Current Report Filing (8-k)
17 Abril 2020 - 9:18AM
Edgar (US Regulatory)
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): April 17, 2020 (April 16, 2020)
ClearPoint
Neuro, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-34822
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58-2394628
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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5 Musick
Irvine, CA 92618
(Address of principal executive offices, zip code)
(949) 900-6833
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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CLPT
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Nasdaq Capital Market
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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
☐
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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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(d)
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Election of New Director.
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On April 16, 2020, the Board of
Directors (the “Board”) of ClearPoint Neuro, Inc. (the “Company”) increased the size of the
Board from eight to nine members, and, with the recommendation of the Corporate Governance and Nominating Committee of the Board,
appointed Matthew B. Klein to fill the newly created directorship, effective immediately. Dr. Klein will serve as a director of
the Company until the 2020 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier
death, resignation, disqualification or removal.
Matthew B. Klein, 48, has been
the Chief Development Officer at PTC since April 2020. Dr. Klein joined PTC in October 2019 as Global Head Gene and Mitochondrial
Therapies and became Global Head Clinical Development in March 2020. Prior to joining PTC, Dr. Klein was Chief Executive Officer
and a Director of BioElectron Technology Corporation (“BioElectron”) from 2018 to 2019. Dr. Klein served as
the Chief Medical Officer of BioElectron from 2013 to 2019 and was Senior Vice President, Clinical Science at BioElectron from
2012 to 2013. Dr. Klein has a BA from the University of Pennsylvania, an MD from Yale University School of Medicine and an MS in
epidemiology from the University of Washington School of Public Health.
Dr. Klein has agreed to forego
to any compensation, cash or otherwise, from the Company in connection with his service on the Board; provided, however, Dr. Klein
shall be entitled to the benefits of the same insurance, indemnification, reimbursement and other policies generally applicable
to non-employee directors of the Board. Related thereto, the Company has entered into its standard form of indemnification agreement
with Dr. Klein (the “Indemnification Agreement”). The Indemnification Agreement provides, among other things,
that the Company will indemnify Dr. Klein under the circumstances and to the extent provided for therein, for certain expenses,
including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out
of his service as a director of the Company, any subsidiary of the Company or any other company or enterprise to which he provides
services at the Company’s request.
The foregoing description of the
terms and conditions of the Indemnification Agreement is only a summary and is qualified in its entirety by the full text of the
Indemnification Agreement, the form of which was previously filed as Exhibit 10.8 to
the Company’s General Form for Registration of Securities on Form 10, as originally filed on December 28, 2011, and is incorporated
herein by reference.
There are no arrangements or understandings
between Dr. Klein and any other persons pursuant to which he was appointed as a director of the Company. There are no family relationships
between Dr. Klein and any director, executive officer, or any person nominated or chosen by the Company to become a director or
executive officer. Other than Dr. Klein’s position at PTC, there are no related person transactions (within the meaning of
Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Dr. Klein and the Company.
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Item 7.01.
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Regulation FD Disclosure.
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On April 17, 2020, the Company
issued a press release announcing the appointment of Dr. Klein to the Board. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of
this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed
incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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Date: April 17, 2020
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MRI INTERVENTIONS, INC.
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By:
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/s/ Harold A. Hurwitz
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Harold A. Hurwitz
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Chief Financial Officer
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