The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and the related notes thereto appearing in Part I, Item 1 of this Quarterly Report. This discussion and analysis contains forward-looking statements that are based upon current expectations and involve risks, assumptions and uncertainties. You should review the section titled "Risk Factors" appearing in our 2020 Form 10-K and in Part II, Item 1.A of this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements described in the following discussion and analysis. In addition, historical results and trends that might appear in this Quarterly Report should not be interpreted as being indicative of future operations.





Overview


We are a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain under direct, intra-procedural MRI guidance. Our principal product platform is our ClearPoint system, which is in commercial use and is used to perform minimally invasive surgical procedures in the brain. The ClearPoint system utilizes intra-procedural MRI to guide the procedures and is designed to work in a hospital's existing MRI suite. We believe that this product platform delivers better patient outcomes, enhances revenue potential for both physicians and hospitals, and reduces costs to the healthcare system.

In 2010, we received regulatory clearance from the FDA to market our ClearPoint system in the U.S. for general neurosurgery procedures. In 2011, we also obtained CE marking approval for our ClearPoint system, which enables us to sell our ClearPoint system in the European Union. Substantially all our product revenue for the three and nine months ended September 30, 2021 and 2020 relates to sales of our ClearPoint system products and related services. We have financed our operations and internal growth primarily through the sale of equity securities, the issuance of convertible and other secured notes, and license arrangements. We have incurred significant losses since our inception in 1998 as we have devoted substantial efforts to research and development. As of September 30, 2021, we had accumulated losses of approximately $130 million. We may continue to incur operating losses as we expand our ClearPoint system platform and our business generally.

Factors Which May Influence Future Results of Operations

The following is a description of factors that may influence our future results of operations, and that we believe are important to an understanding of our business and results of operations.





COVID-19


In March 2020, the World Health Organization characterized the spread of a novel strain of coronavirus ("COVID-19") as a global pandemic, and the President of the United States later proclaimed that the COVID-19 outbreak in the United States constituted a national emergency. Extraordinary actions were taken by federal, state and local governmental authorities to combat the spread of COVID-19, including issuances of "stay-at-home" directives and similar mandates that substantially restricted daily activities and for many businesses curtailed or ceased normal operations. These measures led to reduced economic activity, including the postponement or cancellation of elective surgical procedures, which historically have represented approximately 80% of the number of surgical procedures using the Company's ClearPoint system. Although economic activity is returning to a normalized level, the Delta variant of COVID-19 continues to spread in the United States and across the globe. The ultimate impact of the Delta variant, and other new strains that may develop, cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against the Delta and other variants and the response by governmental bodies and regulators, which could include vaccine mandates.

Furthermore, global supply chain disruptions, labor shortages, which may affect our ability to retain and attract new talent, and inflationary conditions caused by the COVID-19 pandemic could have a material adverse effect on the Company's business. The rapid development and fluidity of the situation preclude any prediction as to the ultimate impact COVID-19 will have on the Company's business, financial condition, results of operation and cash flows, which will depend largely on future developments directly or indirectly relating to the duration and scope of the COVID-19 outbreak in the United States and globally.





                                      16



Key Performance Indicators


The key performance indicators we utilize on a tactical basis are integrated into our longer-term strategic plan within the following categories:

· Functional neurosurgery navigation

o Case volume - Underlying the revenue from sales of our functional neurosurgery

navigation products reflected in the accompanying Condensed Consolidated

Financial Statements appearing elsewhere in this Quarterly Report are the

procedures, or cases, performed in hospitals or at customer-sponsored contract

research organizations utilizing one or more of our products or our clinical

services. Case volume data is not influenced by variations in pricing or

quantities of product used on a per case basis, and thus provide a more

reliable indicator of the growth of our functional neurosurgery navigation line

of business. Management analyzes case volume by hospital and by type of

procedure to gain information that informs targeted sales and marketing

activities. During the three and nine months ended September 30, 2021, the

ClearPoint system was used in 227 and 690 cases, respectively, as compared to

200 and 507 cases during the same respective periods in 2020, representing

increases of 14% for the comparative three-month periods and 36% for the

comparative nine-month periods. Consistent with the discussion in the section

"Results of Operations - Revenues," we attribute these increases primarily to

the reduced levels of elective neurosurgical procedures resulting from the

initial onset and progression of the COVID-19 pandemic during the three-month

and nine-month periods in 2020.

