Subsequent Event |
9 Months Ended | ||||
|---|---|---|---|---|---|
Sep. 30, 2025 | |||||
| Subsequent Events [Abstract] | |||||
| Subsequent Event |
On November 6, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with IRRAS Holdings, Inc. (“IRRAS”), a medical technology company selling products used in neurocritical care, with an emphasis on treatments for intracerebral hemorrhage, chronic subdural hematoma, and other conditions requiring intracranial fluid management. Pursuant to the terms of the Merger Agreement, the Ignite Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“First Merger Sub”), will be merged with and into IRRAS (the “First Merger”), with IRRAS surviving the First Merger, and, immediately following the First Merger, IRRAS will merge with and into ClearPoint Holdings, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Second Merger Sub”), (the “Second Merger” and together with the First Merger, the “Merger”), with the Second Merger Sub surviving the Second Merger. If the Merger is completed, the Company will deliver closing consideration of $5.0 million in cash, payable at closing and 1,325,000 shares of the Company's common stock, issued at closing. As additional consideration for IRRAS’ stockholders, the Merger Agreement provides for the Company to pay earnout consideration during three one-year earnout periods equal to 25% of net sales of certain IRRAS products above certain thresholds. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions. On November 5, 2025, the Company entered into an agreement to access an additional $20.0 million in funding under the existing 2025 NPA, conditioned upon the closing of the Company's transaction to acquire IRRAS, and other customary closing conditions. The Company expects to use the additional funding to support integration activities, enhance working capital, and fund new growth initiatives for the combined business operations. |