ClearPoint Neuro, Inc.

Description of the Business and Financial Condition

ClearPoint Neuro, Inc. (the “Company”) is a commercial-stage medical device company focused on the development and commercialization of innovative platforms for performing minimally invasive surgical procedures in the brain. The Company deployed significant resources to fund its efforts to develop the foundational capabilities for enabling MRI-guided interventions, building an intellectual property portfolio, and identifying and building out commercial applications for the technologies it develops. Over the past several years, the Company’s efforts expanded beyond the MRI suite to encompass development and commercialization of new neurosurgical device products for the operating room setting, as well as consulting services for pharmaceutical and biotech companies, academic institutions, and contract research organizations. The Company was incorporated in the state of Delaware in March 1998, and has headquarters located in Solana Beach, California.

The Company’s initial product offering, the ClearPoint system, is an integrated system comprised of capital equipment and disposable products, designed to allow minimally invasive procedures in the brain to be performed in an MRI suite. The SmartFrame Array Neuro Navigation System and Software, introduced in 2021, allows for operating room placement and completion of the procedure in the MRI suite. Both systems provide guidance for the placement and operation of instruments or devices during the planning and operation of neurosurgical procedures. The Company received 510(k) clearance from the U.S. Food and Drug Administration (“FDA”) in 2010 to market the ClearPoint system in the United States for general neurosurgical interventional procedures; in February 2011, the Company also obtained CE marking for its ClearPoint system. In 2011 and 2018, the Company received 510(k) clearance and CE marking, respectively, for its SmartFlow Neuro cannula which is being used, or is under evaluation, along with the Company's services, by more than 60 pharmaceutical and biotech companies, academic institutions, or contract research organizations having a focus on biologics and drug delivery. The Company provides consulting services to pharmaceutical and other medical technology customers for improving outcome predictability and optimizing preclinical and clinical workflows. The Company's expertise is concentrated in benchtop testing, preclinical studies, clinical trial support, regulatory consultation, and over-arching translation from the preclinical to the clinical setting to enhance accuracy and precision of drug delivery. In September 2022, the ClearPoint Prism Neuro Laser Therapy System, for which the Company has exclusive global commercialization rights, received 510(k) clearance through the Company’s Swedish partner, Clinical Laserthermia Systems AB ("CLS").

In 2025, through the acquisition of IRRAS, the Company expanded its portfolio into neurocritical care. IRRAS is a commercial-stage medical technology company focused on treatments for intracerebral hemorrhage, intraventricular hemorrhage, and other conditions requiring intracranial fluid management.

The Company has several foreign wholly owned subsidiaries, primarily established for the purpose of employing the Company’s software team in Canada and clinical services representatives serving the Company’s customers in the United Kingdom and the EU. The activities of all subsidiaries are reflected in these condensed consolidated financial statements.

Macroeconomic Trends

The Company continues to monitor the impacts of various macroeconomic trends, such as inflationary pressure, changes in monetary policy, constraints on hospital capital spending, the introduction of or changes in tariffs or trade barriers, and global or local recession and geopolitical instability. Such changes in domestic and global macroeconomic conditions may lead to increased costs for the Company's business. Additionally, these macroeconomic trends could adversely affect the Company’s customers, which could impact their willingness to spend on the Company’s products and services, or their ability to make payments, which could harm the collection of accounts receivable and financial results. In particular, a portion of the Company's revenue is derived from products and services supporting pharmaceutical and biotechnology partners' preclinical and clinical development programs, and constraints in the funding environment for these partners, whether due to capital markets conditions or changes in government research funding, could cause partners to delay, scale back or discontinue programs utilizing the Company's products and services. The world’s financial markets remain susceptible to significant stresses, resulting in reductions in available credit and government spending, economic downturn or stagnation, foreign currency fluctuations and volatility in the valuations of securities generally. As a result, the Company’s ability to access capital markets and other funding sources may not be available in the future on commercially reasonable terms, if at all. The Company cannot predict with certainty the ultimate impact of these trends on its business, financial condition, results of operations or cash flows, which will depend on future developments. To date, these trends have not had a material adverse impact on the Company's business, financial condition or results of operations.

Liquidity

The Company has incurred net losses since its inception, which has resulted in a cumulative deficit at September 30, 2026 of$245.3 million. In addition, the Company’s use of cash from operations amounted to$20.1 million for the nine months ended September 30, 2026, and$23.9 million for the year ended December 31, 2025. Since its inception, the Company has financed its operations principally from the sale of equity securities and the issuance of notes payable.