o Number of "Active Surgery Centers" - For purposes of analyzing this performance

indicator, an Active Surgery Center is a hospital or customer-sponsored

contract research organization that has purchased products from us or has

performed procedures utilizing our ClearPoint system within a rolling 24-month

period, and includes hospital sites having purchased the ClearPoint system, as

well as sites in which the ClearPoint system is being used on an evaluation

basis. The justification for including "evaluation sites" is that our

disposable neurosurgery product is sold to such hospitals for their use in

cases. In addition to signifying growth, the number of Active Surgery Centers,

when analyzed in conjunction with case volume data, further informs targeted

sales and marketing activities and confirms where these activities have led to

increased penetration of our product lines. As of September 30, 2021, the

ClearPoint system was used in approximately 60 Active Surgery Centers, which is

comparable to the number of such centers as of the same date in 2020.

· Biologics and drug delivery

o Number of "Partners" - Underlying the revenue from sales of products and

services to our biologics and drug delivery customers is the number of

customers, or "Partners." Our Partners consist of pharmaceutical and biotech

companies, academic institutions, or customer-sponsored contract research

organizations that are developing methods to deliver a wide variety of

molecules, genes or proteins to targeted brain tissue or structures that would

need to bypass the blood-brain barrier for the treatment of a variety of

disorders. This is a novel area in which commercialization must be preceded by

FDA-mandated clinical trials, which are expensive and time consuming to

conduct, and for which the commercial success is uncertain, pending, in part,

the outcome of those trials. While our revenue from sales of products and

services to these Partners in support of their clinical trials is indicative of

growth, the number of such relationships is also of importance as we recognize

the possibility that some Partners' research will reach commercial success, and

others may not. To the extent our Partners achieve commercial success, our

expectation is that we will share in such success through our Partners' use of

our products and services in their delivery of therapies. At September 30,

2021, we had commercial relationships with approximately 40 Partners, as

compared with approximately 25 Partners as of the same date in 2020.

· Therapy products - We do not expect meaningful revenue from therapy products in


   2021 insofar as we are targeting a limited market release of such products in
   2022. As a result, our milestones in the therapy space are focused on refining
   the product and obtaining regulatory clearance. Should we be successful in
   achieving these milestones, we believe our initial performance indicators will
   focus on case volume and number of Active Surgery Centers, as are currently
   used in measuring our performance in functional neurosurgery navigation.

· Global scale and efficiency - We have been cautious in setting our goals for


   operations beyond the U.S. so as to conserve our resources and not establish a
   foreign presence in advance of being assured of a corresponding revenue stream.
   In late 2020 we took the first steps in leveraging the CE Marks we have for our
   ClearPoint system and SmartFlow cannula by establishing an initial presence in
   Europe for product sales and clinical advisory services. From this initial
   presence, we believe that future global key performance indicators will be
   similar to those described above for our U.S. business: case volume, number of
   Active Surgery Centers and number of biologics and drug delivery Partners.




                                      17



Revenue



In 2010, we received 510(k) clearance from the FDA to market our ClearPoint system in the U.S. for general neurosurgery procedures; in February 2011 and May 2018, we also obtained CE marketing approval for our ClearPoint system and SmartFlow cannula, respectively; and in June 2020 we obtained CE marking approval for version 2.0 of our ClearPoint software and our Inflexion head fixation frame. Future revenue from sales of our ClearPoint platform products and services is difficult to predict and may not be sufficient to offset our continuing research and development expenses and our increasing selling, general and administrative expenses.

Generating recurring revenue from the sale of products is an important part of our business model for our ClearPoint system. Our product revenue was approximately $3.3 million and $8.9 million for the three and nine months ended September 30, 2021, respectively, and was almost entirely related to our ClearPoint system. Our service revenue was approximately $1.2 million and $3.2 million for the three and nine months ended September 30, 2021, respectively.

