Clearpoint Neuro, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share CLPT The Nasdaq
• $5,000,000 — pany delivered closing consideration of $5,000,000 in cash and 1,325,000 shares of Company

Filing Documents

• clpt-20251120.htm (8-K) — 58KB
• clpt-ex99_1.htm (EX-99.1) — 20KB
• img164205336_0.jpg (GRAPHIC) — 16KB
• 0001193125-25-290003.txt ( ) — 208KB
• clpt-20251120.xsd (EX-101.SCH) — 23KB
• clpt-20251120_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information reported in Item 2.01 is incorporated by reference into this Item 1.01.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information reported in Item 3.02 is incorporated by reference into this Item 2.01. Merger Agreement with IRRAS Holdings, Inc. On November 20, 2025 (the "Closing Date"), ClearPoint Neuro, Inc., a Delaware corporation (the "Company"), completed its acquisition of IRRAS Holdings, Inc., a Delaware corporation ("IRRAS"), pursuant to the previously announced Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Ignite Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company ("First Merger Sub"), ClearPoint Holdings, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company ("Second Merger Sub"), IRRAS, the seller representative and the equityholders of IRRAS that are parties to the Merger Agreement. Pursuant to the Merger Agreement, the First Merger Sub merged with and into IRRAS (the "First Merger"), with IRRAS surviving the First Merger, and, immediately following the First Merger, IRRAS merged with and into the Second Merger Sub (the "Second Merger" and together with the First Merger, the "Merger"), with the Second Merger Sub surviving the Second Merger. Merger Consideration Pursuant to the Merger Agreement, the Company delivered closing consideration of $5,000,000 in cash and 1,325,000 shares of Company common stock to IRRAS shareholders (the "Closing Shares"). Earnout Consideration As additional consideration for IRRAS' stockholders, the Merger Agreement provides for the Company to pay earnout consideration during three one-year earnout periods equal to 25% of net sales of certain IRRAS products above certain thresholds.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information reported in Item 2.01 is incorporated by reference into this Item 3.02. The Company delivered the Closing Shares as closing consideration for the Merger on the Closing Date. The issuance of the Closing Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and the Closing Shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Closing Shares were issued in a private transaction in reliance upon exemptions from registration under Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder to persons reasonably believed to be "accredited investors" as defined in Rule 501 under the Securities Act, or pursuant to Regulation S under the Securities Act to non-U.S. persons outside the United States. Pursuant to the Merger Agreement, the Company may issue up to 1,325,000 shares of its common stock. Of the 1,325,000 shares of common stock, the Company retained 15,000 shares to cover any deficit in the post-closing working capital adjustment and 190,000 shares to securing IRRAS's indemnification obligations under the Merger Agreement. The Company has the right, but not the obligation, to deliver additional shares of its common stock as a post-closing working capital adjustment. The Company may also deliver up to 205,000 shares of its common stock to the extent they are not cancelled in connection with post-closing working capital adjustment or post-closing indemnification claims. Any such additional issuances of the Company's common stock pursuant to the Merger Agreement are also expected to be issued in reliance upon exemptions from registration under the Securities Act. Registration Rights Pursuant to the Merger Agreement, the Company has agreed to file a registration

Forward-Looking Statements

Forward-Looking Statements

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 20, 2025, the Company issued a press release announcing the closing of the Merger, a copy of which is attached and furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business acquired. The Company intends to amend this Current Report on Form 8-K to provide the financial statements of IRRAS to the extent and within the time required by Item 9.01(a) of Form 8-K. (b) Pro forma financial information. The Company intends to amend this Current Report on Form 8-K to provide pro forma financial information relative to the acquisition of IRRAS, to the extent and within the time required by Item 9.01(b) of Form 8-K. (d) Exhibits. The following exhibits are furnished herewith: Exhibit 10.1 Agreement and Plan of Merger and Reorganization, dated November 6, 2025, by and among the Company, Ignite Merger Sub, Inc., ClearPoint Holdings, LLC, IRRAS Holdings, Inc. and the Seller Representative (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on November 6, 2025) Exhibit 99.1 Press Release dated November 20, 2025 Exhibit 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. CLEARPOINT NEURO, INC. Date: November 20, 2025 By: /s/ Danilo D'Alessandro Danilo D'Alessandro Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR