Common Stock.

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 746,994 shares of Common Stock beneficially owned by Bigger Capital.

As of December 31, 2022, District 2 CF beneficially owned 167,354 shares of Common Stock.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 167,354 shares of Common Stock beneficially owned by District 2 CF.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 167,354 shares of Common Stock beneficially owned by District 2 CF.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 167,354 shares of Common Stock beneficially owned by District 2 CF.

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 746,994 shares of Common Stock beneficially owned by Bigger Capital and (ii) 167,354 shares of Common Stock beneficially owned by District 2 CF. Mr. Bigger also may be deemed the beneficial owner of 143,000 shares of Common Stock owned by his spouse Patricia Winter and an aggregate of 276,000 shares of Common Stock held by the sons of Mr. Bigger. In addition, Mr. Bigger owns 23,316 shares of Common Stock in his IRA account.

Ms. Winter holds 143,000 shares.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF, Mr. Bigger disclaims beneficial ownership of the shares held by Patricia Winter and by the sons of Mr. Bigger, and Ms. Winter disclaims beneficial ownership of the shares of Common Stock held by Mr. Bigger. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on 24,554,557 shares of Common Stock outstanding as of November 3, 2022, as represented in the Company’s Form 10-Q for the period ended September 30, 2022.

As of the close of business on December 31, 2022, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 3.0% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (iii) Mr. Bigger may be deemed to beneficially own approximately 5.5% of the outstanding shares of Common Stock, and (iv) Ms. Winter may be deemed to beneficially own less than one percent of the outstanding Common Stock.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by District 2 CF. Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock held by Ms. Winter and the sons of Mr. Bigger.

Not Applicable.

See Exhibit 99.1. Previously Filed.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2023