Our revenue recognition policies are more fully described in Note 2 to the Condensed Consolidated Financial Statements included above in Part I, Item 1 in this Quarterly Report.





Cost of Revenue


Cost of revenue includes the direct costs associated with the assembly and purchase of components for functional neurosurgery navigation products, biologics and drug delivery products, non-neurosurgery therapy products, and ClearPoint capital equipment and software which we have sold, and for which we have recognized the revenue in accordance with our revenue recognition policy. Cost of revenue also includes the allocation of manufacturing overhead costs and depreciation of loaned systems installed under our ClearPoint placement program, as well as provisions for obsolete, impaired, or excess inventory.

Research and Development Costs

Our research and development costs consist primarily of costs associated with the conceptualization, design, testing, and prototyping of our ClearPoint system products and enhancements. Such costs include salaries, travel, and benefits for research and development personnel; materials and laboratory supplies in research and development activities; consultant costs; and licensing costs related to technology not yet commercialized. We anticipate that, over time, our research and development costs may increase as we: (i) continue to develop enhancements to our ClearPoint system and software; and (ii) seek to expand the application of our technological platforms. From our inception through September 30, 2021, we have incurred approximately $66 million in research and development expenses.

Product development timelines, likelihood of success, and total costs can vary widely by product candidate. There are also risks inherent in the regulatory clearance and approval process. At this time, we are unable to estimate with any certainty the costs that we will incur in our efforts to expand the application of our technological platforms.

Sales and Marketing, and General and Administrative Expenses

Our sales and marketing, and general and administrative expenses consist primarily of salaries, incentive-based compensation, travel and benefits, including related share-based compensation; marketing costs; professional fees, including fees for outside attorneys and accountants; occupancy costs; insurance; and other general and administrative expenses, which include, but are not limited to, corporate licenses, director fees, hiring costs, taxes, postage, office supplies and meeting costs. Our sales and marketing expenses are expected to increase due to costs associated with the commercialization of our ClearPoint system and the increased headcount necessary to support growth in operations.







Critical Accounting Policies


There have been no significant changes in our critical accounting policies during the three or nine months ended September 30, 2021 as compared to the critical accounting policies described in our 2020 Form 10-K.





                                      18



Results of Operations



Three Months Ended September 30, 2021 Compared to the Three Months Ended
September 30, 2020



                                              Three Months Ended September 30,
                                                                           Percentage
(Dollars in thousands)                    2021               2020            Change
Product revenue                       $      3,338       $      2,371               41 %
Service and other revenue                    1,236              1,148                8 %
  Total revenue                              4,574              3,519               30 %
Cost of revenue                              1,486                903               65 %
Gross profit                                 3,088              2,616               18 %
Research and development costs               2,630              1,143              130 %
Sales and marketing expenses                 1,826              1,493               22 %
General and administrative expenses          2,436              1,252               95 %
Other expense:
Other income (expense), net                     62                (11 )             NM %
Interest expense, net                         (238 )             (201 )             18 %
Net loss                              $     (3,980 )     $     (1,484 )            168 %



NM - The percentage change is not meaningful.

Revenue. Total revenue was $4.6 million for the three months ended September 30, 2021, and $3.5 million for the three months ended September 30, 2020, which represents an increase of $1.1 million, or 30%.

Functional neurosurgery navigation and therapy revenue, which primarily consists of disposable product commercial sales related to cases utilizing the ClearPoint system, increased 17% to $2.2 million for the three months ended September 30, 2021, from $1.8 million for the same period in 2020. This increase reflects the increase in functional neurosurgery navigation and therapy service revenue and the resumption in the three months ended September 30, 2021, of elective surgical procedures, which were postponed or cancelled during the three months ended September 30, 2020, due to the effects of the COVID-19 pandemic and the contribution of service revenue during the quarter ended September 30, 2021. Although elective surgeries have resumed, we are unable to determine the extent to which such factors as the timing, adoption or viability of such resumption will impact our revenue due to the persistence of the COVID-19 pandemic and our inability to determine the length of time that the COVID-19 pandemic will adversely affect our product revenue. There were no increases in functional neurosurgery product prices during the period between the three months ended September 30, 2021 and the same period in 2020 that would be reasonably expected to affect a typical customer order.