In May 2025, the Company received net proceeds of approximately$3.3 million, after deducting offering expenses payable by the Company, from a registered direct offering. See Note 10 below for additional information.

Also in May 2025, the Company entered into a note purchase agreement (the “2025 NPA”) under which it may sell tranches of notes (the “Notes”) in an aggregate principal amount of up to$105.0 million. As of September 30, 2026, the Company had received net proceeds of approximately $48.1 million from the sale of two Notes thereunder. Interest on the Notes is payable 50% in cash and 50% in kind during each Note’s paid-in-kind (“PIK”) period. The last scheduled PIK payment on the First Purchase Note occurred in September 2026, and the last scheduled PIK payment on the Third Tranche Note (each as defined in Note 8 below) will occur in March 2027. The Company may extend each PIK period by up to two quarters by notifying the purchaser agent no later than one business day before the applicable interest payment date. After each PIK period ends, interest on that Note will be payable entirely in cash, which will increase the Company’s cash used to service interest obligations. In addition, beginning with the first fiscal quarter of 2027, the Company will make quarterly revenue participation payments based on Net Revenue (as defined in the 2025 NPA). See Note 8 below for additional information regarding the 2025 NPA and the Notes.

In November 2024, the Company established an at-the-market ("ATM") equity offering program under which the Company may offer and sell, from time to time, shares of its common stock having aggregate sales proceeds of up to $50.0 million. During thethree and nine months ended September 30, 2026,1,530,000 shares were sold under the ATM equity offering program for net proceeds of$22.0 million, after deducting issuance costs of$0.5 million. As of September 30, 2026,$27.5 million remained unsold and available for sale under the ATM equity offering program. See Note 10 below for additional information.

As required by accounting principles generally accepted in the United States (“GAAP”), the Company has evaluated its ability to continue as a going concern for at least the next twelve months from the date of issuance of these financial statements. The Company has determined that based on its current forecasts, its existing cash and cash equivalent balances at September 30, 2026 are sufficient to support the Company’s operations and meet its obligations for at least the next twelve months from the date of issuance of these financial statements.

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on a basis consistent with the Company’s December 31, 2025 audited consolidated financial statements, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth therein. These condensed consolidated financial statements have been prepared in accordance with SEC rules for interim financial information, and, therefore, omit certain information and footnote disclosures necessary to present such statements in accordance with GAAP. The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2025 Form 10-K. The accompanying condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by GAAP for a complete set of financial statements. The results of operations for the three and nine months ended September 30, 2026, may not be indicative of the results to be expected for the entire year or any future periods.

Restricted Cash

The Company has restricted cash pledged as a security deposit and collateral related to its operating leases. Amounts related to the cash pledged as collateral expected to be released within twelve months of the accompanying condensed consolidated balance sheets are classified in other current assets. The remaining noncurrent balance is presented in other assets in the accompanying condensed consolidated balance sheets.

Inventory

Inventory, which consists of raw materials, work in process, and finished goods available for sale, is carriedat the lower of cost or net realizable value. The costs of inventory are determined using the standard cost method, which approximates actual cost based on a first-in, first-out method. The Company periodically reviews its inventory for excess and obsolete items and provides a reserve upon identification of potentially excess or obsolete items.

Business Combinations

Under the acquisition method of accounting, the Company allocates the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. These valuations require the Company to make estimates and assumptions, especially with respect to intangible assets. The excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. Costs incurred to complete a business combination, such as legal and other professional fees, are expensed as incurred.

Ifthe initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, the Company reports provisional amounts in the financial statements. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. These adjustments to the provisional amounts are recorded witha corresponding offset to goodwill. Any adjustments identified after the measurement period are recorded in the consolidated statements of operations.

Goodwill, Intangible Assets and Other Long-Lived Assets

Assets acquired, including intangible assets, and liabilities assumed are measured at fair value as of the acquisition date. Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of the net assets acquired.

Goodwill is not amortized; however, it is reviewed for impairment at least annually, or more frequently if an event occurs indicating the potential for impairment. Goodwill is considered to be impaired if the carrying value of the reporting unit exceeds its respective fair value.

The Company performs the goodwill impairment analysis at the reporting unit level, which aligns with its reporting and operating segment structure and availability of discrete financial information. During the goodwill impairment review, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the Company's overall financial performance. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative goodwill impairment test. If the carrying amount of the reporting unit exceeds the fair value, the Company records an impairment loss based on the difference. The qualitative assessment for the reporting unit may be bypassed and instead the Company may proceed directly to the quantitative goodwill impairment test.

Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range fromone toten years. The Company's intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. The carrying value is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss is measured as the amount by which the carrying amount exceeds its fair value.

Revenue Recognition

The Company’s revenue is comprised primarily of: (1) product revenue resulting from the sale of disposable products related to neurosurgery navigation, therapy, neurocritical care, and biologics and drug delivery, as well as ClearPoint and IRRA flow capital equipment and ClearPoint software; and (2) service revenue resulting from development services and consultation revenue in connection with customer-sponsored preclinical and clinical trials, as well as revenue resulting from the service, installation, training, and shipping related to ClearPoint capital equipment and software. The Company recognizes revenue when (i) control of the Company’s products is transferred to its customers or (ii) services are provided to customers, each in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services, in a process that involves identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when or as the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. When a contract calls for the satisfaction of multiple performance obligations for a single contract price, the Company typically allocates the contract price among the performance obligations based on the relative stand-alone selling prices for each such performance obligation customarily charged by the Company. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control.

Lines of Business; Timing of Revenue Recognition

Product Revenue:

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Neurosurgery navigation, therapy, neurocritical care, and biologics and drug delivery product sales: Revenue from the sale of neurosurgery navigation products (consisting of disposable products sold commercially and related to cases utilizing the ClearPoint system), therapy products (consisting primarily of disposable laser-related products used in neurosurgical procedures), neurocritical care products (consisting of disposable products sold commercially and related to cases utilizing the IRRA flow system), biologics and drug delivery products (consisting primarily of disposable products related to customer-sponsored preclinical and clinical trials), is generally based on customer purchase orders, and is recognized at the point in which legal title, and risks and rewards of ownership, transfer to the customer.

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Capital equipment and software sales:

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Capital equipment and software sales preceded by evaluation periods: Revenue for capital equipment and software sales (consisting of computer hardware and software that are integral components of the ClearPoint system or the IRRA flow system) which are preceded by customer evaluation periods is recognized at the point in time that the Company is in receipt of a purchase order and all related items have been shipped to the customer. During these evaluation periods, installation of the systems has been completed, if required, training of customer personnel has been completed, and the systems have been in operation.

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Capital equipment and software sales not preceded by evaluation periods: Revenue from sales of capital equipment and software not having been preceded by an evaluation period is recognized upon delivery to the customer and installation, if required.

For both types of capital equipment and software sales described above, the determination of the point in time at which to recognize revenue represents that point at which the customer has legal title, physical possession, and the risks and rewards of ownership, and the Company has a present right to payment.

Service Revenue:

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Neurosurgery navigation and therapy services: The Company recognizes revenue for such services over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation.

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Biologics and drug delivery services and other revenue:

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Consultation and Development Services: The Company recognizes consultation and development service revenue over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The Company may use output methods, such as time elapsed, or input methods, such as labor hours expended or costs incurred, to measure progress depending on which better depicts the transfer of control to the customer.

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License fees: The Company grants licenses to customers to develop and commercialize its SmartFlow Neuro cannula devices with the customers' proprietary biologics as a combination device. License fees represent the use of functional intellectual property as it exists at the point in time at which the license is granted and does not require any significant development or customization. Accordingly, the Company recognizes license revenue at the point in time in which the license becomes effective and the intellectual property is made available to the customer.

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Milestone fees: Event-based payments which are subject to the customer's achievement of specified development or regulatory milestones are included in the transaction price if, in the Company's judgment, it is probable that these milestones will be achieved and a significant future reversal of cumulative revenue under the contract will not occur. The Company re-evaluates the probability of achievement of such milestone at the end of each reporting period and adjusts the transaction price as necessary.

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Capital equipment-related services:

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Equipment service: Revenue from service of ClearPoint capital equipment and software previously sold to customers is based on agreements with terms ranging fromone tothree years and is recognized ratably on a monthly basis over the term of the service agreement. A time-elapsed output method is used for service revenue because the Company transfers control evenly by providing a stand-ready service.

The Company may also enter into contracts with customers for capital equipment, which bundle maintenance and support services and access to software and hardware upgrades made commercially available over the term of the contract, for a single contract price, typically paid on an annual basis. The Company allocates the contract price among the performance obligations based on the relative stand-alone prices for each such performance obligation and recognizes the revenue ratably on a monthly basis. A time-elapsed output method is used as the Company is providing a stand-ready service for each of the performance obligations.

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Installation, training, and shipping: Consistent with the Company's recognition of revenue for capital equipment and software sales as described above, fees for installation, training, and shipping in connection with sales of capital equipment and software that have been preceded by customer evaluation periods are recognized as revenue at the point in time the Company is in receipt of an executed purchase order for the equipment and software. Installation, training, and shipping fees related to capital equipment and software sales not having been preceded by an evaluation period are recognized as revenue concurrent with the recognition of revenue of the related capital equipment.

Payment terms under contracts with customers generally are in a range of 30-60 days after the customers’ receipt of the Company’s invoices.

The Company's terms and conditions do not provide for a right of return unless for: (a) product defects; or (b) other conditions subject to the Company's approval.

See Note 4 below for additional information regarding revenue recognition.

Net Loss Per Share

The Company computes net loss per share using the weighted-average number of common shares outstanding during the period. Basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which consist of the Company’s outstanding common stock options and unvested restricted stock units, as described in Note 10, would be anti-dilutive, due to the reporting of a net loss for each of the periods in the accompanying condensed consolidated statements of operations.

Concentration Risks and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company classifies all highly liquid investments with original stated maturities of three months or less from the date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months but less than twelve months as short-term investments.

The Company holds substantially all its cash and cash equivalents on deposit with financial institutions in the U.S. that are insured by the Federal Deposit Insurance Corporation or in U.S. government debt securities. At September 30, 2026, the Company had approximately$0.3 million in bank balances that were in excess of the insured limits.

There were no customers whose accounts receivable balances represented greater than 10% of accounts receivable at either September 30, 2026 or December 31, 2025.

One pharmaceutical customer, a related party who is a former stockholder and former noteholder, and whose chief executive officer is a member of the Company's Board of Directors, for whom the Company provides hardware, software, clinical services and market development services in support of the customer's clinical trials, and from whom the Company earns a quarterly fee, accounted for 6% of total sales for each of the three and nine months ended September 30, 2026, and 8% of total sales for each of the three and nine months ended September 30, 2025.

Prior to granting credit to a customer, the Company generally performs credit evaluations of the customers’ financial condition. In general, the Company does not require collateral from customers in connection with an extension of credit. The accounts receivable balance is reduced by an allowance for credit losses from the potential inability of the Company's customers to make required payments. The allowance for credit losses at September 30, 2026 and December 31, 2025 was$0.2 million and$1.2 million, respectively. The Company evaluates the historic loss experience on the accounts receivable balance and also considers separately customers with receivable balances that may be negatively impacted by current economic developments and market conditions. The estimate is a result of the Company's ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses and future expectations.

The Company is subject to risks common to emerging companies in the medical device industry, including, but not limited to: new technological innovations; acceptance and competitiveness of its products; dependence on key personnel; dependence on key suppliers; its ability to maintain its third-party collaboration, license and joint development partners; changes in general economic conditions and interest rates; its ability to obtain additional funding to support its business; regulatory uncertainty; protection of proprietary technology; compliance with changing government regulations; uncertainty of widespread market acceptance of products; access to credit for capital purchases by customers; and product liability claims. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannotbe accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results.

Recent Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this pronouncement on its related disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which improves the operability of the accounting for internal-use software by removing all references to software development project stages so that the guidance is neutral to different software development methods. This standard is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential impact of the new pronouncement.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. ASU 2025-11 provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This standard is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential impact of the new pronouncement.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation. On the condensed consolidated statements of operations, interest (expense) income, net was disaggregated into interest expense and interest income. On the condensed consolidated balance sheets, "Other long-term liabilities" was renamed "Accrued interest payable." On the condensed consolidated statements of cash flows, "Allowance for credit losses (recoveries)" was renamed "(Recovery of) provision for bad debt expense," and the change in accrued interest payable was presented separately from accounts payable and accrued expenses. These reclassifications had no effect on previously reported net loss, total assets, total liabilities, stockholders’ equity, or net cash used in operating activities.

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed consolidated financial statements were issued. Material subsequent events that required recognition or additional disclosure in the condensed consolidated financial statements are presented.

Business Combination

On November 20, 2025, the Company acquired all of the outstanding equity interests of IRRAS Holdings, Inc., or IRRAS, a medical technology company focused on neurocritical care. The total consideration for the acquisition, payable as of closing, was $5.0 million in cash and 1,325,000 sharesof the Company’s common stock, subject to certain adjustments including for indebtedness, working capital and the satisfaction of indemnification obligations. As described below, the former equityholders of IRRAS are also eligible for earnout cash payments.

