ClearPoint Neuro, Inc. Quarterly report pursuant to sections 13 or 15(d)

Quarterly report pursuant to sections 13 or 15(d)

Note 1 - Description of the Business and Management's Plans

Note 1 - Description of the Business and Management's Plans	3 Months Ended
Mar. 31, 2012
Nature of Operations [Text Block]	1. Description of the Business and Management’s Plans MRI Interventions, Inc. (the “Company”) is a medical device company that is focused on the development and commercialization of technology that enables physicians to see inside the brain and heart using direct, intra-procedural magnetic resonance imaging, or MRI, guidance while performing minimally invasive surgical procedures. The Company was incorporated in the State of Delaware on March 12, 1998. The Company’s ClearPoint system, an integrated system comprised of reusable components and disposable products, is designed to allow minimally invasive procedures in the brain to be performed in an MRI suite. In 2010, the Company received 510(k) clearance from the Food and Drug Administration, or the FDA, to market the ClearPoint system in the United States for general neurological interventional procedures. The Company’s ClearTrace system is a product candidate under development that is designed to allow catheter-based minimally invasive procedures in the heart to be performed in an MRI suite. The Company has also entered into exclusive licensing and development agreements (see Note 5) with affiliates of Boston Scientific Corporation (“BSC”), pursuant to which BSC may incorporate certain of the Company’s MRI-safety technologies into BSC’s implantable leads for cardiac and neurological applications. Basis of Presentation and Use of Estimates In the opinion of management, the accompanying unaudited condensed financial statements (“condensed financial statements”) have been prepared on a basis consistent with the Company’s December 31, 2011 audited financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth therein. The condensed financial statements have been prepared in accordance with the SEC’s rules for interim financial information, and, therefore, omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States (“GAAP”). These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10 filed with the SEC on February 28, 2012. The accompanying condensed balance sheet as of December 31, 2011 has been derived from the audited financial statements at that date, but does not include all information and footnotes required by GAAP for complete financial statements. The results of operations for the three months ended March 31, 2012 may not be indicative of the results to be expected for the entire year or any future periods. Liquidity and Management’s Plans Since inception, the Company has financed its activities principally from the sale of equity securities, borrowings, and license arrangements. In February 2012, the Company completed a private offering (see Note 7) in which it sold securities for net proceeds of approximately $4,887,000 ($3,424,950 of which were received during the three months ended March 31, 2012). The Company intends to finance its future commercialization and development activities and its working capital needs largely from borrowings and from the sale of equity securities until funds provided by operations are sufficient to meet working capital requirements. Management believes that the Company’s existing cash resources, together with cash generated from sales of products, will be sufficient to meet anticipated cash requirements through June 2012. In the second quarter, the Company intends to commence an offering to sell additional equity or debt securities, which the Company expects to close early in the third quarter, in order to meet short-term cash requirements. The size of this offering will dictate the need and timing for additional financings to meet longer term liquidity requirements. There can be no assurance that the Company will be successful in meeting its financing requirements at reasonably commercial terms, or at all, or that the Company will generate revenues sufficient to cover its costs. The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. For the three month period ended March 31, 2012 and for the years ended December 31, 2011 and 2010, the Company incurred net losses of $3,474,389, $8,311,410, and $9,454,235, respectively, and the cumulative net loss since the Company’s inception through March 31, 2012 is $63,262,999, which has resulted in a negative working capital position of $6,833,226 at March 31, 2012. In view of these matters, the ability of the Company to continue as a going concern is dependent upon its ability to generate additional financing sufficient to commercialize its developed products, support its research and development activities and obtain future regulatory clearances or approvals, and ultimately to generate revenues sufficient to cover all costs. In December 2011, the Company filed a Form 10 registration statement (“Form 10”) with the Securities and Exchange Commission (the “SEC”) to register the Company’s common stock as a class of equity securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On February 27, 2012, the Form 10 became effective. As such, the Company is now a public reporting company subject to the periodic reporting requirements of the Exchange Act.