Biologics and drug delivery revenue, which includes sales of disposable products and services related to customer-sponsored clinical trials utilizing our products, increased 39% to $2.1 million for the three months ended September 30, 2021, from $1.5 million for the same period in 2020. This increase was due to an increase, during the quarter ended September 30, 2021, relative to the same period in 2020, in biologic and drug delivery product revenue of $0.7 million as we increased the number of biologic and drug delivery partners and as pre-clinical research and clinical trial investments by our biologics and drug delivery customers resume. This increase notwithstanding, our biologic and drug delivery customers are reestablishing their estimated timelines for initiation or resumption of their clinical trials, however, these timelines have not been finalized, given the uncertainties of when hospitals will be able to resume such clinical trial cases. Accordingly, depending on the length of the COVID-19 pandemic, future biologics and drug delivery revenue could be adversely impacted. There were no increases in biologics and drug delivery product prices during the period between the three months ended September 30, 2021 and the same period in 2020 that would be reasonably expected to affect a typical customer order.

Capital equipment and software revenue, consisting of sales of ClearPoint reusable hardware and software, and of related services, increased 78% to $0.4 million for the three months ended September 30, 2021, from $0.2 million for the same period in 2020. Revenue from this product line historically has varied from quarter to quarter, and overall, we believe that hospitals' capital equipment acquisition activities remain at a low level, relative to the acquisition activity prior to the onset in 2020 of the COVID-19 pandemic. There were no increases in capital equipment product prices during the period between the three months ended September 30, 2021 and the same period in 2020 that would be reasonably expected to affect a typical customer order.

Cost of Revenue and Gross Profit. Cost of revenue was $1.5 million, resulting in gross profit of $3.1 million and gross margin of 68%, for the three months ended September 30, 2021, and was $0.9 million, resulting in gross profit of $2.6 million and representing a gross margin of 74%, for the three months ended September 30, 2020. This decrease in gross margin was due primarily to: (a) $0.1 million in additional excess & obsolete inventory reserve, (b) a decreased contribution, during the three months ended September 30, 2021 as compared to the same period in 2020, from service revenue, which carries a higher gross margin relative to our product lines, and (c) an increase in overhead costs allocated to cost of sales during the three months ended September 30, 2021 as compared to the same period in 2020.





                                      19




Research and Development Costs. Research and development costs were $2.6 million for the three months ended September 30, 2021, compared to $1.1 million for the same period in 2020, an increase of $1.5 million, or 130%. The increase was due primarily to increases in personnel costs of $0.5 million due to growth in headcount, and product and software development of $1.0 million, both resulting from our efforts to expand the applications of our technological platforms.

Sales and Marketing Expenses. Sales and marketing expenses were $1.8 million for the three months ended September 30, 2021, compared to $1.5 million for the same period in 2020, an increase of $0.3 million, or 22%. This increase was due primarily to increases in personnel costs resulting from increases in headcount, travel expenses, and marketing activities, each such increase amounting to $0.1 million.

General and Administrative Expenses. General and administrative expenses were $2.4 million for the three months ended September 30, 2021, compared to $1.3 million for the same period in 2020, an increase of $1.2 million, or 95%. This increase was due primarily to increases in personnel costs of $0.3 million, share-based compensation of $0.3 million, and $0.5 million attributed to rent, insurance costs, the allowance for doubtful accounts, IT expenses, and professional and consulting fees, each representing an increase of approximately $0.1 million.

Interest Expense. Net interest expense for each of the three months ended September 30, 2021 and 2020 was $0.2 million, due primarily to an increase in interest expense arising from issuance in December 2020 of the Second Closing Note, which was partially offset by a decrease in interest expense due to the conversion of one of the First Closing Notes. Additional information with respect to the First and Second Closing Notes is in Note 5 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.





Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September
30, 2020



                                               Nine Months Ended September 30,
                                                                            Percentage
(Dollars in thousands)                    2021                2020            Change
Product revenue                       $       8,863       $      6,186               43 %
Service and other revenue                     3,154              2,927                8 %
Total revenue                                12,017              9,113               32 %
Cost of revenue                               4,015              2,636               52 %
Gross profit                                  8,002              6,477               24 %
Research and development costs                6,251              2,774              125 %
Sales and marketing expenses                  5,081              3,916               30 %
General and administrative expenses           6,062              3,742               62 %
Other expense:
Other expense, net                              (60 )               (5 )             NM %
Interest expense, net                          (809 )           (1,240 )            (35 )%
Net loss                              $     (10,261 )     $     (5,200 )             97 %



NM - The percentage change is not meaningful.

Revenue. Total revenue was $12.0 million for the nine months ended September 30, 2021, and $9.1 million for the nine months ended September 30, 2020, which represents an increase of $2.9 million, or 32%.

Functional neurosurgery navigation and therapy revenue, which primarily consists of disposable product commercial sales related to cases utilizing the ClearPoint system, increased 28% to $5.9 million for the nine months ended September 30, 2021, from $4.7 million for the same period in 2020. This increase reflects the resumption in the nine months ended September 30, 2021, of elective surgical procedures, which were postponed or cancelled during the nine months ended September 30, 2020, due to the effects of the COVID-19 pandemic. Although elective surgeries have resumed, we are unable to determine the extent to which such factors as the timing, adoption or viability of such resumption will impact our revenue due to the persistence of the COVID-19 pandemic and our inability to determine the length of time that the COVID-19 pandemic will adversely affect our product revenue. There were no increases in functional neurosurgery product prices during the period between the nine months ended September 30, 2021 and the same period in 2020 that would be reasonably expected to affect a typical customer order.





                                      20


Biologics and drug delivery revenue, which includes sales of disposable products and services related to customer-sponsored clinical trials utilizing our products, increased 39% to $5.1 million for the nine months ended September 30, 2021, from $3.7 million for the same period in 2020. This increase was due to an increase, during the nine months ended September 30, 2021, relative to the same period in 2020, in biologic and drug delivery product revenue of $1.5 million as customer-sponsored pre-clinical research and customer-sponsored clinical trials resumed. This increase notwithstanding, our biologic and drug delivery customers are reestablishing their estimated timelines for initiation or resumption of their clinical trials, however, these timelines have not been finalized, given the uncertainties of when hospitals will be able to resume such clinical trial cases. Accordingly, depending on the length of the COVID-19 pandemic, future biologics and drug delivery revenue could be adversely impacted. There were no increases in biologics and drug delivery product prices during the period between the nine months ended September 30, 2021 and the same period in 2020 that would be reasonably expected to affect a typical customer order.

Capital equipment and software revenue, consisting of sales of ClearPoint reusable hardware and software, and of related services, increased 24% to $1.0 million for the nine months ended September 30, 2021, from $0.8 million for the same period in 2020. Revenue from this product line historically has varied from quarter to quarter, and overall, we believe that hospitals' capital equipment acquisition activities remain at a low level, relative to the acquisition activity prior to the onset in 2020 of the COVID-19 pandemic. There were no increases in capital equipment product prices during the period between the nine months ended September 30, 2021 and the same period in 2020 that would be reasonably expected to affect a typical customer order.

Cost of Revenue and Gross Profit. Cost of revenue was $4.0 million, resulting in gross profit of $8.0 million and gross margin of 67%, for the nine months ended September 30, 2021, and was $2.6 million, resulting in gross profit of $6.5 million and representing a gross margin of 71%, for the nine months ended September 30, 2020. This decrease in gross margin was due primarily to an increase in overhead costs allocated to cost of sales during the nine months ended September 30, 2021 as compared to the same period in 2020, which reflects the higher activity level in the 2021 period, relative to the same period in 2020. This was partially offset by an increased contribution of disposable products and service revenues during the nine months ended September 30, 2021 as compared to the same period in 2020, which carry a higher gross margin relative to other revenue lines, and a reduced contribution during the same comparative periods in sales of capital equipment, which carry a lower gross margin relative to other product lines.

