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 2021 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 commercial-stage medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain. We have deployed significant resources to fund our efforts to develop the foundational capabilities for enabling MRI-guided interventions, building an intellectual property portfolio, and identifying and building out commercial applications for the technologies developed by our company. In 2021, our efforts expanded beyond the MRI suite to encompass development and commercialization of new neurosurgical device products for the operating room, as well as consulting services for pharmaceutical and biotech companies, academic institutions, and contract research organizations.

Since 2020, we have evolved to become a company comprised of two parts. The first foundational part is a medical device company providing medical devices for neurosurgery applications. The second part is focused on collaborating with pharmaceutical and biotech companies, academic institutions, and contract research organizations to develop delivery methodologies for neurological drugs. Currently, there are more than 45 such entities who are either evaluating or using our SmartFlow cannula and, in certain cases, in conjunction with our full ClearPoint Neuro Navigation platform.

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 six months ended June 30, 2022 and 2021 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 and the issuance of convertible and other secured notes. We have incurred significant losses since our inception in 1998 as we have devoted substantial efforts to research and development. As of June 30, 2022, we had accumulated losses of $142.2 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

The extraordinary measures taken beginning in 2020 by governmental authorities in response to the novel strain of the coronavirus ("COVID-19") pandemic led to reduced economic activity, including the postponement or cancellation of elective surgical procedures. Although economic activity is returning to normalized levels, new variants of COVID-19 continue to spread in the United States and across the globe.

Furthermore, the recessionary conditions on the global economy caused by the COVID-19 pandemic could have a material adverse effect on our business. Although most segments of the United States economy have reopened, future surges of COVID-19 due to new variants could occur in the future, and directives, such as the postponement or cancellation of elective surgeries, which historically have represented approximately 80% of the number of surgical procedures using our ClearPoint system, could be reinstated. Additionally, global economic and supply chain disruptions, labor shortages and inflationary conditions caused by the COVID-19 pandemic and geopolitical instability could have a material adverse effect on our business. The rapid development and fluidity of the situation precludes any prediction as to the ultimate impact COVID-19 will have on our business, financial condition, results of operation and cash flows, which will depend largely on


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future developments, including vaccination rates, the effectiveness of vaccines, the response by governmental authorities and regulators, and the duration and scope of the COVID-19 outbreak in the United States.

Key Performance Indicators

The key performance indicators we utilize to monitor our progress against our strategic plan are:

•Functional neurosurgery navigation

•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 June 30, 2022, the ClearPoint system was used in approximately 60 Active Surgery Centers, which is comparable to the number of such centers of the same date in 2021.

•Biologics and drug delivery

•Number of "Partners" - Underlying the revenue from sales of products and services to our biologics and drug delivery customers is the number of direct customers and end users of our products and/or services ("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 our biologics and drug delivery customers is indicative of growth, the number of Partner 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 June 30, 2022, we had more than 45 Partners, as compared with approximately 35 Partners as of the same date in 2021.

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. In January 2021, we received 510(k) clearance for the SmartFrame Array Neuro Navigation System. 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 $3.5 million and $6.6 million for the three and six months ended June 30, 2022, respectively, and was almost entirely related to our ClearPoint system. Our service revenue was approximately $1.7 million and $3.6 million for the three and six months ended June 30, 2022, respectively, of which 68% and 69%, respectively, related to the biologics and drug delivery service line.

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.


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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, as well as labor hours for the cost of providing consulting and service revenue. 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; outside 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 SmartFlow cannula; and (ii) seek to expand the application of our technological platforms. From our inception through June 30, 2022, we have incurred approximately $75 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 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, information technology and meeting costs. Our sales and marketing expenses are expected to increase due to costs associated with the continued commercialization of our ClearPoint system and the increased headcount necessary to support growth in operations.

Critical Accounting Policies and Estimates

There have been no significant changes in our critical accounting policies and estimates during the six months ended June 30, 2022 as compared to the critical accounting policies and estimates described in our 2021 Form 10-K.


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Results of Operations



Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30,
2021

                                                    Three Months Ended June 30,
                                                                                   Percentage
(Dollars in thousands)                           2022                  2021          Change
Product revenue                       $        3,457                $  2,363             46  %
Service and other revenue                      1,743                   1,050             66  %
Total revenue                                  5,200                   3,413             52  %
Cost of revenue                                1,943                   1,139             71  %
Gross profit                                   3,257                   2,274             43  %
Research and development costs                 2,284                   2,109              8  %
Sales and marketing expenses                   2,187                   1,590             38  %
General and administrative expenses            2,990                   1,982             51  %
Other expense:
Other expense, net                                (8)                    (96)              NM%
Interest expense, net                            (91)                   (240)           (62) %
Net loss                              $       (4,303)               $ (3,743)            15  %

NM - The percentage change is not meaningful.

Revenue. Total revenue was $5.2 million for the three months ended June 30, 2022, and $3.4 million for the three months ended June 30, 2021, which represents an increase of $1.8 million, or 52%.

