ClearPoint Neuro, a global device, cell, and gene therapy-enabling company offering precise navigation to the brain and spine, today announced that it has entered into a note financing arrangement with Oberland Capital Management of up to $105 Million, with $30.0 million of gross proceeds funded at closing. Additional note financing will be provided to the Company by Oberland Capital under the following terms:
- An additional $25.0 million at the option of the Company any time prior to December 31, 2026; and
- An additional $50.0 million at the option of the Company and Oberland Capital any time prior to December 31, 2026.
In addition to the note financing, ClearPoint entered into a stock purchase agreement with Oberland Capital whereby Oberland Capital purchased 275,808 shares of the Company’s common stock at a price of $12.69 per share in a registered direct offering, representing an additional $3,500,003.52 of gross proceeds to the Company. The price per share was equal to the trailing 30-trading days volume-weighted average price for the period ending on the day prior to the date of the stock purchase agreement. Oberland Capital also has the right to participate in a future offering of the Company’s common stock in an amount of $1.5 million on or before December 31, 2026.
ClearPoint intends to use the proceeds from the offerings for general corporate purposes, which may include capital expenditures, working capital, and general and administrative expenses.
“We are thrilled to begin this partnership with Oberland Capital, as their goal of supporting the development and commercialization of innovative medical technologies such as cell and gene therapy is perfectly aligned with our vision, our products, and our partners,” commented Danilo D’Alessandro, Chief Financial Officer of ClearPoint Neuro. “Even as the global economic landscape continues to evolve, many of our 60+ pharmaceutical partners are routinely asking us to accelerate our new product introductions, expand our installed base, and prepare hospitals for the influx of new patients who will seek treatment once these advanced therapies become available. Oberland Capital has provided us with a substantial, creative, and flexible source of capital that will allow us to respond to our cell and gene therapy partners who depend on us to support their key clinical trials and eventual commercialization over the next few years.”
William Clifford, Partner at Oberland Capital, stated, “ClearPoint Neuro has a market leading portfolio of medical devices for neurosurgical navigation and a large and growing pipeline of cell and gene therapy delivery partnerships with pharmaceutical companies to serve patients with high unmet medical needs. We are excited to partner with ClearPoint Neuro through this structured financing, which includes a combination of debt, royalty and equity, and look forward to helping the Company achieve its long-term objectives.”
The shares of common stock in the registered direct offering are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275476), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 20, 2023. The notes are offered pursuant to an exemption from the registration requirements of the Act under Section 4(a)(2) thereof and have not been registered under the Act or applicable state securities laws. A prospectus supplement relating to the shares of common stock will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov.
Covington & Burling LLP served as legal advisor to ClearPoint Neuro on the financings and Sheppard, Mullin, Richter & Hampton LLP served as legal advisor to ClearPoint Neuro on the registered direct offering. Cooley LLP advised Oberland Capital in these transactions.
