CNS Pharma Enters Material Agreement, Signals Leadership Changes

TL;DR

**CNSP just signed a big deal and might be shaking up its leadership.**

AI Summary

CNS Pharmaceuticals, Inc. (CNSP) entered into a material definitive agreement on January 29, 2024, with an unnamed party, which could significantly impact its operations or financial standing. This filing also indicates potential changes in its leadership or executive compensation, suggesting strategic shifts. For investors, this matters because such agreements and executive changes often signal new directions, potential partnerships, or financial restructuring that could affect the company's future value and stock performance.

Why It Matters

This filing signals potential strategic shifts for CNS Pharmaceuticals, which could lead to new opportunities or challenges, directly impacting the company's financial health and stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates a 'material definitive agreement' and 'departure/appointment of officers' without specific details, creating uncertainty about the nature and impact of these changes.

Analyst Insight

A smart investor would monitor CNS Pharmaceuticals' subsequent filings and press releases for specific details regarding the 'material definitive agreement' and any executive changes, as these will clarify the potential impact on the company's future.

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — the registrant filing the 8-K
• Nevada (company) — state of incorporation for CNS Pharmaceuticals, Inc.
• 03 Life Sciences (company) — organization name associated with the filer

Forward-Looking Statements

• CNS Pharmaceuticals will announce specific details of the 'material definitive agreement' within the next quarter. (CNS Pharmaceuticals, Inc.) — medium confidence, target: 2024-04-30
• The 'departure of directors or certain officers' will be followed by new appointments, potentially signaling a strategic shift in company leadership. (CNS Pharmaceuticals, Inc.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CNSP The NASDAQ Stock Marke
• $0.30 — ck and accompanying Common Warrants was $0.30 and the combined purchase price of one
• $0.299 — nt and accompanying Common Warrants was $0.299. In connection with the offering, the C
• $3.7 m — ny from the offering were approximately $3.7 million, before deducting the placement a
• $1.28 — of Common Stock at an exercise price of $1.28 per share and a termination date of Oct
• $75,000 — urse the placement agents for (i) up to $75,000 for the placement agents' legal fees, (
• $25,000 — lacement agents' legal fees, (ii) up to $25,000 of the aggregate gross proceeds of the
• $10,000 — gent, as applicable, in an amount up to $10,000. The representations, warranties and c
• $2,000 — d to pay Mr. Andraczke a monthly fee of $2,000. Item 9.01. Financial Statements and E

Filing Documents

• cns_8k.htm (8-K) — 41KB
• cns_ex0101.htm (EX-1.1) — 56KB
• cns_ex0401.htm (EX-4.1) — 104KB
• cns_ex0402.htm (EX-4.2) — 104KB
• cns_ex0403.htm (EX-4.3) — 101KB
• cns_ex1001.htm (EX-10.1) — 281KB
• cns_ex1002.htm (EX-10.2) — 18KB
• 0001683168-24-000660.txt ( ) — 1031KB
• cnsp-20240129.xsd (EX-101.SCH) — 3KB
• cnsp-20240129_lab.xml (EX-101.LAB) — 33KB
• cnsp-20240129_pre.xml (EX-101.PRE) — 22KB
• cns_8k_htm.xml (XML) — 4KB

01 Entry

Item 1.01 Entry into a Material Definitive Agreement. On January 29, 2024, the Company entered into a placement agency agreement with A.G.P./Alliance Global Partners ("AGP") and Maxim Group LLC ("Maxim" and collectively with AGP, the "Placement Agents") (the "Placement Agreement") for the public offering by the Company of (i) 2,215,667 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock") (ii) pre-funded warrants to purchase 11,117,667 shares of Common Stock (the "Pre-Funded Warrants"); (iii) Series A Warrants to purchase up to an aggregate of 13,333,334 shares of Common Stock (the "Series A Warrants"); and (iv) Series B Warrants to purchase up to an aggregate of 13,333,334 shares of Common Stock (the "Series B Warrants", and together with the Series A Warrants, the "Common Warrants)). The Common Warrants and Pre-Funded Warrants are collectively referred to herein as the ("Warrants"). The combined purchase price of one share of Common Stock and accompanying Common Warrants was $0.30 and the combined purchase price of one Pre-Funded Warrant and accompanying Common Warrants was $0.299. In connection with the offering, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors that participated in the offering. Common Stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). The Series A Warrants are exercisable immediately and will expire five years from the date of issuance and the Series B Warrants are exercisable immediately and will expire 18 months from the date of issuance. Each Common Warrant is exercisable into one share of Common Stock at a price per share of $0.30 per share. The Warrants may only be exercised on a cashless basis if there is no registration sta

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported, on January 17, 2024, the Company's Board of Directors (the "Board") agreed to appoint Amy Mahery as an independent member of the Company's Board effective upon the completion of the Company's financing. As of the Closing Date of the offering described in Item 1.01, Ms. Mahery joined the Company's Board of Directors. On February 1, 2024, Andrzej Andraczke resigned as a member of the Company's Board. Mr. Andraczke's resignation from the Board was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On February 1, 2024, the Company entered into a one-year consulting agreement with Mr. Andraczke to assist the Company in connection with its activities in Poland, and agreed to pay Mr. Andraczke a monthly fee of $2,000.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 1.1 Placement Agent Agreement dated January 29, 2024 by and among CNS Pharmaceuticals, Inc., A.G.P./Alliance Global Partners and Maxim Group LLC 4.1 Form of Series A Common Warrant 4.2 Form of Series B Common Warrant 4.3 Form of Pre-Funded Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Amendment to Common Stock Purchase Warrants 104 Cover page Interactive Data File (embedded within the Inline XBRL document) 3 Signature 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. CNS Pharmaceuticals, Inc. By: /s/ Chris Downs Chris Downs Chief Financial Officer Dated: February 2, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR