Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

v3.25.1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders' Equity

8.

Stockholders’ Equity

2024 Public Offering

In March 2024, the Company completed a public offering of 2,653,848 shares of its common stock, composed of 2,307,694 shares of common stock offered at a public offering price of $6.50 per share and an additional 346,154 shares

of common stock sold pursuant to the exercise of the underwriters' option to purchase additional shares at the public offering price.

Net proceeds from the offering totaled approximately $16.2 million after deducting underwriting discounts and commissions, and other offering expenses paid by the Company.

The underwriting agreement contains representations, warranties, agreements and indemnification obligations by the Company that are customary for this type of transaction.

2024 At-The-Market (“ATM”) Equity Offering

In November 2024, the Company entered into the ATM Agreement to, from time to time, sell shares of its common stock having aggregate sales proceeds of up to $50 million, subject to the terms and conditions of the ATM Agreement. Through March 31, 2025, the Company did not issue any shares of common stock under the ATM Agreement.

Equity Compensation Plans

The Fifth Amended and Restated 2013 Incentive Compensation Plan became effective in May 2024. The plan permits the issuance of options, restricted stock, restricted stock units and other awards to selected employees, directors and consultants of the Company. The equity incentive plans are more fully described in Note 9 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Share-Based Compensation Expense

The Company records share-based compensation expense on a straight-line basis over the vesting periods of the related grants and recognizes forfeitures as they occur. The following table sets forth share-based compensation expense included in the condensed consolidated statements of operations:

 

Three Months Ended March 31,

 

 

(in thousands)

 

 

2025

 

 

2024

 

Cost of revenue

 

$

32

 

 

$

22

 

Research and development

 

 

484

 

 

 

337

 

Sales and marketing

 

 

491

 

 

 

421

 

General and administrative

 

 

901

 

 

 

724

 

Share-based compensation expense

 

$

1,908

 

 

$

1,504

 

Share-based compensation expense by type of share-based award is summarized below:

 

Three Months Ended March 31,

 

 

(in thousands)

 

 

2025

 

 

2024

 

Stock options

 

$

110

 

 

$

208

 

RSAs and RSUs

 

 

1,727

 

 

 

1,236

 

ESPP

 

 

71

 

 

 

60

 

 

$

1,908

 

 

$

1,504

 

 

Total unrecognized compensation expense by type of award and the weighted-average remaining requisite period over which such expense is expected to be recognized (in thousands, unless otherwise noted):

 

March 31, 2025

 

 

Unrecognized
Expense

 

 

Remaining
Weighted-
Average
Recognition
Period (in years)

 

Stock options

 

$

190

 

 

 

0.76

 

RSAs and RSUs

 

$

13,309

 

 

 

2.28

 

Stock Option Activity

Stock option activity under the Company’s current and previous plans during the three months ended March 31, 2025 is summarized below:

 

Stock
Options

 

 

Weighted-
average
Exercise
price
per share

 

 

Weighted-
average
Remaining
Contractual
Life (in years)

 

 

Intrinsic
Value
(in thousands)(1)

 

Outstanding at December 31, 2024

 

 

1,376,396

 

 

$

6.48

 

 

 

 

 

 

 

Exercised

 

 

(11,906

)

 

$

7.92

 

 

 

 

 

 

 

Forfeited or expired

 

 

(11,875

)

 

$

42.02

 

 

 

 

 

 

 

Outstanding at March 31, 2025

 

 

1,352,615

 

 

$

6.16

 

 

 

4.50

 

 

$

8,897

 

Exercisable at March 31, 2025

 

 

1,271,096

 

 

$

5.93

 

 

 

4.30

 

 

$

8,717

 

Vested and expected to vest at March 31, 2025

 

 

1,352,615

 

 

$

6.16

 

 

 

4.50

 

 

$

8,897

 

 

(1)

Intrinsic value is calculated as the estimated fair value of the Company’s stock at the end of the related period less the option exercise price of in-the-money options.

Restricted Stock Award Activity

Restricted stock award ("RSA") activity for the three months ended March 31, 2025 is summarized below:

 

Restricted Stock
Awards

 

 

Weighted-
Average
Grant
Date Fair Value

 

Outstanding at December 31, 2024

 

 

154,210

 

 

$

11.12

 

Vested

 

 

(12,996

)

 

$

8.18

 

Forfeited or expired

 

 

(1,753

)

 

$

11.41

 

Outstanding at March 31, 2025

 

 

139,461

 

 

$

11.39

 

 

Restricted Stock Unit Activity

Restricted stock unit ("RSU") activity for the three months ended March 31, 2025 is summarized below:

 

Restricted Stock
Units

 

 

Weighted-
Average
Grant
Date Fair Value

 

Outstanding at December 31, 2024

 

 

1,657,760

 

 

$

6.76

 

Granted

 

 

541,771

 

 

$

13.55

 

Vested

 

 

(455,585

)

 

$

7.20

 

Forfeited or expired

 

 

(14,579

)

 

$

6.86

 

Outstanding at March 31, 2025

 

 

1,729,367

 

 

$

8.77

 

ESPP

On June 3, 2021, the Company’s stockholders adopted and approved the ClearPoint Neuro, Inc. Employee Stock Purchase Plan (the “ESPP”), which allows eligible employees to acquire shares of the Company’s common stock through payroll deductions at a discount to market price. A total of 400,000 shares of the Company’s common stock were made available for issuance pursuant to the terms of the ESPP. Each offering period is for six months, and the first offering period commenced on July 1, 2021. On March 31, 2025, 138,998 shares of common stock were available for issuance under the ESPP.