ClearPoint Neuro Inc美股招股说明书(2026-01-22版)

1,312,570 Shares of Common Stock This prospectus relates to the possible resale from time to time by the selling stockholders identified in this prospectus of up to1,312,570 shares of our common stock. We are not selling any shares of common stock pursuant to this prospectus, and we will not The shares offered by this prospectus were or will be issued to the selling stockholders in connection with our acquisition of IRRASHoldings, Inc., and are comprised of: (i) 1,109,401 shares issued or issuable to the selling stockholders in connection with the closingof the merger on November 20, 2025; (ii) up to 14,866 shares that may be issued to the selling stockholders to the extent such sharesare not cancelled to satisfy amounts owed by the selling stockholders to us due to a deficit between estimated and actual amounts ofcash, indebtedness, working capital and transaction expenses as of the closing of the merger; and (iii) up to 188,303 shares that may be The registration of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sellany such shares. The selling stockholders may resell or dispose of the shares of common stock offered by this prospectus, or intereststherein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or through one or moreunderwriters, dealers or agents, or through any other means described in this prospectus under “Plan of Distribution” beginning on Our common stock is traded on The Nasdaq Capital Market under the symbol “CLPT.” On January 21, 2026, the last reported saleprice of our common stock was $14.01 per share. We may file supplements to this prospectus from time to time. You should read this prospectus and any such supplements carefullybefore you make an investment decision. An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, youshould consider carefully the risks described on page 4 of this prospectus under the caption “Risk Factors,” as well as in thedocuments incorporated by reference into this prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is January 22, 2026 ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). This prospectus does not contain all the informationincluded in the registration statement of which this prospectus forms a part. You should carefully read this prospectus, any prospectus You should rely only on the information provided or incorporated by reference into this prospectus or in any prospectus supplement.Neither we, nor any selling stockholder, have authorized anyone to provide you with information different from that contained orincorporated by reference into this prospectus or in any prospectus supplement. If anyone provides you with different or inconsistentinformation, you should not rely on it. You should assume that the information in this prospectus or in any prospectus supplement isaccurate only as of the date on the front of this prospectus or prospectus supplement, as applicable, and that any information Neither we, nor any selling stockholder, are offering to sell or seeking offers to purchase the shares offered by this prospectus in anyjurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons The representations, warranties and covenants made by us in any agreement filed as an exhibit to any document that is incorporated byreference into this 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 or Unless the context otherwise requires, “ClearPoint,” “the Company,” “we,” “us,” “our” and similar terms refer to ClearPoint Neuro,Inc. and its subsidiaries. PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary provides an overview ofselected information and does not contain all the information you should consider before investing in our common stock. Youshould carefully read this entire prospectus, including the risks of investing in our securities discussed under the heading “RiskFactors” in this prospectus and under similar headings in the other documents that are incorporated by reference into this B