ClearPoint Neuro, Inc. Post-effective amendment to a registration statement that is not immediately effective upon filing

Post-effective amendment to a registration statement that is not immediately effective upon filing

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2017

Dec. 31, 2016

Stockholders' deficit:

Schedule of equity compensation plans

Stock option activity under all of the Company’s equity compensation plans during the three months ended March 31, 2017 is summarized below:

	Shares			Weighted - Average Exercise Price
Outstanding at December 31, 2016		337,441		$	42.07
Granted		2,000			2.55
Forfeited		(23,875	)		45.53
Outstanding at March 31, 2017		315,566		$	42.33

Activity with respect to stock options issued by the Company is summarized as follows:

	Options Outstanding			Options Exercisable		Range of Exercise Prices					Weighted-average Exercise price per share		Intrinsic Value (1)
Outstanding at January 1, 2015		258,583				$	32.00	-	$	385.60	$	54.38	$ 4,800
Exercisable at January 1, 2015					140,687	$	40.00		$	385.60	$	62.27	600
Activity during the year ended December 31, 2015
Granted		61,912				$	29.60	-	$	42.40	$	32.80
Exercised		-					-	-		-		-
Cancelled or forfeited		(22,212	)			$	32.00	-		128.00	$	59.20
Outstanding at December 31, 2015		298,283				$	29.60		$	385.60	$	48.73	-
Exercisable at December 31, 2015					179,216	$	29.60		$	385.60	$	56.40	-
Activity during the year ended December 31, 2016
Granted		53,750				$	5.00		$	12.40	$	6.40
Exercised		-
Cancelled or forfeited		(14,592	)			$	5.00		$	385.60	$	12.67
Outstanding at December 31, 2016		337,441				$	5.00		$	385.60	$	42.07	-
Exercisable at December 31, 2016					245,989	$	5.00		$	385.60	$	38.71	-

(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.

Schedule of stock options (contractual life expressed in years)

The following table summarizes information about stock options at December 31, 2016 (contractual life expressed in years):

			Options Outstanding						Options Exercisable
Range of Exercise Prices			Number Outstanding		Weighted - Average Remaining Contractual Life		Weighted - Average Exercise Price		Number Exercisable		Weighted - Average Remaining Contractual Life		Weighted - Average Exercise Price
$5.00	-	$45.20		247,469		7.67	$	32.48		156,351		6.91	$	38.71
$46.40	-	$83.60		88,892		5.16	$	68.09		88,558		5.15	$	68.16
$128.00	-	$385.60		1,080		1.61	$	322.73		1,080		1.61	$	322.73
				337,441		7.67	$	42.07		245,989		6.26		38.71

Schedule of company's nonvested stock options during the years

Company’s nonvested stock options during the years ended December 31, 2016 and 2015 is presented below:

Nonvested Stock Options	Shares			Weighted - Average Grant Date Fair Value
Nonvested January 1, 2015		117,895		$	20.80
Activity during the year ended December 31, 2015
Granted		61,912		$	18.77
Forfeited		(2,562	)	$	23.76
Vested		(58,178	)	$	21.13
Nonvested December 31, 2015		119,067		$	18.77
Activity during the year ended December 31, 2016
Granted		53,750		$	3.01
Forfeited		(6,918	)	$	28.66
Vested		(74,447	)	$	18.16
Nonvested December 31, 2016		91,452		$	10.53

Schedule of share-based compensation expense

The Company records share-based compensation expense on a straight-line basis over the related vesting period. For the three months ended March 31, 2017 and 2016, share-based compensation expense related to options was:

Three Months Ended March 31,
2017		2016
$	206,896	$	260,149

For the years ended December 31, 2016 and 2015, share-based compensation expense related to options was:


Year Ended December 31,
2016		2015
$	959,585	$	1,682,063

Schedule of assumptions used in calculating the fair value under the Black-Scholes option-pricing model

The estimated grant date fair values of options granted during the three months ended March 31, 2017 were calculated using the Black-Scholes valuation model, based on the following assumptions:

Dividend yield			0%
Expected volatility			51.79%
Risk free interest rates			2.11%
Expected lives (in years)			6.0

The assumptions used in calculating the fair value under the Black-Scholes option-pricing model are as follows:

	Years Ended December 31,
	2016		2015
Dividend yield		0%		0%
Expected Volatility		47.47% to 50.69%		46.67% to 47.93%
Risk free Interest rates		1.23% to 1.39%		1.48% to 1.80%
Expected lives (in years)		6.0		6.0

Schedule of common stock warrant activity

Warrants have generally been issued for terms of up to five years. Common stock warrant activity for the three months ended March 31, 2017 was as follows:

	Shares			Weighted - Average Exercise Price
Outstanding at December 31, 2016		1,991,293		$	13.00
Issued		-			-
Exercised		-			-
Terminated		(57,720	)		38.43
Outstanding at March 31, 2017		1,933,573		$	12.71

Warrants have generally been issued in connection with financing transactions and for terms of up to five years. Common stock warrant activity for the years ended December 31, 2016 and 2015 is as follows:

	Shares			Weighted - Average Exercise Price
Outstanding at January 1, 2015		518,978		$	32.13
Activity during the year ended December 31, 2015
Issued		327,060		$	18.12
Terminated		(781	)	$	320.00
Outstanding at December 31, 2015		845,257		$	25.67	(1)
Activity during the year ended December 31, 2016
Issued		1,208,845		$	6.23
Exercised		(15,625	)	$	5.00
Terminated		(47,184	)	$	14.77
Outstanding at December 31, 2016		1,991,293		$	13.00	(2)

(1)

The weighted-average exercise price reflects exercise price adjustments triggered by the 2015 PIPE.

(2)

The weighted-average exercise price reflects exercise price adjustments triggered by the 2016 Purchase Agreement and the 2016 PIPE.

Schedule of information regarding outstanding warrants

Information regarding outstanding warrants at December 31, 2016 is as follows (contractual life expressed in years):

Exercise Price		Number Outstanding		Weighted - Average Remaining Contractual Life		Intrinsic Value (1)
$	1.83		1,540		3.96	$	1,648
	5.00		28,750		1.07		-
	5.50		1,129,330		4.67		-
	12.80		70,627		1.07		-
	16.23		242,021		3.96		-
	21.10		152,084		3.96		-
	24.00		11,471		0.15		-
	30.00		45,999		0.13		-
	34.32		185,779		2.98		-
	36.00		68,155		0.50		-
	38.80		8,583		0.50		-
	40.00		34,875		0.35		-
	70.00		12,079		2.23		-
			1,991,293		3.81	$	1,648

(1)

Intrinsic value is calculated as the estimated fair value of the Company’s stock at December 31, 2016 less the warrant exercise price of in-the-money warrants.

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

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