Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

v3.25.3
Stockholders’ Equity
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Stockholders' Equity

8.

Stockholders’ Equity

2025 Stock Purchase Agreement (“2025 SPA”)

On May 12, 2025, the Company entered into the 2025 SPA with the 2025 investor relating to the purchase and sale in a registered direct offering of an aggregate of 275,808 shares of Company’s common stock, par value $0.01 per share at a price of $12.69 per share, based on the trailing 30-trading day volume-weighted average price of the Company’s common stock. The aggregate net proceeds to the Company from the offering totaled approximately $3.3 million after deducting offering expenses payable by the Company.

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. The Company has not issued any shares of common stock under the ATM Agreement.

Equity Compensation Plans

The Sixth Amended and Restated 2013 Incentive Compensation Plan became effective in May 2025, which amended the previous plan to increase the number of shares of common stock available for awards by 700,000 shares. 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 and the 2025 Proxy.

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 September 30,

 

(in thousands)

 

2025

 

 

2024

 

Cost of revenue

 

$

31

 

 

$

31

 

Research and development

 

 

501

 

 

 

461

 

Sales and marketing

 

 

550

 

 

 

537

 

General and administrative

 

 

940

 

 

 

875

 

Share-based compensation expense

 

$

2,022

 

 

$

1,904

 

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

Cost of revenue

 

$

100

 

 

$

82

 

Research and development

 

 

1,558

 

 

 

1,204

 

Sales and marketing

 

 

1,674

 

 

 

1,482

 

General and administrative

 

 

2,867

 

 

 

2,436

 

Share-based compensation expense

 

$

6,199

 

 

$

5,204

 

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

 

Three Months Ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

Stock options

 

$

40

 

 

$

151

 

RSAs and RSUs

 

 

1,923

 

 

 

1,719

 

ESPP

 

 

59

 

 

 

34

 

 

$

2,022

 

 

$

1,904

 

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

Stock options

 

$

233

 

 

$

554

 

RSAs and RSUs

 

 

5,765

 

 

 

4,495

 

ESPP

 

 

201

 

 

 

155

 

 

$

6,199

 

 

$

5,204

 

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):

 

September 30, 2025

 

 

Unrecognized
Expense

 

 

Remaining
Weighted-
Average
Recognition
Period (in years)

 

Stock options

 

$

67

 

 

 

0.43

 

RSAs and RSUs

 

$

10,337

 

 

 

1.87

 

 

Stock Option Activity

Stock option activity during the nine months ended September 30, 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

 

 

(18,906

)

 

$

6.64

 

 

 

 

 

 

 

Forfeited or expired

 

 

(36,311

)

 

$

32.15

 

 

 

 

 

 

 

Outstanding at September 30, 2025

 

 

1,321,179

 

 

$

5.78

 

 

 

4.06

 

 

$

21,166

 

Exercisable at September 30, 2025

 

 

1,278,712

 

 

$

5.70

 

 

 

3.95

 

 

$

20,584

 

Vested and expected to vest at September 30, 2025

 

 

1,321,179

 

 

$

5.78

 

 

 

4.06

 

 

$

21,166

 

 

(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 nine months ended September 30, 2025 is summarized below:

 

Restricted Stock
Awards

 

 

Weighted-
Average
Grant
Date Fair Value

 

Outstanding at December 31, 2024

 

 

154,210

 

 

$

11.12

 

Vested

 

 

(136,116

)

 

$

11.28

 

Forfeited or expired

 

 

(1,753

)

 

$

11.41

 

Outstanding at September 30, 2025

 

 

16,341

 

 

$

9.77

 

Restricted Stock Unit Activity

Restricted stock unit (“RSU”) activity for the nine months ended September 30, 2025 is summarized below:

 

Restricted Stock
Units

 

 

Weighted-
Average
Grant
Date Fair Value

 

Outstanding at December 31, 2024

 

 

1,657,760

 

 

$

6.76

 

Granted

 

 

638,482

 

 

$

13.33

 

Vested

 

 

(617,218

)

 

$

7.07

 

Forfeited or expired

 

 

(25,017

)

 

$

8.01

 

Outstanding at September 30, 2025

 

 

1,654,007

 

 

$

9.16

 

ESPP

In June 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. In May 2025, the ESPP was amended to increase the number of common shares

reserved for issuance from 400,000 to 700,000 shares. During the first offering period of 2025, 30,610 shares were purchased at an average offering price of $10.15.