PTC Therapeutics Amends ClearPoint Neuro Stake

TL;DR

PTC THERAPEUTICS AMENDS 13D ON CLEARPOINT NEURO - OWNERSHIP CHANGE LIKELY

AI Summary

PTC Therapeutics, Inc. has filed an amendment (No. 4) to its Schedule 13D concerning ClearPoint Neuro, Inc. The filing, dated August 27, 2024, indicates a change in beneficial ownership. PTC Therapeutics, Inc. is a pharmaceutical preparations company, while ClearPoint Neuro, Inc. is in surgical and medical instruments.

Why It Matters

This filing signals a potential shift in the ownership structure or strategic interest of PTC Therapeutics in ClearPoint Neuro, which could impact ClearPoint's future operations or valuation.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic shifts, potential activism, or M&A activity, all of which carry inherent investment risks.

Key Players & Entities

• PTC Therapeutics, Inc. (company) — Filer of the Schedule 13D/A
• ClearPoint Neuro, Inc. (company) — Subject company of the Schedule 13D/A
• 20240827 (date) — Filing date of the amendment

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $10,000,000 — t 23, 2024 having a principal amount of $10,000,000 (the “PTC Note”), which PTC

Filing Documents

• tm2422646d1_sc13da.htm (SC 13D/A) — 32KB
• 0001104659-24-093470.txt ( ) — 34KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 4 amends the statement on Schedule 13D originally filed with the SEC on May 24, 2019, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 31, 2020, Amendment No. 2 to Schedule 13D filed with the SEC on March 2, 2021, and Amendment No. 3 to Schedule 13D filed with the SEC on June 15, 2023 (together, this “Schedule 13D”). This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of ClearPoint Neuro, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 120 S. Sierra Ave., Suite 100, Solana Beach, California 92075. PTC Therapeutics, Inc., a Delaware corporation (“PTC”), is filing this Amendment No. 4 to the Schedule 13D to report the decrease in the percentage of the Common Stock of the Issuer beneficially owned by PTC due to the repayment of a senior secured convertible note on August 23, 2024 having a principal amount of $10,000,000 (the “PTC Note”), which PTC Note was previously acquired by PTC as previously reported on January 31, 2020, subject to adjustment as provided in the PTC Note. As a result of the repayment of the PTC Note described herein, on August 23, 2024, PTC ceased to be the beneficial owner of more than five percent of the Issuer’s outstanding Common Stock. The filing of this Amendment No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for PTC.

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended as

Item 2 of the Schedule 13D is hereby amended as follows: The principal business address of PTC is 500 Warren Corporate Center Drive, Warren, NJ 07059.

Source and Amounts of Funds

Item 3. Source and Amounts of Funds or Other Consideration.

of the Schedule 13D is hereby amended as

Item 3 of the Schedule 13D is hereby amended as follows: On August 23, 2024, the outstanding principal amount of the PTC Note, together with any accrued and unpaid interest thereon, was repaid in full by the Issuer and the PTC Note was cancelled. As a result, PTC is no longer the beneficial owner of 1,666,667 shares of Common Stock of the Issuer, which represented the maximum number of shares of Common Stock of the Issuer that could be issued to PTC in connection with the conversion of the PTC Note.

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in Item 3 to this Amendment No. 4 is incorporated by reference into this Item 4.

Interest in Securities of

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended as

Item 5 of the Schedule 13D is hereby amended as follows: (a) As of the date of this Schedule 13D, PTC beneficially owned 894,578 shares of Common Stock of the Issuer previously acquired by PTC as previously reported on May 24, 2019, March 2, 2021 and June 15, 2023. Based on 27,595,699 shares of Common Stock of the Issuer, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 7, 2024, the shares of Common Stock of the Issuer beneficially owned by PTC constituted 3.24% of the outstanding shares of Common Stock. (b) PTC has sole voting power and dispositive power with respect to all shares of Common Stock of the Issuer that it beneficially owns. (c) The information contained in Item 3 to this Amendment No. 4 is incorporated by reference into this Item 5. (d) Not applicable. (e) PTC ceased to be the beneficial owner of more than five percent of the Issuer’s outstanding Common Stock as of August 23, 2024.

Contracts, Arrangements,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Item 3 to this Amendment No. 4 is incorporated by reference into this Item 6. 3 Signature After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Date: August 27, 2024 PTC Therapeutics, Inc. By: /s/ Mark E. Boulding Name: Mark E. Boulding Title: Executive Vice President and Chief Legal Officer 4

View Full Filing

View this SC 13D/A filing on SEC EDGAR