Research and Development Costs. Research and development costs were $6.3 million for the nine months ended September 30, 2021, compared to $2.8 million for the same period in 2020, an increase of $3.5 million, or 125%. The increase was due primarily to increases in personnel costs of $1.6 million due to growth in headcount, and product and software development of $1.8 million, both increases resulting from our efforts to expand the applications of our technological platforms.

Sales and Marketing Expenses. Sales and marketing expenses were $5.1 million for the nine months ended September 30, 2021, compared to $3.9 million for the same period in 2020, an increase of $1.2 million, or 30%. This increase was due primarily to increases in personnel costs of $0.6 million resulting from increases in headcount in our clinical and marketing teams, travel expenses of $0.2 million due to increased activity, and marketing activities of $0.2 million.

General and Administrative Expenses. General and administrative expenses were $6.1 million for the nine months ended September 30, 2021, compared to $3.7 million for the same period in 2020, an increase of $2.3 million, or 62%. This increase was due primarily to increases in state franchise taxes of $0.3 million, personnel costs of $0.3 million, share-based compensation of $0.4 million, occupancy costs of $0.3 million, insurance costs of $0.2 million, the allowance for doubtful accounts of $0.2 million, and professional fees of $0.2 million.

Interest Expense. Net interest expense for the nine months ended September 30, 2021 was $0.8 million, compared to $1.2 million for the same period in 2020. The decrease in interest expense is primarily due to the repayment of the 2010 Secured Notes in the first quarter of 2020 and the conversion of one of the First Closing Notes in the second quarter of 2021. The reduction in interest expense was partially offset by the additional interest expense arising from the issuance in December 2020 of the Second Closing Note. Additional information with respect to the First and Second Closing Notes is in Note 5 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

Liquidity and Capital Resources

We have incurred net losses since our inception which has resulted in a cumulative deficit at September 30, 2021 of approximately $130 million. In addition, our use of cash from operations amounted to $9.1 million for the nine months ended September 30, 2021 and $7.8 million for the year ended December 31, 2020. Since inception, we have financed our operations principally from the sale of equity securities, the issuance of notes payable, product and service contracts and license arrangements.





                                      21


In January 2020, we entered into the SPA with the 2020 Convertible Noteholders under which we issued the First Closing Notes having an aggregate principal amount of $17.5 million, resulting in proceeds, net of financing costs and a commitment fee paid to one of the 2020 Convertible Noteholders, of approximately $16.8 million. From the net proceeds received from the issuance of the First Closing Notes, which have a five-year term, we repaid and retired the 2010 Secured Notes that otherwise would have matured in October and November 2020.

The SPA also gave us the right, but not the obligation, to request one of the 2020 Convertible Noteholders to purchase an additional $5.0 million in principal amount of the Second Closing Note. On December 29, 2020, under the terms of the Amendment to the SPA which, among other provisions, increased the principal amount of the Second Closing Note, we issued the Second Closing Note to the 2020 Convertible Noteholder in the principal amount of $7.5 million.

See Note 5 for additional information with respect to the 2020 Secured Notes.

In April 2020, we received $0.9 million in proceeds under the terms of the PPP Loan. In November 2020, we were notified by the U.S. Small Business Administration that the loan had been forgiven under the provisions of the CARES Act.

As discussed in Note 7, on February 23, 2021, we completed a public offering of 2,127,660 shares of our common stock. Net proceeds from the offering were approximately $46.8 million after deducting the underwriting discounts and commissions and other estimated offering expenses payable by us.

Based on the foregoing, in management's opinion, cash and cash equivalent balances at September 30, 2021, are sufficient to support our operations and meet our obligations for at least the next twelve months.





Cash Flows



Cash activity for the nine months ended September 30, 2021 and 2020 is
summarized as follows:



                                            Nine Months Ended
                                              September 30,
(in thousands)                              2021          2020

Cash used in operating activities $ (9,145 ) $ (5,406 ) Cash used in investing activities

              (130 )       (441 )

Cash provided by financing activities 46,827 14,816 Net change in cash and cash equivalents $ 37,552 $ 8,969

Net Cash Flows from Operating Activities. We used $9.1 million and $5.4 million of cash for operating activities during the nine months ended September 30, 2021 and 2020, respectively.

