Quarterly report [Sections 13 or 15(d)]

Stockholders’ Equity

v3.26.3
Stockholders’ Equity
 9 Months Ended
Sep. 30, 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 Equity Offering

In November 2024, the Company entered into an 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. During the three and nine months ended September 30, 2026, 1,530,000 shares were sold under the ATM Agreement for net proceeds of $22.0 million, after deducting issuance costs of $0.5 million. As of September 30, 2026, $27.5 million remained unsold and available for sale under the ATM Agreement.

Equity Compensation Plans

The Seventh Amended and Restated 2013 Incentive Compensation Plan became effective in May 2026, which amended and restated the previous plan primarily to increase the number of shares of common stock available for awards by 1,000,000 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 granted to certain employees provide for net share settlement, pursuant to which shares otherwise issuable upon vesting are withheld to satisfy the applicable employee's 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 September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cost of revenue

 

$

37

 

 

$

31

 

 

$

141

 

 

$

100

 

Research and development costs

 

 

513

 

 

 

501

 

 

 

1,485

 

 

 

1,558

 

Sales and marketing expenses

 

 

630

 

 

 

550

 

 

 

1,948

 

 

 

1,674

 

General and administrative expenses

 

 

700

 

 

 

940

 

 

 

2,795

 

 

 

2,867

 

Total share-based compensation expense

 

$

1,880

 

 

$

2,022

 

 

$

6,369

 

 

$

6,199

 

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

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Stock options

 

$

—

 

 

$

40

 

 

$

28

 

 

$

233

 

RSAs and RSUs

 

 

1,782

 

 

 

1,923

 

 

 

5,974

 

 

 

5,765

 

ESPP

 

 

98

 

 

 

59

 

 

 

367

 

 

 

201

 

Total share-based compensation expense

 

$

1,880

 

 

$

2,022

 

 

$

6,369

 

 

$

6,199

 

 

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:

 

September 30, 2026

 

 

Unrecognized
Expense
(in thousands)

 

 

Remaining
Weighted-
Average
Recognition
Period (in years)

 

RSUs

 

$

11,428

 

 

 

1.87

 

Stock Option Activity

Stock option activity for the nine months ended September 30, 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 as of December 31, 2025

 

 

1,302,072

 

 

$

5.78

 

 

 

 

 

 

 

Exercised

 

 

(229,388

)

 

$

3.29

 

 

 

 

 

 

 

Forfeited or expired

 

 

(38,144

)

 

$

15.81

 

 

 

 

 

 

 

Outstanding as of September 30, 2026

 

 

1,034,540

 

 

$

5.96

 

 

 

3.25

 

 

$

6,994

 

Exercisable as of September 30, 2026

 

 

1,034,540

 

 

$

5.96

 

 

 

3.25

 

 

$

6,994

 

 

(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 activity for the nine months ended September 30, 2026 is summarized below:

 

Restricted Stock
Units

 

 

Weighted-
Average
Grant
Date Fair Value

 

Outstanding as of December 31, 2025

 

 

1,651,867

 

 

$

9.16

 

Granted

 

 

785,662

 

 

$

13.34

 

Vested

 

 

(842,968

)

 

$

8.30

 

Forfeited or expired

 

 

(131,116

)

 

$

11.89

 

Outstanding as of September 30, 2026

 

 

1,463,445

 

 

$

11.65

 

Employee Stock Purchase Plan

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. During the nine months ended September 30, 2026, 45,793 shares were purchased under the ESPP at an average offering price of $11.93. There are 336,670 shares remaining available for issuance under the ESPP as of September 30, 2026.