UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2021 (April 12, 2021)
CLEARPOINT NEURO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34822 | 58-2394628 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
5 Musick
Irvine, California 92618
(Address of principal executive offices, zip code)
(949) 900-6833
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | CLPT | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Resignation of Director for Any Reason Other than Disagreement with the Company.
On April 12, 2021, John N. Spencer, Jr. notified ClearPoint Neuro, Inc. (the “Company”) of his decision to retire from the Company’s Board of Directors (the “Board”), not stand for reelection and resign as a member of the Board and the Company’s Audit Committee effective immediately prior to the commencement of the Company’s 2021 Annual Meeting of stockholders to be held on June 3, 2021 (the “2021 Annual Meeting”). On April 12, 2021, the Board accepted Mr. Spencer’s resignation. Upon his retirement, the size of the Board shall decrease from seven to six members. After more than a decade on the Board, Mr. Spencer elected to voluntarily step down from the Board and retire. Accordingly, Mr. Spencer’s decision to resign was not related to any disagreement with the Company over any of its operations, policies, or practices.
| Item 7.01. | Regulation FD Disclosure. |
On April 13, 2021, the Company issued a press release announcing Mr. Spencer’s decision to not stand for re-election. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release, dated April 13, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 13, 2021 | CLEARPOINT NEURO, INC. | |
| By: | /s/ Joseph M. Burnett | |
| Joseph M. Burnett | ||
| Chief Executive Officer and President | ||