ClearPoint Neuro, Inc.
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 17, 2026
CLPT$8.77-4.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a)(1) The following documents are filed as part of this Annual Report:
| Report of Independent Registered Public Accounting Firm (PCAOB ID 677) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-7 |
| Notes to Consolidated Financial Statements | F-9 |
(a)(2) Financial statement schedules are omitted as they are not applicable.
(a)(3) See Item 15(b) below.
(b) Exhibits
| ExhibitNumber · Exhibit Description · Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Form · SEC File No. · Exhibit · Filing Date | |||||
| 2.1 | Agreement and Plan of Merger and Reorganization, dated November 6, 2025, by and among the Company, Ignite Merger Sub, Inc., ClearPoint Holdings, LLC, IRRAS Holdings, Inc. and the Seller Representative, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 6, 2025 | 8-K | 001-34822 | 10.1 | November 6, 2025 |
| 3.1 | Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2012 | 10-Q | 000-54575 | 3.1 | May 11, 2012 |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MRI Interventions, Inc., incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 8, 2015 | 8-K | 000-54575 | 3.1 | June 8, 2015 |
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MRI Interventions, Inc., incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1 filed on August 2, 2016 | S-1 | 333-211647 | 3.3 | August 2, 2016 |
| 3.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ClearPoint Neuro, Inc., incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 12, 2020 | 8-K | 001-34822 | 3.1 | February 12, 2020 |
| 3.5 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ClearPoint Neuro, Inc., incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 25, 2023 | 8-K | 001-34822 | 3.1 | May 25, 2023 |
| 3.6 | Fourth Amended and Restated Bylaws of ClearPoint Neuro, Inc., incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 14, 2022 | 8-K | 001-34822 | 3.1 | December 14, 2022 |
| 4.1 | Reference is made to Exhibits 3.1 through 3.6 | ||||
| ExhibitNumber · Exhibit Description · Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Form · SEC File No. · Exhibit · Filing Date | |||||
| 4.2 | Specimen of Common Stock Certificate of ClearPoint Neuro, Inc., incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 12, 2020 | 8-K | 001-34822 | 4.1 | February 12, 2020 |
| 4.3 | Form of Senior Secured Convertible Note (First Closing), incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on January 13, 2020 | 8-K | 001-34822 | 4.1 | January 13, 2020 |
| 4.4 | Description of Securities, incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed on March 12, 2024 | 10-K | 001-34822 | 4.4 | March 12, 2024 |
| 10.1(a)+ | MRI Interventions, Inc. Amended and Restated 2013 Incentive Compensation Plan, incorporated by reference to Exhibit B to the Company’s Proxy Statement on Schedule 14A filed on April 17, 2015 | Schedule 14A | 000-54575 | B | April 17, 2015 |
| 10.1(b)+ | Second Amended and Restated 2013 Incentive Compensation Plan, incorporated by reference to Exhibit A to the Company’s Proxy Statement on Schedule 14A filed on September 5, 2017 | Schedule 14A | 001-34822 | A | September 5, 2017 |
| 10.1(c)+ | Third Amended and Restated 2013 Incentive Compensation Plan, incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 20, 2020 | DEF14A | 001-34822 | Appendix A | April 20, 2020 |
| 10.1(d)+ | Fourth Amended and Restated 2013 Incentive Compensation Plan, incorporated by reference to Appendix A to the Company’s Proxy Statement filed on April 11, 2022 | DEF14A | 001-34822 | Appendix A | April 14, 2022 |
| 10.1(e)+ | Fifth Amended and Restated 2013 Incentive Compensation Plan, incorporated by reference to Appendix A to the Company's Proxy Statement on Schedule 14A filed on April 5, 2024 | DEF14A | 001-34822 | Appendix A | April 5, 2024 |
| 10.1(f)+ | ClearPoint Neuro, Inc. Sixth Amended and Restated 2013 Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2025 | 8-K | 001-34822 | 10.1 | May 23, 2025 |
| 10.1(g)+ | Form of Incentive Stock Option Agreement, incorporated by reference to Exhibit 10.53 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2013 | 10-Q | 000-54575 | 10.53 | August 14, 2013 |
| 10.1(h)+ | Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.54 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2013 | 10-Q | 000-54575 | 10.54 | August 14, 2013 |
| 10.1(i)+ | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors, incorporated by reference to Exhibit 10.55 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2013 | 10-Q | 000-54575 | 10.55 | August 14, 2013 |
