11. Stockholders' Equity

2025 Stock Purchase Agreement

On May 12, 2025, the Company entered into a Stock Purchase Agreement (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 the Company’s common stock 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 follow-on 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 pursuant to the exercise of the underwriters' option to purchase additional shares at the public offering price.

Net proceeds from the offering total 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 At-The-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company, Incorporated, as sales agent (the “ATM Agreement”) to, from time to time, sell shares of its common stock having aggregate sales proceeds of up to $50.0 million, subject to the terms and conditions of the ATM Agreement. As of December 31, 2025, the Company did not issue any shares of common stock under the ATM Agreement.

Equity Compensation Plans

The Sixth Amended and Restated 2013 Incentive Compensation Plan (the “2013 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 stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and other awards to selected employees, directors, and consultants of the Company. The total number of shares of the Company’s common stock reserved for issuance under the 2013 Plan is 6,806,250 of which unvested awards covering 2,528,939 shares were outstanding as of December 31, 2025 and 1,340,527 shares remained available for grants under the 2013 Plan as of that date.

Share-Based Compensation Expense

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

Stock Option Activity

Options granted under the 2013 Plan must have an exercise price equal to at least 100% of fair market value of the Company's common stock on the date of grant. The options generally have a maximum contractual term of ten years and vest in accordance with the individual award agreements.

There were no stock options granted during 2025 or 2024.

The total intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 was $0.4 million and $0.1 million, respectively, and represents the difference between the exercise price of the option and the fair value of the common stock on the dates exercised. The total grant-date fair value of stock options vested during each of the years ended December 31, 2025 and 2024 was $0.6 million and $0.8 million, respectively.

The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant. The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation model.

Restricted Stock Activity

The Company issues RSAs and RSUs. RSAs are grants that entitle the holder to acquire shares of the Company's common stock at zero cost. The shares covered by a RSA cannot be sold, transferred, pledged, assigned or otherwise disposed of until the award vests. A RSU is a promise by the Company to issue a share of its common stock upon vesting of the award. Both RSAs and RSUs vest in annual installments over a two to three-year period, contingent on the holder's continued employment with the Company.

RSUs are granted to the Company’s non-employee directors on the day following an annual meeting of stockholders and they vest on the earlier of the first anniversary of the grant date or the day immediately preceding the next annual meeting of stockholders.

The estimated fair value of both RSAs and RSUs is based on the closing market value of the Company's common stock on the date of grant. The total fair value of RSAs and RSUs that vested during the years ended December 31, 2025 and 2024 was $6.1 million and $4.9 million, respectively.

Employee Stock Purchase Plan

In June 2021, the Company's stockholders adopted and approved the ClearPoint Neuro, Inc. Employee Stock Purchase Plan (the “ESPP”). In May 2025, the ESPP was amended to increase the number of shares of common stock reserved for issuance from 400,000 to 700,000 shares. The ESPP provides eligible employees the opportunity to purchase shares of common stock at the lower of 85% of the fair market value on either the first day or the last day of the applicable offering period, by having withheld from their salary an amount up to 15% of their compensation. No employee may purchase more than $25,000 worth of common stock (calculated at the time the purchase right is granted) in any calendar year, nor may any employee purchase more than 3,500 shares in any six-month purchase period. There are 382,463 shares remaining available for grant under the ESPP as of December 31, 2025.

The ESPP is deemed to be compensatory, and therefore, ESPP expense has been included in share-based compensation expenses in the consolidated statements of operations for the years ended December 31, 2025 and 2024.

During the year ended December 31, 2025, 56,535 shares were purchased under the ESPP at an average per share price of $9.88.