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 June 30, 2022, from $1.9 million for the same period in 2021. This increase reflects $0.4 million of service revenue related to development services during the three months ended June 30, 2022 compared to no service revenue for the same period in 2021, partially offset by a $0.1 million decrease in product revenue. There were no increases in functional neurosurgery product prices during the period between the three months ended June 30, 2022 and the same period in 2021 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 73% to $2.4 million for the three months ended June 30, 2022, from $1.4 million for the same period in 2021. This increase is attributable to a $0.8 million increase in product revenue and $0.2 million increase in service revenue related to new and continued partnerships with pharmaceutical and biotech companies, academic institutions, and contract research organizations during the three months ended June 30, 2022 compared to the same period in 2021. There were no increases in biologics and drug delivery product prices during the period between the three months ended June 30, 2021 and the same period in 2021 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 282% to $0.6 million for the three months ended June 30, 2022, from $0.2 million for the same period in 2021 due primarily to an increase in the sale of ClearPoint systems. 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 of the COVID-19 pandemic. There were no increases in capital equipment product prices during the period between the three months ended June 30, 2022 and the same period in 2021 that would be reasonably expected to affect a typical customer order.

Cost of Revenue and Gross Profit. Cost of revenue was $1.9 million, resulting in gross profit of $3.3 million and gross margin of 63%, for the three months ended June 30, 2022, and was $1.1 million, resulting in gross profit of $2.3 million and representing a gross margin of 67%, for the three months ended June 30, 2021. The decrease in gross margin was due primarily to an increase in overhead expenses, excess and obsolete reserves and a decreased contribution, during the three months ended June 30, 2022 as compared to the same period in 2021, from functional neurosurgery disposable product


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sales, which carry a higher gross margin relative to other product lines, as well as an increased contribution of sales of capital equipment, which carry a relatively lower gross margin. This was partially offset by slightly higher contribution of service revenue, which carries a higher gross margin relative to other product lines.

Research and Development Costs. Research and development costs were $2.3 million for the three months ended June 30, 2022, compared to $2.1 million for the same period in 2021, an increase of $0.2 million, or 8%. The increase was due primarily to increases in product development of $0.1 million resulting from our efforts to expand the applications of our technological platforms.

Sales and Marketing Expenses. Sales and marketing expenses were $2.2 million for the three months ended June 30, 2022, compared to $1.6 million for the same period in 2021, an increase of $0.6 million, or 38%. This increase was due primarily to additional personnel costs resulting from increases in headcount of $0.3 million, as well as increases in travel costs of $0.1 million and marketing activities of $0.1 million.

General and Administrative Expenses. General and administrative expenses were $3.0 million for the three months ended June 30, 2022, compared to $2.0 million for the same period in 2021, an increase of $1.0 million, or 51%. This increase was due primarily to increased share-based compensation of $0.5 million and personnel costs of $0.4 million, both attributed to increases in headcount, and $0.1 million as a result of increased insurance costs.

Interest Expense. Net interest expense for the three months ended June 30, 2022 was $0.1 million, compared to $0.2 million for the same period in 2021, due to the conversion of a portion of the 2020 Secured Convertible Notes in May and November 2021. Additional information with respect to the Secured Notes is in Note 6 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021



                                                    Six Months Ended June 30,
                                                                                Percentage
(Dollars in thousands)                         2022                 2021          Change
Product revenue                       $       6,620              $  5,525             20  %
Service and other revenue                     3,611                 1,918             88  %
Total revenue                                10,231                 7,443             37  %
Cost of revenue                               3,728                 2,555             46  %
Gross profit                                  6,503                 4,888             33  %
Research and development costs                4,817                 3,673             31  %
Sales and marketing expenses                  4,032                 3,165             27  %
General and administrative expenses           5,722                 3,638             57  %
Other expense:
Other income (expense), net                       3                  (122)              NM%
Interest expense, net                          (197)                 (571)           (66) %
Net loss                              $      (8,262)             $ (6,281)            32  %

NM - The percentage change is not meaningful.

Revenue. Total revenue was $10.2 million for the six months ended June 30, 2022, and $7.4 million for the six months ended June 30, 2021, which represents an increase of $2.8 million, or 37%.

Functional neurosurgery navigation and therapy revenue, which primarily consists of disposable product commercial sales related to cases utilizing the ClearPoint system, increased 17% to $4.4 million for the six months ended June 30, 2022, from $3.8 million for the same period in 2021. This increase reflects $0.8 million of service revenue related to development services during the six months ended June 30, 2022 compared to no service revenue for the same period in 2021, partially offset by a $0.1 million decrease in product revenue. There were no increases in functional neurosurgery product prices during the period between the six months ended June 30, 2022 and the same period in 2021 that would be reasonably expected to affect a typical customer order.


