8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 22, 2023

_________________________________________

CLEARPOINT NEURO, INC.

(Exact name of registrant as specified in its charter)

_________________________________________

 

Delaware	001-34822	58-2394628
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

120 S. Sierra Ave., Suite 100

Solana Beach, CA 92075

(Address of principal executive offices, zip code)

(888) 287-9109

(Registrant’s telephone number, including area code)

_________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CLPT	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company o

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01     Other Events.

As part of a regular review of the corporate governance practices of ClearPoint Neuro, Inc. (the “Company”) and in an effort to continue to attract and retain qualified members of the Company’s Board of Directors (the “Board”), which includes compensating members appropriately for their services, the Compensation Committee of the Board recommended to the Board, and the Board approved revisions to the ClearPoint Neuro, Inc. Non-Employee Director Compensation Plan (the “Director Plan”), which provides annual cash and equity compensation, on the terms and conditions contained therein. The Director Plan had last been revised on May 21, 2022.

The foregoing description of the amended Director Plan is only a summary and is qualified in its entirety by the full text of the amended Director Plan, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item  9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
Exhibit 10.1	ClearPoint Neuro, Inc. Non-Employee Director Compensation Plan, as amended and restated by the Board of Directors on May 22, 2023.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 22, 2023	CLEARPOINT NEURO, INC.
	By:	/s/ Danilo D’Alessandro
		Danilo D’Alessandro
		Chief Financial Officer

EX-10.1

Exhibit 10.1

CLEARPOINT NEURO, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

This Non-Employee Director Compensation Plan (this “Plan”) sets forth the compensation for non-employee members of the Board of Directors (the “Board”) of ClearPoint Neuro, Inc. (the “Company”). This Plan applies only to non-employee members of the Board and is not applicable to employee members of the Board. This Plan will remain in effect until it is revised or rescinded by further action of the Board.

Retainers and Meeting Fees

The following table sets forth the fees to be paid to the non-employee directors of the Company:

Board of Directors:
Annual retainer for chairperson	$	75,000
Annual retainer for the other members	$	40,000
Audit Committee:
Annual retainer for chairperson	$	20,000
Annual retainer for the other members	$	10,000
Compensation Committee:
Annual retainer for chairperson	$	15,000
Annual retainer for the other members	$	7,500
Corporate Governance and Nominating Committee:
Annual retainer for chairperson	$	12,000
Annual retainer for the other members	$	7,500

The above retainers shall be paid in quarterly installments, in arrears, on the first business day following the end of the quarter. Each director may elect to have the Company pay all or a portion of his or her fees in shares of the Company’s common stock (“Common Stock”), in lieu of cash, in accordance with the practices established from time to time by the Board. Any such shares of Common Stock issued pursuant to this Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased on the open market.

The Company also reimburses each non-employee director for reasonable travel and other expenses in connection with attending meetings of the Board.

Equity Compensation – New Director One-Time Grant

Upon an individual becoming a non-employee director for the first time, the new director will receive a restricted stock unit award grant entitling him/her to shares valued at $135,000. Such restricted stock unit awards will vest on the first anniversary of the grant.

Equity Compensation - Annual Grants

Any individual who serves as a non-employee director on the day following an annual meeting of the Company’s stockholders shall receive a restricted stock unit award grant entitling him/her to shares valued at $135,000. Such restricted stock unit awards will vest on the earlier of the first anniversary of the grant date or the day immediately preceding the next annual meeting of stockholders.

Plan Revision History

•Original Plan – Effective January 1, 2013

•Amended and restated by the Board on June 13, 2013

•Further amended and restated by the Board on December 12, 2017

•Further amended and restated by the Board on June 25, 2021

•Further amended and restated by the Board on May 21, 2022

•Further amended and restated by the Board on May 22, 2023

XML

Cover	May 22, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 22, 2023
Entity Registrant Name	CLEARPOINT NEURO, INC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34822
Entity Tax Identification Number	58-2394628
Entity Address, Address Line One	120 S. Sierra Ave., Suite 100
Entity Address, City or Town	Solana Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92075
City Area Code	(888)
Local Phone Number	287-9109
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	CLPT
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001285550