0001285550FALSE00012855502023-03-032023-03-03

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):
March 3, 2023
_________________________________________
CLEARPOINT NEURO, INC.
(Exact name of registrant as specified in its charter)
_________________________________________
 
Delaware
001-3482258-2394628
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
120 S. Sierra Ave., Suite 100
Solana Beach, CA 92075
(Address of principal executive offices, zip code)
(888) 287-9109
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareCLPTNasdaq 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 o
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. o


Item 1.01     Entry into a Material Definitive Agreement.
On March 3, 2023, ClearPoint Neuro, Inc. (the “Company”) entered into amendments to the Company’s existing employment agreements with Joseph M. Burnett, the President and Chief Executive Officer, Danilo D’Alessandro, the Chief Financial Officer, and Mazin Sabra, the Chief Operating Officer. The principal terms of the amendments are described in Item 5.02 below, which description is incorporated by reference into this Item 1.01.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2023, the Company entered into amendments to the Company’s existing employment agreements with Joseph M. Burnett, the President and Chief Executive Officer, Danilo D’Alessandro, the Chief Financial Officer, and Mazin Sabra, the Chief Operating Officer.
The uniform amendments to Mr. Burnett’s, Mr. D’Alessandro’s, and Mr. Sabra’s employment agreements (i) extend certain severance benefits upon a non-renewal of the employment agreement by the Company at the end of the then-current term; (ii) adjust the portion of outstanding awards that will accelerate upon certain qualifying termination events; (iii) provide for unlimited paid time off subject to the Company’s policies; and (iv) revise the defined terms “Termination Upon Expiration,” “Termination Without Cause” and “Voluntary Termination” to provide updated context to Section 8 concerning certain compensation benefits and continuing obligations following the termination of their respective employment agreements.
The foregoing description of the amendments to Mr. Burnett’s, Mr. D’Alessandro’s, and Mr. Sabra’s employment agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amendments, which are included as Exhibits 10.1-10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item  9.01     Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberDescription
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: March 3, 2023
CLEARPOINT NEURO, INC.
 
By:
/s/ Danilo D’Alessandro
Danilo D’Alessandro
Chief Financial Officer