Of the total consideration, payable as of closing, (i) the Company paid $5.0 million on behalf of IRRAS directly to third parties to satisfy IRRAS' outstanding liabilities, (ii) the Company paid the former equityholders of IRRAS cash consideration of $0.02 million, and (iii) the Company paid or will pay the former equityholders of IRRAS equity consideration of $17.8 million in the form of 1,319,010 shares of the Company's common stock, subject to adjustment for the satisfaction of indemnification obligations.

Of the $17.8 million of equity consideration, up to 0.2 million shares of the Company's common stock remain to be issued, consisting of shares issuable to the extent not applied to satisfy the indemnification obligations of the former equityholders of IRRAS, which shares may be issued, in whole or in part, sixteen months following the closing of the acquisition, subject to the terms of the merger agreement. During thenine months ended September 30, 2026, the Company issued 227,556 shares of common stock to the former equityholders of IRRAS.

The Company also agreed to pay the former equityholders of IRRAS a contingent cash payment equal to 25% of that portion of net sales of IRRAS products that exceeds (a) $13.0 million in 2026, (b) $17.0 million in 2027, and (c) $22.0 million in 2028, in each case, payable within 90 days after the end of the applicable year. The Company determined that the fair value of the earnout liability, developed based on inputs classified as Level 3 within the fair value hierarchy, is nominal as of the acquisition date and as of September 30, 2026.

The acquisition of IRRAS has been accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” with the Company treated as the accounting acquirer, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The Company is still finalizing the allocation of the purchase price and changes to this allocation may occur as additional information becomes available related to the valuation of the intangible assets, indemnification claims, and accrued expenses, with such changes recorded as an adjustment to goodwill during the measurement period. The Company has not recorded any measurement period adjustments during the three or nine months ended September 30, 2026.

Revenue Recognition

Revenue by Service Line

Contract Balances

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Contract assets – The timing of revenue recognition may differ from the time of billing to the Company's customers. In most cases, customers are billed upon shipment of products or delivery of services and the related contract assets, which represent an unconditional right to consideration, comprise the accounts receivable balance. When revenue is recognized in advance of its right to bill and receive consideration, the Company records this unbilled receivable as a contract asset, which is classified as other current assets in the accompanying condensed consolidated balance sheets.

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Contract liabilities –Contract liabilities consist of amounts that have been invoiced to customers and for which the Company has the right to bill, but that have not been recognized as revenue as the related goods or services have not been transferred. The Company's contract liabilities are generally comprised of the following: (1) capital equipment and software-related service fees that are typically billed and collected at the inception of the service agreements, which have terms ranging fromone tothree years; (2) annual fees for agreements with customers that bundle the capital equipment and software-related service fees with software and hardware upgrades that are made commercially available over the term of the contract; and (3) up-front payments from customers made in connection with consulting services. The unearned portion of all such fees is classified as contract liabilities.

During the three and nine months ended September 30, 2026, the Company recognized approximately$0.2 million and$1.3 million, respectively, of revenue which was previously included in contract liabilities in the condensed consolidated balance sheet at December 31, 2025. During the three and nine months ended September 30, 2025, the Company recognized approximately$0.2 million and$1.2 million, respectively, of revenue which was previously included in contract liabilities in the condensed consolidated balance sheet at December 31, 2024.

Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes contract liabilities that will be recognized as revenue in future periods. The majority of the remaining performance obligations relate to capital equipment and software-related service agreements and the upfront payments discussed under the heading "Contract Balances" above, which amounted to approximately$2.0 million at September 30, 2026. The Company expects to recognize approximately 78% of this revenue over the next twelve months and the remainder thereafter.

Fair Value Measurement

Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The fair value of cash and cash equivalents of$46.2 million and$45.9 million as of September 30, 2026 and December 31, 2025, respectively, is derived using Level 1 inputs. The cash equivalents are comprised of short-term bank deposits, money market funds, and U.S. Government debt securities with original maturities of three months or less, for which the Company believes that the carrying value is a reasonable estimate of fair value.

