UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 19, 2022, the Nasdaq Capital Market (“Nasdaq”) formally notified ClearPoint Neuro, Inc. (the “Company”) of the Company’s non-compliance with Nasdaq’s audit committee and compensation committee composition requirements set forth in Nasdaq Listing Rule 5605, which require, among other things, that each member of an audit committee and compensation committee be independent. The reported non-compliance was a result of Nasdaq’s interpretation that Matthew Klein, M.D. was not independent pursuant to Nasdaq Listing Rule 5605(a)(2)(D).
The Company annually reviews the independence of its Board of Directors (the “Board”) and committee members and had determined that Dr. Klein was independent. On May 13, 2022, the Board reconstituted its committees. Currently, the Audit Committee consists of Pascal E.R. Girin, as chair, Lynnette C. Fallon and R. John Fletcher, the Compensation Committee consists of B. Kristine Johnson as chair, and Timothy T. Richards, and the Corporate Governance and Nominating Committee consists of Timothy T. Richards, as chair, Lynnette C. Fallon, R. John Fletcher and Pascal E.R. Girin.
As a result of the foregoing, Nasdaq confirmed that the Company now complies with Nasdaq’s continued listing requirements set forth in Listing Rule 5605.
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: May 19, 2022 | CLEARPOINT NEURO, INC. | |
| By: | /s/ Danilo D’Alessandro | |
| Danilo D’Alessandro | ||
| Chief Financial Officer | ||