ClearPoint Neuro, Inc. 8-K

What Happened

• ClearPoint Neuro, Inc. filed an 8-K disclosing a Consent dated December 29, 2025 with CALW SA LLC (Purchaser Agent) and TPC Investments III LP (the 2025 Investor, an Oberland Capital affiliate) to complete an internal reorganization of its acquired IRRAS businesses no later than January 15, 2026.
• The Consent requires transferring all equity interests in IRRAS USA, Inc. (currently owned by IRRAS AB, the Company’s Swedish subsidiary) to ClearPoint or its direct, wholly owned U.S. subsidiary in exchange for a subordinated intercompany note. The Consent is tied to a Note Purchase Agreement (originally dated May 12, 2025, with an amendment on November 5, 2025) that contemplates the 2025 Investor purchasing $20.0 million principal amount of notes in a “Third Sale” after the IRRAS acquisition closes.
• The Consent does not change the material economic terms of the Note Purchase Agreement.

Key Details

• Parties: ClearPoint Neuro, CALW SA LLC (Purchaser Agent), TPC Investments III LP (2025 Investor, affiliate of Oberland Capital).
• Financials: Note Purchase Agreement contemplates a $20.0 million principal purchase by the 2025 Investor (as described in ClearPoint’s Q3 2025 Form 10-Q).
• Actions required by Jan 15, 2026: (1) transfer of IRRAS USA equity from IRRAS AB to ClearPoint or its U.S. subsidiary in exchange for a subordinated intercompany note; (2) other steps to have IRRAS AB qualify as an “Immaterial Foreign Subsidiary” under the Note Purchase Agreement.
• The reorganization includes issuing a subordinated intercompany note as consideration (a related-party debt instrument).

Why It Matters

• The Consent and reorganization are procedural but material steps to satisfy conditions in the Note Purchase Agreement tied to a planned $20.0M financing tranche. Completing the reorganization by Jan 15, 2026 helps qualify IRRAS AB as immaterial under the financing agreement’s terms, which affects how the financing and covenants apply to the acquired businesses.
• For investors, the items affect corporate structure and related-party balances (the subordinated intercompany note) and are part of the broader financing and integration plan following ClearPoint’s acquisition of IRRAS. The Consent does not change the material economic terms of the existing note financing arrangement.