Inventory

Inventory consists of the following as of September 30, 2026 and December 31, 2025:

Goodwill and Intangible Assets

Goodwill

A summary of the activity impacting goodwill is presented below (in thousands):

Intangible Assets

The following table shows the cost, accumulated amortization, and weighted average remaining life for the acquired intangible assets as of the dates indicated in the tables below (in thousands):

The tables below set forth amortization expense for the periods presented (in thousands):

The estimated future annual amortization of finite-lived intangible assets is shown in the following table (in thousands). Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors.

Note Payable

On May 12, 2025, the Company entered into a note purchase agreement (the “2025 NPA”) with TPC Investments III, LP, an affiliate of Oberland Capital Management LLC (the “2025 Investor”), and CALW SA, LLC, as purchaser agent, under which the Company may sell to the 2025 Investor tranches of notes (“Notes”) in an aggregate principal amount of up to$105.0 million. Under the terms of the 2025 NPA, (a) the Company sold a Note in the principal amount of$30.0 million (the “First Purchase Note”) to the 2025 Investor upon signing of the 2025 NPA, (b) at the option of the Company, the Company may sell an additional$25.0 million in principal amount of Notes, in up totwo increments of$12.5 million each, at any time prior to December 31, 2026, and (c) at the option of the Company and the 2025 Investor, the Company may sell up to$50.0 million in principal amount of Notes, at any time prior to December 31, 2026 (the “Third Tranche of Notes”).

In connection with the signing of the merger agreement pursuant to which the Company acquired IRRAS, the Company and the 2025 Investor entered into an amendment to the 2025 NPA pursuant to which the 2025 Investor agreed to purchase$20.0 million in principal amount of the Third Tranche of Notes under the 2025 NPA following the closing of the IRRAS acquisition (the “Third Tranche Note”). The Third Tranche Note was sold to the 2025 Investor on November 20, 2025.

The purchase price of the Notes is, in each case,98% of the principal amount thereof. The net proceeds from the sale of the First Purchase Note, after deducting the debt discount and debt issuance costs of$0.6 million and$0.7 million, respectively, was approximately$28.7 million. The net proceeds from the sale of the Third Tranche Note, after deducting the debt discount and debt issuance costs, was approximately$19.4 million.

The outstanding principal amount of the Notes bears interest at a rate per annum equal to the sum of: (i) the greater of the Term SOFR (as defined in the 2025 NPA) and 4.30%; and (ii)3.95%, with a minimum rate of 8.25% and a cap of 9.50%, payable quarterly in arrears. For the first six quarters following the purchase date for each sale of Notes (each, a “Purchase Date”),50% of the interest due will be paid-in-kind and added to the then-outstanding principal balance of the Notes, which may be extended by two quarters at the Company’s option.

For the three and nine months ended September 30, 2026, the Company recognized interest expense of$1.4 million and$4.2 million, respectively, which is recorded in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2025, the Company recognized interest expense of$0.9 million and$1.3 million, respectively, which is recorded in the condensed consolidated statements of operations. As of September 30, 2026, the effective interest rate on the Notes was 11.3%.

The Notes mature on the sixth anniversary of their Purchase Date or the date on which all amounts owing to the 2025 Investor have been paid in full (the “Maturity Date”). Upon the occurrence and during the continuance of an Event of Default (as defined in the 2025 NPA) under the 2025 NPA, the then-applicable interest rate on all outstanding obligations will increase by 4.00%.

Beginning with the first fiscal quarter of 2027 and continuing until the Maturity Date of the First Purchase Note, the 2025 Investor will receive 0.375% of Net Revenue (as defined in the 2025 NPA) for each fiscal quarter (of up to $50.0 million of Net Revenue for each fiscal year), payable quarterly. As a result of the sale of the Third Tranche Note, this percentage increased by 0.15% and is payable for each fiscal quarter beginning with the first fiscal quarter of 2027 and continuing until the Maturity Date of the Third Tranche Note. The outstanding principal amount of the Notes, interest accrued thereon and any other amounts owing to the 2025 Investor under the 2025 NPA, will be due and payable on the applicable Maturity Date.