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Biologics and drug delivery revenue, which includes sales of disposable products and services related to customer-sponsored clinical trials utilizing our products, increased 50% to $4.6 million for the six months ended June 30, 2022, from $3.0 million for the same period in 2021. This increase is attributable to a $0.8 million increase in service revenue as well as a $0.7 million increase in product revenue related to new and continued partnerships with pharmaceutical and biotech companies, academic institutions, and contract research organizations during the six months ended June 30, 2022 compared to the same period in 2021. There were no increases in biologics and drug delivery product prices during the period between the six months ended June 30, 2021 and the same period in 2021 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 105% to $1.3 million for the six months ended June 30, 2022, from $0.6 million for the same period in 2021 due primarily to an increase in the sale of ClearPoint systems. 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 of the COVID-19 pandemic. There were no increases in capital equipment product prices during the period between the six months ended June 30, 2022 and the same period in 2021 that would be reasonably expected to affect a typical customer order.

Cost of Revenue and Gross Profit. Cost of revenue was $3.7 million, resulting in gross profit of $6.5 million and gross margin of 64%, for the six months ended June 30, 2022, and was $2.6 million, resulting in gross profit of $4.9 million and representing a gross margin of 66%, for the six months ended June 30, 2021. The decrease in gross margin was due primarily to a decreased contribution, during the six months ended June 30, 2022 as compared to the same period in 2021, from functional neurosurgery disposable product sales, which carry a higher gross margin relative to other product lines, as well as an increased contribution of sales of capital equipment, which carry a relatively lower gross margin, as well as an increase in the excess and obsolete inventory reserve and higher overhead expenses. This was partially offset by higher contribution of service revenue, which carries a higher gross margin relative to other product lines.

Research and Development Costs. Research and development costs were $4.8 million for the six months ended June 30, 2022, compared to $3.7 million for the same period in 2021, an increase of $1.1 million, or 31%. The increase was due primarily to increases in personnel costs of $0.3 million due to growth in headcount, and product and software development of $0.8 million, both resulting from our efforts to expand the applications of our technological platforms.

Sales and Marketing Expenses. Sales and marketing expenses were $4.0 million for the six months ended June 30, 2022, compared to $3.2 million for the same period in 2021, an increase of $0.9 million, or 27%. This increase was due primarily to additional personnel costs resulting from increases in headcount of $0.3 million, increased marketing activities of $0.2 million, and travel related costs of $0.2 million.

General and Administrative Expenses. General and administrative expenses were $5.7 million for the six months ended June 30, 2022, compared to $3.6 million for the same period in 2021, an increase of $2.1 million, or 57%. This increase was due primarily to increased share-based compensation of $1.1 million and personnel costs of $0.6 million, both attributed to increases in headcount, and $0.2 million as a result of increased insurance costs.

Interest Expense. Net interest expense for the six months ended June 30, 2022 was $0.2 million, compared to $0.6 million for the same period in 2021, due to the conversion of a portion of the 2020 Secured Convertible Notes in May and November 2021. Additional information with respect to the Secured Notes is in Note 6 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 June 30, 2022 of $142.2 million. In addition, our use of cash from operations amounted to $9.3 million for the six months ended June 30, 2022 and $12.7 million for the year ended December 31, 2021. Since inception, we have financed our operations principally from the sale of equity securities and the issuance of notes payable.

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.


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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 one of the 2020 Convertible Noteholders in the principal amount of $7.5 million.

See Note 6 for additional information with respect to the 2020 Secured Notes.

As discussed in Note 8, 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 and short-term investments at June 30, 2022, are sufficient to support our operations and meet our obligations for at least the next twelve months.

Cash Flows



Cash activity for the six months ended June 30, 2022 and 2021 is summarized as
follows:

                                              Six months ended
                                                  June 30,
(in thousands)                               2022           2021

Cash used in operating activities $ (9,250) $ (5,849) Cash used in investing activities

           (21,851)           (5)
Cash provided by financing activities           516        47,279

Net change in cash and cash equivalents $ (30,585) $ 41,425

Net Cash Flows from Operating Activities. Net cash flows used in operating activities for the six months ended June 30, 2022 were $9.3 million, an increase of $3.4 million from the six months ended June 30, 2021. This increase consisted of a higher net loss of $2.0 million and increased net changes of operating assets and liabilities of $2.4 million, partially offset by a change in non-cash items of $1.0 million. The change in operating assets and liabilities is primarily due to the use of cash for increases in inventory and the change in the non-cash items results from increases in share-based compensation.

Net Cash Flows from Investing Activities. Net cash flows used in investing activities for the six months ended June 30, 2022 were $21.9 million and consisted primarily of the purchase of short-term investments of $21.6 million as well as equipment acquisitions and licensing rights.

Net cash flows used in investing activities for the six months ended June 30, 2021, were less than $0.01 million and consisted of equipment acquisitions.

Net Cash Flows from Financing Activities. Net cash flows from financing activities for the six months ended June 30, 2022, consisted of proceeds from the exercise of common stock options and warrants and the employee stock purchase plan.

Net cash flows from financing activities for the six months ended June 30, 2021 consisted of the proceeds, net offering costs, of $46.8 million received from the public offering of our common stock, and proceeds from the exercise of common stock options and warrants aggregating $0.5 million.

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 continue to commercialize our ClearPoint system products and pursue additional applications for our


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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 ability of our Partners to achieve commercial success, including their use
of our products and services in their clinical trials and delivery of therapies;
•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.
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