| 10.1(j)+ | Form of Restricted Share Award Agreement, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2019 | 10-Q | 001-34822 | 10.2 | August 12, 2019 |
| ExhibitNumber · Exhibit Description · Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Form · SEC File No. · Exhibit · Filing Date | |||||
| 10.1(k)+ | Form of Restricted Share Unit Award Agreement, incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K filed on March 1, 2023 | 10-K | 001-34822 | 10.38 | March 1, 2023 |
| 10.2+ | ClearPoint Neuro, Inc. Non-Employee Director Compensation Plan, as amended and restated by the Board of Directors on May 22, 2023, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 22, 2023 | 8-K | 001-34822 | 10.1 | May 22, 2023 |
| 10.3+ | 2021 Employee Stock Purchase Plan, incorporated by reference to Appendix A to the Company's Proxy Statement on Schedule 14A filed on April 20, 2021 | DEF14A | 001-34822 | Appendix A | April 20, 2021 |
| 10.4+ | Form of Indemnification Agreement, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 28, 2021 | 8-K | 001-34822 | 10.2 | June 28, 2021 |
| 10.5+ | Employment Agreement, dated as of October 6, 2017, by and between MRI Interventions, Inc. and Joseph Michael Burnett, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 10, 2017 | 8-K | 001-34822 | 10.2 | October 10, 2017 |
| 10.6+ | Amendment No. 1 to Employment Agreement, dated March 3, 2023 by and between the Company and Joseph M. Burnett, amending the Employment Agreement dated October 6, 2017, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 3, 2023 | 8-K | 001-34822 | 10.1 | March 3, 2023 |
| 10.7+ | Employment Agreement, dated as of September 14, 2020, by and between the Company and Danilo D’Alessandro, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 14, 2020 | 8-K | 001-34822 | 10.2 | September 14, 2020 |
| 10.8+ | Amendment No. 1 to Employment Agreement, dated March 3, 2023 by and between the Company and Danilo D’Alessandro, amending the Employment Agreement dated September 14, 2020, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 3, 2023 | 8-K | 001-34822 | 10.2 | March 3, 2023 |
| 10.9+ | Employment Agreement, dated September 20, 2022, by and between the Company and Mazin Sabra, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 20, 2022 | 8-K | 001-34822 | 10.1 | September 20, 2022 |
| 10.10+ | Amendment No. 1 to Employment Agreement, dated March 3, 2023 by and between the Company and Mazin Sabra, amending the Employment Agreement dated September 20, 2022, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on March 3, 2023 | 8-K | 001-34822 | 10.3 | March 3, 2023 |
| 10.11+ | Employment Agreement, dated May 31, 2022, by and between the Company and Jeremy Stigall, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2023 | 10-Q | 001-34822 | 10.4 | May 11, 2023 |
| ExhibitNumber · Exhibit Description · Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Form · SEC File No. · Exhibit · Filing Date | |||||
| 10.12+ | Amendment No. 1 to Employment Agreement, dated March 3, 2023 by and between the Company and Jeremy Stigall, amending the Employment Agreement dated May 31, 2022, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2023 | 10-Q | 001-34822 | 10.5 | May 11, 2023 |
| 10.13† | Development Agreement between MRI Interventions, Inc. and Siemens Medical Solutions USA, Inc., incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10/Q, as amended, filed on August 29, 2014 | 10-Q/A | 000-54575 | 10.1 | August 29, 2014 |
| 10.14† | Master Services and Licensing Agreement dated as of July 20, 2007 by and between SurgiVision, Inc. and Cedara Software Corp., as amended by that certain First Amendment dated January 18, 2011, incorporated by reference to Exhibit 10.20 to the Company's Form 10 filed on March 15, 2012 | 10 | 000-54575 | 10.20 | March 15, 2012 |
| 10.15† | Second Amendment to the Master Services and Licensing Agreement, dated as of June 22, 2012, by and between Merge Healthcare Canada Corp. and MRI Interventions, Inc., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 26, 2012 | 8-K | 000-54575 | 10.1 | June 26, 2012 |
| 10.16† | Third Amendment to the Master Services and Licensing Agreement, dated as of July 28, 2013, by and between Merge Healthcare Canada Corp. and MRI Interventions, Inc., incorporated by reference to Exhibit 10.56 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2013 | 10-Q | 000-54575 | 10.56 | August 14, 2013 |
