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ClearPoint Neuro Inc. American Stock Offering Prospectus (May 12, 2025 version)

2025-05-12 美股招股说明书 喜马拉雅
报告封面

PROSPECTUS SUPPLEMENT(To Prospectus dated November 9, 2023) 275,808 Shares of Common Stock ClearPoint Neuro, Inc. We are offering 275,808 shares (the “Shares”) of our common stock, par value $0.01 per share (“Common Stock”), in a registereddirect offering tocertain investors (the “Investors”) in a privately negotiated transaction pursuant to this prospectus supplement and theaccompanying prospectus. The purchase price of each Share of Common Stock to the purchasers identified in the securities purchase Our Common Stock is listed on The Nasdaq Capital Market under the symbol “CLPT.” On May 9, 2025, the last reported sale price ofour Common Stock on The Nasdaq Capital Market was $14.11 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 onMay 7, 2025.During the 12 calendar month period that ends on, and includes, the date of this prospectus supplement (excluding thisoffering), we have not offered or sold any shares of our Common Stock. Pursuant to General Instruction I.B.6 of Form S-3, in no event 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. We anticipate that delivery of the securities against payment will be made on or about May 12, 2025, subject to satisfaction ofcustomary closing conditions. The date of this prospectus supplement is May 12, 2025 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our Common Stock. Before buying anyShares of our Common Stock that we are offering, we urge you to carefully read this prospectus supplement and the accompanyingprospectus, together with the information incorporated by reference as described under the headings “Where You Can Find More This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of ourCommon 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 documents You should assume that the information contained in this prospectus supplement is accurate as of the date on the front coverof this prospectus supplement only and that any information we have incorporated by reference or included in the accompanyingprospectus is accurate only as of the date given in the document incorporated by reference or as of the date of the accompanyingprospectus, 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 prospectus This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some ofthe documents described herein, but reference is made to the actual documents for complete information. All of the summaries arequalified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed asexhibits to the registration statement of which this prospectus is a part or as exhibits to documents incorporated by reference herein,and you may obtain copies of those documents as described below under the headings “Where You Can Find More Information” and“Information Incorporated by Reference.” We further note