ClearPoint Neuro Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 7, 2024, ClearPoint Neuro, Inc. (the “Company”) entered into an At-The-Market Equity Offering Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated, as sales agent (the “Agent”), to sell shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) having aggregate sales proceeds of up to $50 million (the “Shares”), from time to time, through an “at the market offering” program, as defined in as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Any Shares sold under the Sales Agreement will be issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-275476), which was declared effective by the Securities and Exchange Commission (“SEC”) on November 20, 2023, the base prospectus filed as part of such registration statement and the prospectus supplement filed by the Company with the SEC on the date hereof.
Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations, and the rules of the Nasdaq Capital Market, to sell the Shares from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Sales Agreement, the Agent may sell the Shares by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. The Agent’s obligations to sell the Shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.
The Company has agreed to pay Agent a commission of up to 3.0% of the gross sales price of the Shares for amounts of Shares sold from time to time pursuant to the Sales Agreement and to provide Agent with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also will reimburse the Agent for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto. The Company is not obligated to sell any Shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The Sales Agreement may be terminated by the Company at any time by giving written notice to the Sales Agent for any reason or by the Sales Agent at any time by giving written notice to the Company for any reason or immediately under certain circumstances, and shall automatically terminate upon the issuance and sale of all Shares.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the opinion of Bass, Berry & Sims PLC relating to the legality of the issuance and sale of the Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities under the Sales Agreement, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d)
| Exhibit No. |
Description | |
| 1.1 | At-The-Market Equity Offering Sales Agreement, dated November 7, 2024, by and between the Company and Stifel, Nicolaus & Company, Incorporated. | |
| 5.1 | Opinion of Bass, Berry & Sims PLC | |
| 23.1 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 7, 2024 | CLEARPOINT NEURO, INC. | |
| By: | /s/ Danilo D’Alessandro | |
| Name: | Danilo D’Alessandro | |
| Title: | Chief Financial Officer | |