Note 1 - Description of the Business and Management's Plans

3 Months Ended

Mar. 31, 2012

1. Description of the Business and Management’s Plans

MRI Interventions, Inc. (the “Company”) is a medical device company that is focused on the development and commercialization of technology that enables physicians to see inside the brain and heart using direct, intra-procedural magnetic resonance imaging, or MRI, guidance while performing minimally invasive surgical procedures. The Company was incorporated in the State of Delaware on March 12, 1998.

The Company’s ClearPoint system, an integrated system comprised of reusable components and disposable products, is designed to allow minimally invasive procedures in the brain to be performed in an MRI suite. In 2010, the Company received 510(k) clearance from the Food and Drug Administration, or the FDA, to market the ClearPoint system in the United States for general neurological interventional procedures. The Company’s ClearTrace system is a product candidate under development that is designed to allow catheter-based minimally invasive procedures in the heart to be performed in an MRI suite. The Company has also entered into exclusive licensing and development agreements (see Note 5) with affiliates of Boston Scientific Corporation (“BSC”), pursuant to which BSC may incorporate certain of the Company’s MRI-safety technologies into BSC’s implantable leads for cardiac and neurological applications.

Basis of Presentation and Use of Estimates

In the opinion of management, the accompanying unaudited condensed financial statements (“condensed financial statements”) have been prepared on a basis consistent with the Company’s December 31, 2011 audited financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth therein. The condensed financial statements have been prepared in accordance with the SEC’s rules for interim financial information, and, therefore, omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States (“GAAP”). These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10 filed with the SEC on February 28, 2012. The accompanying condensed balance sheet as of December 31, 2011 has been derived from the audited financial statements at that date, but does not include all information and footnotes required by GAAP for complete financial statements. The results of operations for the three months ended March 31, 2012 may not be indicative of the results to be expected for the entire year or any future periods.

Liquidity and Management’s Plans

Since inception, the Company has financed its activities principally from the sale of equity securities, borrowings, and license arrangements. In February 2012, the Company completed a private offering (see Note 7) in which it sold securities for net proceeds of approximately $4,887,000 ($3,424,950 of which were received during the three months ended March 31, 2012). The Company intends to finance its future commercialization and development activities and its working capital needs largely from borrowings and from the sale of equity securities until funds provided by operations are sufficient to meet working capital requirements. Management believes that the Company’s existing cash resources, together with cash generated from sales of products, will be sufficient to meet anticipated cash requirements through June 2012. In the second quarter, the Company intends to commence an offering to sell additional equity or debt securities, which the Company expects to close early in the third quarter, in order to meet short-term cash requirements. The size of this offering will dictate the need and timing for additional financings to meet longer term liquidity requirements. There can be no assurance that the Company will be successful in meeting its financing requirements at reasonably commercial terms, or at all, or that the Company will generate revenues sufficient to cover its costs.

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. For the three month period ended March 31, 2012 and for the years ended December 31, 2011 and 2010, the Company incurred net losses of $3,474,389, $8,311,410, and $9,454,235, respectively, and the cumulative net loss since the Company’s inception through March 31, 2012 is $63,262,999, which has resulted in a negative working capital position of $6,833,226 at March 31, 2012. In view of these matters, the ability of the Company to continue as a going concern is dependent upon its ability to generate additional financing sufficient to commercialize its developed products, support its research and development activities and obtain future regulatory clearances or approvals, and ultimately to generate revenues sufficient to cover all costs.

In December 2011, the Company filed a Form 10 registration statement (“Form 10”) with the Securities and Exchange Commission (the “SEC”) to register the Company’s common stock as a class of equity securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On February 27, 2012, the Form 10 became effective. As such, the Company is now a public reporting company subject to the periodic reporting requirements of the Exchange Act.