All of the Notes may be redeemed prior to the Maturity Date at the option of the Company, subject to payment of the Repayment Amount (as defined in the 2025 NPA). The 2025 Investor may demand redemption of the Notes prior to the Maturity Date in the event of a Change of Control (as defined in the 2025 NPA) of the Company or an Event of Default. The Repayment Amount will be: (a) if redemption occurs before the first anniversary of the date of issuance of a Note,117.5% of the principal amount of such Note; (b) if redemption occurs after the first anniversary and prior to the second anniversary of the date of issuance of a Note,125% of the principal amount of such Note; (c) if redemption occurs after the second anniversary and prior to the third anniversary of the date of issuance of a Note,135% of the principal amount of such Note; (d) if redemption occurs after the third anniversary and prior to the fourth anniversary of the date of issuance of a Note, an amount that would generate an internal rate of return to the 2025 Investor of 11.50%; (e) if redemption occurs after the fourth anniversary of the date of issuance of a Note and prior to the sixth anniversary of the date of issuance of a Note, an amount that would generate an internal rate of return to the 2025 Investor of 10.50%; (f) if redemption occurs on the sixth anniversary of the date of issuance of a Note, an amount that would generate an internal rate of return to the 2025 Investor of 9.50%, minus, in each case, the sum of regularly scheduled interest paid in cash, payments of proceeds of insurance policies pursuant to the terms of the 2025 NPA, and payments of revenue participation in cash prior to such redemption date.

The 2025 NPA contains no financial covenants. The Company’s obligations under the 2025 NPA are subject to customary covenants, including limitations on the Company’s ability to dispose of assets, undergo a change of control, merge with or acquire other entities, incur debt, incur liens, pay dividends or other distributions to holders of its capital stock, repurchase stock and make investments, in each case subject to certain exceptions. The

Company’s obligations under the 2025 NPA are secured by a security interest on substantially all of the Company’s assets, including its intellectual property. The obligations of the 2025 Investor to purchase Notes are subject to certain customary conditions precedent.

The Company assessed the provisions of the 2025 NPA to determine if the agreement included any embedded derivative features by evaluating each feature against the nature of the host instrument. The only embedded feature which was determined to meet the characteristics of a derivative and require bifurcation and separate accounting was the 2025 Investor's right to demand redemption prior to the Maturity Date in the event of a Change of Control or an Event of Default. The fair value of the identified derivative was determined to be nominal as the probability of Change of Control or Event of Default was negligible at inception and at September 30, 2026. For each subsequent reporting period, the Company will evaluate the probability of the Investor's right to demand redemption and record the applicable fair value as of the end of each reporting period.

Scheduled principal payments as of September 30, 2026 with respect to the Notes are summarized as follows (in thousands):

Commitments and Contingencies

Operating Leases

The Company subleases office space in Solana Beach, California, which serves as its corporate headquarters and houses certain management and personnel. The sublease term commenced on December 15, 2020, was set to expire on December 31, 2026, and was renewable for an additional five-year period, at the Company’s option, at the then fair market value. On July 8, 2026, the Company entered into an amendment to the sublease, under which the term of the sublease was extended by an additional five years to December 31, 2031. The Company accounted for this amendment as a lease modification by remeasuring the right-of-use asset and lease liability as of the effective date and recorded an additional right-of-use asset and lease liability of$2.3 million.

The Company leases space in Carlsbad, California, that serves as office space and a manufacturing facility under a lease that commenced on June 1, 2023 and ends on May 31, 2033. The Company hastwo options to extend the lease term forthirty-six orsixty months, at the then fair market rental value.

On June 16, 2025, the Company entered into a lease agreement to expand into approximately 30,171 square feet within a life science building located in San Diego, California. The Company will use the facility, known as the ClearPoint Advanced Laboratories (the “CAL”), for office, research and development, and laboratory purposes, supporting preclinical contract research. The building was occupied in three phases, the first of which (6,818 square feet) was made available upon lease signing. The next phase (9,833 square feet) was made available in March 2026, and the final phase (13,520 square feet) was made available in July 2026. The lease agreement expires on the last day of the calendar month that is 132 months (11 years) after the date on which the last phase was made available, subject to the Company's right toextend the lease term for one additional five-year period, at the then fair market rental value. The initial monthly base rent is $5.95 per square foot, subject to annual increases of 3%, with payment for the first and second phases to commence after occupation of the second phase and the payment for the third phase tocommence after occupation of the third phase. The monthly base rent will be abated: (i) for the second through thirteenth months after the second phase occupation for the first and second phases; and (ii) for the first through twelfth months after the third phase occupation solely for the third phase. The Company determined that the three phases of the lease agreement constitute separate lease components, and calculated the right-of-use assets and lease liabilities of the first, second, and third phases of $3.3 million,$4.9 million, and$6.7 million, respectively.

In connection with the IRRAS acquisition, the Company assumed an operating lease for 21,200 square feet used for manufacturing and office purposes located in San Diego, California. The lease is set to expire in April 2031, with theoption to extend the lease for one additional five-year term, at the then fair market rental rate.

The aforementioned leases are classified as operating leases in conformity with GAAP. The aggregate lease costs were$1.0 million and$2.3 million for the three and nine months ended September 30, 2026, respectively, and$0.4 million and$0.8 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, future minimum lease payments are as follows (in thousands):

Purchase Commitments

The Company is a party to various purchase arrangements related to its manufacturing and research and development activities. At September 30, 2026, there was approximately$7.5 million of open purchase orders and contractual obligations in the ordinary course of business, the majority of which are due withinone year. Additionally, the Company is also a party to a license and collaboration agreement which requires minimum purchase commitments for aseven-year period starting in 2023. The total remaining minimum purchase commitments related to this agreement are$3.5 million through 2029.

Stockholders’ Equity

2025 Stock Purchase Agreement (“2025 SPA”)

On May 12, 2025, the Company entered into the 2025 SPA with TPC Investments III, LP, an affiliate of Oberland Capital Management, relating to the purchase and sale in a registered direct offering of an aggregate of 275,808 shares of the Company’s common stock at a price of$12.69 per share, based on the trailing 30-trading day volume-weighted average price of the Company’s common stock. The aggregate net proceeds to the Company from the offering totaled approximately$3.3 million after deducting offering expenses payable by the Company.

2024 At-The-Market Equity Offering

In November 2024, the Company entered into an At-The-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company, Incorporated, as sales agent (the “ATM Agreement”) to, from time to time, sell shares of its common stock having aggregate sales proceeds of up to $50.0 million, subjectto the terms and conditions of the ATM Agreement. During the three and nine months ended September 30, 2026,1,530,000 shares were sold under the ATM Agreement for net proceeds of$22.0 million, after deducting issuance costs of$0.5 million. As of September 30, 2026,$27.5 million remained unsold and available for sale under the ATM Agreement.

Equity Compensation Plans

The Seventh Amended and Restated 2013 Incentive Compensation Plan became effective in May 2026, which amended and restated the previous plan primarily to increase the number of shares of common stock available for awards by 1,000,000 shares. The plan permits the issuance of stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and other awards to selected employees, directors, and consultants of the Company. The equity incentive plans are more fully described in Note 11 to the consolidated financial statements in the 2025 Form 10-K.

The Company's equity awards granted to certain employees provide for net share settlement, pursuant to which shares otherwise issuable upon vesting are withheld to satisfy the applicable employee's statutory tax withholding obligations. The Company remits cash to the applicable taxing authorities related to these withheld shares at the time of vesting.

Share-Based Compensation Expense

The Company records share-based compensation expense on a straight-line basis over the vesting periods of the related grants and recognizes forfeitures as they occur. The following table sets forth share-based compensation expense included in the condensed consolidated statements of operations:

Share-based compensation expense by type of share-based award is summarized below:

Total unrecognized compensation expense by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized:

Stock Option Activity

Stock option activity for thenine months ended September 30, 2026 is summarized below:

Restricted Stock Unit Activity

Restricted stock unit activity for the nine months ended September 30, 2026 is summarized below:

Employee Stock Purchase Plan

In June 2021, the Company’s stockholders adopted and approved the ClearPoint Neuro, Inc. Employee Stock Purchase Plan (the “ESPP”), which allows eligible employees to acquire shares of the Company’s common stock through payroll deductions at a discount to market price. In May 2025, the ESPP was amended to increase the number of shares of common stock reserved for issuance from 400,000 to 700,000 shares. During the nine months ended September 30, 2026,45,793 shares were purchased under the ESPP at an average offering price of$11.93. There are 336,670 shares remaining available for issuance under the ESPP as of September 30, 2026.

Segment Disclosures

The Company is a medical device company offering precise navigation to the brain, and provides clinical products and preclinical development services for controlled drug and device delivery. Even with the acquisition of IRRAS, the Company's operations are based in, and revenues are derived predominantly in, the United States, and business activities are managed on a consolidated basis. The Company operates inone reportable segment.

The Company's Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM regularly reviews disaggregated revenue data by product line as disclosed in Note 4; however, consolidated net income (loss) is utilized as the measure of profit and loss to assess performance of the business and determination on how to allocate resources. Significant expenses within net income (loss) include cost of revenue, research and development, sales and marketing, and general and administrative expenses, which are each separately presented on the Company's condensed consolidated statements of operations. Segment asset information is not used by the CODM to allocate resources.