shar
As filed with the Securities and Exchange Commission on May 16, 2024
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CLEARPOINT NEURO, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | 58-2394628 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
120 S. Sierra Ave., Suite 100 Solana Beach, California | 92075 |
| (Address of principal executive offices) | (Zip Code) |
FIFTH AMENDED AND RESTATED 2013 INCENTIVE COMPENSATION PLAN
(Full title of the plans)
Ellisa Cholapranee
General Counsel and Secretary
120 S. Sierra Ave., Suite 100
Solana Beach, California 92075
(Name and address of agent for service)
(888) 287-9109
(Telephone number, including area code, of agent for service)
With copies to:
Richard F. Mattern, Esq.
Bass, Berry & Sims PLC
The Tower at Peabody Place – 100 Peabody Place, Suite 1300
Memphis, TN 38103-3672
(901) 543-5933
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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | |
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging 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 revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of (i) the registration statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on October 25, 2013 (Registration No. 333-191908), (ii) the registration statement on Form S-8 filed by the Registrant with the Commission on August 17, 2015 (Registration No. 333-206432), (iii) the registration statement on Form S-8 filed by the Registrant with the Commission on October 3, 2017 (Registration No. 333-220783), (iv) the registration statement on Form S-8 filed by the Registrant with the Commission on June 3, 2020 (Registration No. 333-238907), and (v) the registration statement on Form S-8 filed by the Registrant with the Commission on June 1, 2022 (Registration No. 333-265349), with respect to the ClearPoint Neuro, Inc. 2013 Incentive Compensation Plan, as amended and restated.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing information required by Part I of this Registration Statement will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the Note to Part I of Form S-8, such documents are not filed with the Commission either as a part of this Registration Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Registrant with the Commission, are incorporated by reference into this Registration Statement:
•The description of the Registrant’s Common Stock set forth in the Registrant’s Registration Statement on Form 8A12B filed with the Commission on December 6, 2019 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the filing of this Registration Statement (except for any portions of the Registrant’s current reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item 8. Exhibits.
The exhibits listed below are filed as part of or incorporated into this Registration Statement.
| | | | | | | | |
| Exhibit No. | | Description |
| 4.1 | | |
| | |
| 4.2 | | |
| | |
| 4.3 | | |
| | |
| 4.4 | | |
| | |
| 4.5 | | |
| | |
| 4.6 | | |
| | | |
| 4.7 | | |
| | |
| 4.8 | | |
| | |
| 4.9 | | |
| | |
| 4.10 | | |
| | | |
| 4.11 | | |
| | | |
| 5.1* | | |
| | | |
| 23.1* | | |
| | | |
| 23.2* | | |
| | | |
| 24.1* | | |
| | | |
| 107* | | |
| | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Solana Beach, state of California, on May 16, 2024.
| | | | | | | | |
By: | | /s/ Joseph M. Burnett |
| Name: | | Joseph M. Burnett |
| Title: | | Chief Executive Officer and President |
POWER OF ATTORNEY
The undersigned directors and officers do hereby constitute and appoint Joseph M. Burnett and Danilo D’Alessandro and Ellisa Cholapranee and each of them, with full power of substitution, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our name and behalf in our capacities as directors and officers, and to execute any and all instruments for us and in our names in the capacities indicated below, that such person may deem necessary or advisable to enable the registrant to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement, including specifically, but not limited to, power and authority to sign for us, or any of us, in the capacities indicated below, any and all amendments hereto (including pre-effective and post-effective amendments or any other registration statement filed pursuant to the provisions of Rule 462(b) under the Securities Act); and we do hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
/s/ Joseph M. Burnett | | Chief Executive Officer and Director | | May 16, 2024 |
| Joseph M. Burnett | | (Principal Executive Officer) | | |
/s/ Danilo D’Alessandro | | Chief Financial Officer | | May 16, 2024 |
| Danilo D’Alessandro | | (Principal Financial and Accounting Officer) | | |
/s/ R. John Fletcher | | Director | | May 16, 2024 |
| R. John Fletcher | | | | |
/s/ Lynnette C. Fallon | | Director | | May 16, 2024 |
| Lynnette C. Fallon | | | | |
/s/ Pascal E.R. Girin | | Director | | May 16, 2024 |
| Pascal E.R. Girin | | | | |
| | | | |
| /s/ B. Kristine Johnson | | Director | | May 16, 2024 |
| B. Kristine Johnson | | | | |
| | | | |
| /s/ Matthew B. Klein | | Director | | May 16, 2024 |
| Matthew B. Klein | | | | |
/s/ Linda M. Liau | | Director | | May 16, 2024 |
| Linda M. Liau | | | | |
/s/ Timothy T. Richards | | Director | | May 16, 2024 |
| Timothy T. Richards | | | | |
Calculation of Filing Fee Tables
Form S-8
(Form Type)
ClearPoint Neuro, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, $0.01 par value per share | Other(3) | 1,950,000(2) | $5.91 | $11,524,500.00 | 0.00014760 | $1,701.02 |
| Total Offering Amounts | | $11,524,500.00 | | $1,701.02 |
| Total Fee Offsets | | | | — |
| Net Fee Due | | | | $1,701.02 |
| | | | | |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, $0.01 par value (the “Common Stock”) of ClearPoint Neuro, Inc. (the “Registrant”), which become issuable under the ClearPoint Neuro, Inc. Fifth Amended and Restated 2013 Incentive Compensation Plan (the “Fifth Amended 2013 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock. |
| (2) | Represents an additional 1,950,000 shares of Common Stock of the Registrant issuable under the Fifth Amended 2013 Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low sales prices of the Common Stock as reported on The Nasdaq Capital Market on May 10, 2024, which was $5.91 per share. |
The Tower at Peabody Place
100 Peabody Place, Suite 1300
Memphis, Tennessee 38103
(901) 543-5900
May 16, 2024
Board of Directors
ClearPoint Neuro, Inc.
120 S. Sierra Avenue, Suite 100
Solana Beach, California 92075
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ClearPoint Neuro, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) relating to an additional 1,950,000 shares of Company’s common stock, par value $0.01 per share (the “Common Stock”), available for issuance pursuant to the ClearPoint Neuro, Inc. Fifth Amended and Restated 2013 Incentive Compensation Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon such records, documents, certificates, and other instruments as we have deemed necessary or appropriate in order to express the opinions hereinafter set forth. We have also assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents, the legal competence of all signatories to such documents, and, except to the extent we express an opinion as to due authorization in the next paragraph of this letter, the due authorization, execution and delivery of all documents by the parties thereto. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company.
Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that:
a.The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Delaware and in good standing with the Secretary of State of the State of Delaware; and
b.The shares of Common Stock issuable in connection with the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed above are limited to the General Corporation Law of the State of Delaware (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution).
We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
This opinion is furnished to you in connection with the filing of the Registration Statement. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
Sincerely,
/s/ Bass, Berry & Sims PLC
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ClearPoint Neuro, Inc.
Solana Beach, California
We consent to the incorporation by reference in this Registration Statement on Form S-8 of ClearPoint Neuro, Inc. of our report dated March 12, 2024, appearing in the Annual Report on Form 10-K of ClearPoint Neuro, Inc. as of and for the year ended December 31, 2023, filed March 12, 2024 with the U.S. Securities and Exchange Commission.
/s/ Cherry Bekaert LLP
Tampa, Florida
May 16, 2024
ClearPoint Neuro (NASDAQ:CLPT)
過去 株価チャート
から 5 2024 まで 6 2024
ClearPoint Neuro (NASDAQ:CLPT)
過去 株価チャート
から 6 2023 まで 6 2024
