ClearPoint Neuro Inc美股招股说明书(2025-05-12版)

agreement dated May 12, 2025, by and among us and the purchasers listed on the signature pages thereto is $12.69 per Share. As of May 7, 2025, the aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $346million, which was calculated based on 27,989,194 shares of outstanding Common Stock, of which 26,019,069 shares were held bynon-affiliates, and a price per share of $13.29 based upon the closing price of our Common Stock on The Nasdaq Capital Market on will we sell securities registered on the registration statement, of which this prospectus supplement is a part, in a public primaryoffering with a value exceeding more than one-third of our public float in any 12 month period so long as our public float remainsbelow $75.0 million. Investing in our Common Stock involves risks. See “Risk Factors” on page S-5 of this prospectus supplement and in thedocuments incorporated by reference into this prospectus supplement before making your investment decision.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Proceeds to us, before expenses$12.69$3,500,003.52We anticipate that delivery of the securities against payment will be made on or about May 12, 2025, subject to satisfaction of The date of this prospectus supplement is May 12, 2025 prospectus, together with the information incorporated by reference as described under the headings “Where You Can Find MoreInformation” and “Information Incorporated by Reference” in this prospectus supplement as well as any free writing prospectus wehave authorized for use in connection with this offering. These documents contain important information that you should consider Common Stock and also adds to, updates and changes information contained in the accompanying prospectus and the documentsincorporated by reference. The second part is the accompanying prospectus, which provides more general information, some of whichmay not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined,together with the documents incorporated by reference herein or therein. To the extent the information contained in this prospectussupplement differs from or conflicts with the information contained in the accompanying prospectus or any document incorporated byreference having an earlier date, the information in this prospectus supplement will control. If any statement in one of these documentsis inconsistent with a statement in another document having a later date—for example, a document incorporated by reference into thisprospectus supplement and the accompanying prospectus—the statement in the document having the later date modifies or supersedesthe earlier statement. We have not authorized anyone to provide you with information different from that which is contained in or prospectus, as applicable, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus, any relatedfree writing prospectus, or any sale of our Common Stock. Our business, financial condition, results of operations and prospects mayhave changed since those dates. We further note that the representations, warranties and covenants made by us in any agreement that isfiled as an exhibit to any document that is incorporated by reference into this prospectus supplement or the accompanying prospectuswere made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk amongthe parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, suchrepresentations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warrantiesand covenants should not be relied on as accurately representing the current state of our affairs. “Information Incorporated by Reference.” We further note that the representations, warranties and covenants made by us in anyagreement that is filed as an exhibit to any document that is incorporated by reference in the prospectus supplement and theaccompanying base prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for thepurpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty orcovenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. any restrictions relating to the offering and the distribution of this prospectus supplement and the accompanying prospectus.