
or CLEARPOINT NEURO, INC. (Exact name of Registrant as specified in its charter) 58-2394628 (888) 287-9109(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $328 million based onthe closing sale price as reported on the Nasdaq Capital Market.Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The information required by Part III is incorporated by reference from portions of the definitive proxy statement to be filed within 120 days after December 31,2025, pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the 2026 annual meeting of stockholders. CLEARPOINT NEURO, INC. TABLE OF CONTENTS ItemPagePART I 1.Business.41A.Risk Factors.191B.Unresolved Staff Comments.461C.Cybersecurity.462.Properties.473.Legal Proceedings.474.Mine Safety Disclosures.47 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.486.Reserved.487.Management’s Discussion and Analysis of Financial Condition and Results of Operations.497A.Quantitative and Qualitative Disclosures About Market Risk.568.Financial Statements and Supplementary Data.579.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.579A.Controls and Procedures.579B.Other Information.579C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection58 10.Directors, Executive Officers and Corporate Governance.5911.Executive Compensation.5912.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.5913.Certain Relationships and Related Transactions, and Director Independence.5914.Principal Accounting Fees and Services.59 15.Exhibits, Financial Statement Schedules.60 Trademarks, Trade Names and Service Marks ClearPoint Neuro®,ClearPoint®,SmartFlow®, SmartFrame®, SmartGrid®, Inflexion®,ClearPoint Maestro®,SmartFrameArray®,SmartFrame OR®,ClearPoint Neuro Orchestra®, ClearPoint Prism®, ClearPointer®,When Your Path is Unclear, WePoint The Way®,ClearPoint Advanced Laboratories™, IRRAS®, and IRRAFLOW®are all trademarks of ClearPoint Neuro, Inc. andits affiliates. Any other trademarks, trade names or service marks referr