During the nine months ended September 30, 2021, uses of cash in operating activities primarily consisted of: (i) our $10.3 million net loss; (ii) increases in accounts receivable of $0.8 million, inventory of $0.7 million, and prepaid expenses and other current assets of $0.6 million; and (iii) decreases in lease liabilities of $0.3 million. These uses were partially offset by: (a) an increase in accounts payable and accrued expenses of $1.4 million; and (b) net non-cash expenses included in our net loss aggregating $2.2 million and consisting primarily of changes in the allowance for doubtful accounts, depreciation and amortization, share-based compensation, payment-in-kind interest and amortization of debt issuance costs, original issue discounts on debt and lease rights-of-use, net of accretion in lease liabilities.

During the nine months ended September 30, 2020, uses of cash in operating activities primarily consisted of: (i) our $5.2 million net loss; (ii) increases in accounts receivable of $0.4 million, inventory of $0.3 million, and prepaid expenses and other current assets of $0.1 million; and (iii) decreases in accrued interest of $1.0 million, lease liabilities of $0.07 million, and deferred revenue of $0.3 million. These uses were partially offset by: (a) a decrease in other assets of $0.06 million; (b) an increase in accounts payable and accrued expenses of $0.06 million; and (c) net non-cash expenses included in our net loss aggregating $1.9 million and consisting primarily of depreciation and amortization, share-based compensation, and amortization of debt issuance costs, original issue discounts on debt and lease rights-of-use, net of accretion in lease liabilities.

Net Cash Flows from Investing Activities. Net cash flows used in investing activities for the nine months ended September 30, 2021 were $0.1 million and consisted of equipment acquisitions.

Net cash flows used in investing activities for the nine months ended September 30, 2020, were $0.4 million and consisted of an acquisition of medical device license rights.





                                      22


Net Cash Flows from Financing Activities. Net cash flows from financing activities for the nine months ended September 30, 2021, consisted of: (a) the proceeds, net offering costs, of $46.8 million received from the public offering of our common stock; and (b) proceeds from the exercise of common stock options and warrants aggregating $0.6 million, which were partially offset by tax payments of $0.5 million related to shares withheld in connection with vesting of restricted stock awards.

Net cash flows from financing activities for the nine months ended September 30, 2020 consisted of the proceeds, net financing costs and discount paid as of that date, of $16.8 million received from the issuance of the 2020 Secured Notes, and the proceeds of $0.9 million from the PPP Loan. The proceeds from these activities were partially offset by the repayment of the 2010 Secured Notes amounting to $2.8 million. The 2020 Secured Notes, the PPP Loan and the repayment of the 2010 Secured Notes are described in Note 5 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

Operating Capital and Capital Expenditure Requirements

To date, we have not achieved profitability. We could continue to incur net losses as we continue our efforts to expand the commercialization of our ClearPoint system products and pursue additional applications for our technology platforms. Our cash balances are primarily held in a variety of demand accounts with a view to liquidity and capital preservation.

Because of the numerous risks and uncertainties associated with the development and commercialization of medical devices, we are unable to estimate the exact amounts of capital outlays and operating expenditures necessary to successfully commercialize our ClearPoint system products and pursue additional applications for our technology platforms. Our future capital requirements will depend on many factors, including, but not limited to, the following:

? the ultimate duration and impact of the COVID-19 pandemic;

? the timing of broader market acceptance and adoption of our ClearPoint system

products;

? the scope, rate of progress and cost of our ongoing product development

activities relating to our ClearPoint system;

? the cost and timing of expanding our sales, clinical support, marketing and

distribution capabilities, and other corporate infrastructure;

? the cost and timing of establishing inventories at levels sufficient to support

our sales;

? the effect of competing technological and market developments;

? the cost of pursuing additional applications of our technology platforms under

current collaborative arrangements, and the terms and timing of any future

collaborative, licensing or other arrangements that we may establish;

? the cost and timing of any clinical trials;

? the cost and timing of regulatory filings, clearances and approvals; and

? the cost of filing, prosecuting, defending and enforcing any patent claims and

other intellectual property rights.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.





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