ClearPoint Neuro to be Acquired by RTW Master Fund Affiliate

TL;DR

ClearPoint Neuro is being bought out by RTW Master Fund for $135M cash deal.

AI Summary

ClearPoint Neuro, Inc. announced on August 26, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of RTW Master Fund Ltd. The transaction is valued at approximately $12.00 per share in cash, representing an aggregate equity value of approximately $135 million. The acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by RTW Master Fund signals a significant financial event for ClearPoint Neuro, potentially leading to delisting and a change in ownership for its shareholders.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of the deal falling through or changes in terms.

Key Numbers

• $12.00 — Per Share Acquisition Price (The cash amount each shareholder will receive for their shares.)
• $135 million — Aggregate Equity Value (The total value of ClearPoint Neuro being acquired.)

Key Players & Entities

• ClearPoint Neuro, Inc. (company) — Company being acquired
• RTW Master Fund Ltd. (company) — Acquiring entity's affiliate
• $12.00 (dollar_amount) — Per share acquisition price
• $135 million (dollar_amount) — Aggregate equity value of the transaction
• August 26, 2024 (date) — Date of the announcement
• fourth quarter of 2024 (date) — Expected closing period of the acquisition

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share CLPT Nasdaq Capital

Filing Documents

• clpt-20240826.htm (8-K) — 25KB
• conversionofptcdebtpr.htm (EX-99.1) — 9KB
• image_0a.jpg (GRAPHIC) — 17KB
• 0001285550-24-000107.txt ( ) — 177KB
• clpt-20240826.xsd (EX-101.SCH) — 2KB
• clpt-20240826_lab.xml (EX-101.LAB) — 20KB
• clpt-20240826_pre.xml (EX-101.PRE) — 12KB
• clpt-20240826_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 26, 2024, ClearPoint Neuro, Inc. (the " Company ") issued a press release announcing its prepayment of certain convertible notes issued by the Company. A copy of the press release is furnished herewith as Exhibit 99.1. The information in Item 7.01 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended, (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act, of 1933, as amended (the "Securities Act") , or the Exchange Act, expect as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release dated August 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 26, 2024 CLEARPOINT NEURO, INC. By: /s/ Danilo D'Alessandro Danilo D'Alessandro Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR