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 25, 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2023 annual meeting of the stockholders (the “Annual Meeting”) of ClearPoint Neuro, Inc. (the “Company”) held on May 24, 2023, the Company’s stockholders approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to reduce the number of authorized shares of the Company’s common stock from two hundred million (200,000,000) shares to ninety million (90,000,000) shares. No other changes were made to the Company’s certificate of incorporation. The foregoing description of the Certificate of Amendment is only a summary and is qualified in its entirety by the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders considered and voted on the following proposals:

(1)	The election of eight directors to serve until the 2024 annual meeting of stockholders;
(2)	The ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023;
(3)	The advisory approval of executive compensation; and
(4)	The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation.

Each proposal was approved and the final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or broker institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.

1.Election of Directors. The following named persons were elected as directors of the Company to serve until the 2024 annual meeting of stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification or removal. The votes were cast as follows:

Name	For	Withheld	Broker Non-Votes
Joseph M. Burnett	9,508,775	65,864	4,856,372
R. John Fletcher	8,847,706	726,933	4,856,372
Lynnette C. Fallon	8,767,508	807,131	4,856,372
Pascal E.R. Girin	8,847,611	727,028	4,856,372
B. Kristine Johnson	8,784,039	790,600	4,856,372
Matthew B. Klein	9,508,771	65,868	4,856,372
Linda M. Liau	9,504,476	70,163	4,856,372
Timothy T. Richards	8,848,151	726,488	4,856,372

2.Ratification of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The votes were cast as follows:

For	Against	Abstentions	Broker Non-Votes
14,419,693	3,150	8,168	—

3.Advisory approval of executive compensation. The stockholders, on an advisory basis, approved the compensation of the Company’s executives. The votes were cast as follows:

For	Against	Abstentions	Broker Non-Votes
9,224,361	127,029	223,249	4,856,372

4.Approval of the Amendment to the Amended and Restated Certificate of Incorporation. The stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation. The votes were cast as follows:

For	Against	Abstentions	Broker Non-Votes
14,331,081	14,944	84,986	—

Item  9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
Exhibit 3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ClearPoint Neuro, Inc.
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 25, 2023	CLEARPOINT NEURO, INC.
	By:	/s/ Danilo D’Alessandro
		Danilo D’Alessandro
		Chief Financial Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CLEARPOINT NEURO, INC.

________________________________________

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

________________________________________

CLEARPOINT NEURO, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

1.Section A of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended in its entirety to read as follows:

“A. Authorized Stock. The total number of shares which the Corporation shall have authority to issue is One Hundred Fifteen Million (115,000,000), consisting of Ninety Million (90,000,000) shares of Common Stock, par value $0.01 per share (the “Common Stock”), and Twenty Five Million (25,000,000) shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”).”

1.The amendment to the Amended and Restated Certificate of Incorporation of the Corporation effected hereby has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

1.This Certificate of Amendment will become effective as of 12:01 a.m. EST on May 25, 2023.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officer this 24th day of May, 2023.

CLEARPOINT NEURO, INC.

By: /s/ Joseph Burnett        

Name: Joseph Burnett

Title: President and Chief Executive Officer

XML

Cover	May 25, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 25, 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
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001285550