| 10.17 | Standard Industrial/Commercial Single-Tenant Lease - Net, dated November 4, 2022 between ClearPoint Neuro, Inc. and the Hedda Marosi Living Trust and the Stella Feder Trust, incorporated by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K filed on November 7, 2022 | 8-K | 001-34822 | 10.1 | November 7, 2022 |
| 10.18 | At-The-Market Equity Offering Sales Agreement, dated November 7, 2024, by and between the Company and Stifel, Nicolaus & Company, Incorporated, incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on November 7, 2024 | 8-K | 001-34822 | 1.1 | November 7, 2024 |
| 10.19 | Form of Stock Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 12, 2025 | 8-K | 001-34822 | 10.1 | May 12, 2025 |
| 10.20 | Form of Note Purchase Agreement, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 12, 2025 | 8-K | 001-34822 | 10.2 | May 12, 2025 |
| 10.21 | ClearPoint Neuro, Inc. Non-Employee Director Compensation Plan, as amended and restated by the Board of Directors on May 18, 2025, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 19, 2025 | 8-K | 001-34822 | 10.1 | May 19, 2025 |
| 10.22 | Lease dated as of June 16, 2025, by and between BRE-BMR SCD LLC, a Delaware limited liability | 8-K | 001-34822 | 10.1 | June 17, 2025 |
| ExhibitNumber · Exhibit Description · Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Form · SEC File No. · Exhibit · Filing Date | |||||
| company, and ClearPoint Neuro, Inc., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 17, 2025 | |||||
| 10.23* · Consent and Amendment No. 1 to Note Purchase Agreement, dated November 5, 2025, by and among the Company, CALW SA LLC and the purchasers party thereto | |||||
| 10.24* · Consent, dated December 29, 2025, by and among the Company, CALW SA LLC, and the purchasers party thereto | |||||
| 19 | Insider Trading Compliance Policy, adopted on July 17, 2023, incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K filed on March 12, 2024 | 10-K | 001-34822 | 10.1 | March 12, 2024 |
| 21* | Subsidiaries of ClearPoint Neuro, Inc. | ||||
| 23.1* | Consent of Cherry Bekaert LLP | ||||
| 31.1* | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934 | ||||
| 31.2* | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934 | ||||
| 32++ | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) Under the Securities Exchange Act of 1934 and Section 1350 of Chapter 60 of Title 18 of the United States Code | ||||
| 97 | ClearPoint Neuro, Inc. Compensation Recoupment Policy, adopted on October 3, 2023, incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K filed on March 12, 2024 | 10-K | 001-34822 | 97 | March 12, 2024 |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
- Filed herewith.
† Confidential treatment granted under Rule 24b-2 under the Securities Exchange Act of 1934. The confidential portions of this exhibit have been omitted and are marked accordingly. The confidential portions have been filed separately with the Securities and Exchange Commission pursuant to the request for confidential treatment.
- Indicates management contract or compensatory plan.
++ This certification is being furnished solely to accompany this Annual Report pursuant to 18 U.S.C. Section 1350, and it is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SIGN ATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CLEARPOINT NEURO, INC. | |
| Date: March 17, 2026 | /s/ Joseph M. Burnett |
|---|---|
| Joseph M. Burnett | |
| Chief Executive Officer and President | |
| (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Joseph M. Burnett | President, Chief Executive Officer, and Director | March 17, 2026 |
| Joseph M. Burnett | (Principal Executive Officer) | |
| /s/ Danilo D’Alessandro | Chief Financial Officer | March 17, 2026 |
| Danilo D’Alessandro | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ R. John Fletcher | Chairman and Director | March 17, 2026 |
| R. John Fletcher | ||
| /s/ Lynnette C. Fallon | Director | March 17, 2026 |
| Lynnette C. Fallon | ||
| /s/ Pascal E.R. Girin | Director | March 17, 2026 |
| Pascal E.R. Girin | ||
| /s/ B. Kristine Johnson | Director | March 17, 2026 |
| B. Kristine Johnson | ||
| /s/ Matthew B. Klein | Director | March 17, 2026 |
| Matthew B. Klein | ||
| /s/ Linda M. Liau | Director | March 17, 2026 |
| Linda M. Liau | ||
| /s/ Timothy T. Richards | Director | March 17, 2026 |
| Timothy T. Richards | ||
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Audited Financial Statements: | |
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Operations | F-5 |
| Consolidated Statements of Stockholders’ Equity | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-9 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.