Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

v3.26.1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders' Equity

10.

Stockholders’ Equity

 

2025 Stock Purchase Agreement (“2025 SPA”)

On May 12, 2025, the Company entered into the 2025 SPA with TPC Investments III, LP, an affiliate of Oberland Capital Management, 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 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 March 31, 2026, 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 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 equity incentive plans are more fully described in Note 11 to the consolidated financial statements in the 2025 Form 10-K.

The Company's equity awards provide for net share settlement, pursuant to which shares otherwise issuable upon vesting are withheld to satisfy executive managements' statutory tax withholding obligations. The Company remits cash to the applicable taxing authorities related to these withheld shares at the time of vesting.

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)

 

2026

 

 

2025

 

Cost of revenue

 

$

52

 

 

$

32

 

Research and development

 

 

473

 

 

 

484

 

Sales and marketing

 

 

652

 

 

 

491

 

General and administrative

 

 

1,041

 

 

 

901

 

Share-based compensation expense

 

$

2,218

 

 

$

1,908

 

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

 

Three Months Ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Stock options

 

$

28

 

 

$

110

 

RSAs and RSUs

 

 

2,043

 

 

 

1,727

 

ESPP

 

 

147

 

 

 

71

 

 

$

2,218

 

 

$

1,908

 

 

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

 

March 31, 2026

 

 

Unrecognized
Expense

 

 

Remaining
Weighted-
Average
Recognition
Period (in years)

 

RSUs

 

$

15,618

 

 

 

2.32

 

Stock Option Activity

Stock option activity during the three months ended March 31, 2026 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, 2025

 

 

1,302,072

 

 

$

5.78

 

 

 

 

 

 

 

Exercised

 

 

(50,692

)

 

$

3.83

 

 

 

 

 

 

 

Forfeited or expired

 

 

(1,875

)

 

$

12.40

 

 

 

 

 

 

 

Outstanding at March 31, 2026

 

 

1,249,505

 

 

$

5.85

 

 

 

3.60

 

 

$

5,388

 

Exercisable at March 31, 2026

 

 

1,249,505

 

 

$

5.85

 

 

 

3.60

 

 

$

5,388

 

 

(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 Unit Activity

Restricted stock unit (“RSU”) activity for the three months ended March 31, 2026 is summarized below:

 

Restricted Stock
Units

 

 

Weighted-
Average
Grant
Date Fair Value

 

Outstanding at December 31, 2025

 

 

1,651,867

 

 

$

9.16

 

Granted

 

 

689,132

 

 

$

13.56

 

Vested

 

 

(748,681

)

 

$

7.83

 

Forfeited or expired

 

 

(14,589

)

 

$

11.03

 

Outstanding at March 31, 2026

 

 

1,577,729

 

 

$

11.69

 

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 shares of common stock reserved for issuance from 400,000 to 700,000 shares. There are 382,463 shares remaining available for grant under the ESPP as of March 31, 2026.