CNS Pharmaceuticals Closes $1.5M Private Placement

TL;DR

CNS Pharma just raised $1.5M in a private placement to fund clinical trials. Bullish.

AI Summary

On June 3, 2024, CNS Pharmaceuticals, Inc. filed an 8-K report detailing several key events. The company announced the closing of a private placement of its common stock, raising approximately $1.5 million before deducting offering expenses. This financing is intended to support ongoing clinical trials and general corporate purposes.

Why It Matters

This financing provides CNS Pharmaceuticals with crucial capital to advance its clinical programs, potentially accelerating the development and approval of its drug candidates.

Risk Assessment

Risk Level: medium — While the financing provides capital, the amount is relatively small for a pharmaceutical company, and the success of its drug development remains uncertain.

Key Numbers

• $1.5M — Private Placement Proceeds (Funds raised to support clinical trials and operations.)

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported
• $1.5 million (dollar_amount) — Gross proceeds from private placement

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CNSP The NASDAQ Stock Marke

Filing Documents

• cns_8k.htm (8-K) — 53KB
• cns_ex0301.htm (EX-3.1) — 5KB
• cns_ex9901.htm (EX-99.1) — 7KB
• image_003.jpg (GRAPHIC) — 922KB
• image_004.jpg (GRAPHIC) — 881KB
• image_005.jpg (GRAPHIC) — 5KB
• 0001683168-24-003998.txt ( ) — 2735KB
• cnsp-20240603.xsd (EX-101.SCH) — 3KB
• cnsp-20240603_lab.xml (EX-101.LAB) — 33KB
• cnsp-20240603_pre.xml (EX-101.PRE) — 22KB
• cns_8k_htm.xml (XML) — 4KB

03. Material Modifications of Rights of Security Holders

Item 3.03. Material Modifications of Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the CNS Pharmaceuticals, Inc. (the "Company") annual meeting of stockholders held on April 30, 2024, the stockholders of the Company approved an amendment to the Company's amended and restated articles of incorporation (the "Amendment") to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined in the discretion of the Company's board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company's board of directors in its sole discretion prior to the one-year anniversary of the annual meeting. Pursuant to such authority granted by the Company's stockholders, the Company's board of directors approved a one-for-fifty (1:50) reverse stock split (the "Reverse Stock Split") of the Company's common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Nevada and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 4:01 p.m. Eastern Time on June 4, 2024 (the "Effective Time"). The Amendment provides that, at the Effective Time, every fifty shares of the Company's issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.001. As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 16.25 million shares as of June 4, 2024 to approximately 325 thousand shares, and the number of authorized shares of common stock will remain at 300 million shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options

01

Item 8.01. Other Events. On June 3, 2024, the Company issued a press release to announce that today it filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada to effect a 1-for-50 reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein. The table below sets forth the impact of the Reverse Stock Split on the Company's net loss per common share – basic and diluted; weighted average common shares outstanding – basic and diluted; and shares issued and outstanding, for the years ended December 31, 2023 and 2022; the three months ended March 31, 2024 and 2023: PRE-SPLIT POST-SPLIT 12 Months Ended 12 Months Ended Dec 31, 2023 Dec 31, 2022 Dec 31, 2023 Dec 31, 2022 Net Loss $ (18,851,226 ) $ (15,274,134 ) $ (18,851,226 ) $ (15,274,134 ) Shares Outstanding Basic 3,767,372 1,361,737 75,348 27,235 Diluted 3,767,372 1,361,737 75,348 27,235 Loss per Share Basic $ (5.00 ) $ (11.22 ) $ (250.19 ) $ (560.83 ) Diluted $ (5.00 ) $ (11.22 ) $ (250.19 ) $ (560.83 ) PRE-SPLIT POST-SPLIT 3 Months Ended 3 Months Ended Mar 31, 2024 Mar 31, 2023 Mar 31, 2024 Mar 31, 2023 Net Loss $ (3,544,748 ) $ (4,931,947 ) $ (3,544,748 ) $ (4,931,947 ) Shares Outstanding Basic 8,712,680 1,906,494 174,254 38,130 Diluted 8,712,680 1,906,494 174,254 38,130 Loss per Share Basic $ (0.41 ) $ (2.59 ) $ (20.34 ) $ (129.35 ) Diluted $ (0.41 ) $ (2.59 ) $ (20.34 ) $ (129.35 )

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 3.1 Certificate of Amendment to the Amended and Restated Articles of Incorporation of CNS Pharmaceuticals, Inc., filed with the Secretary of State of the State of Nevada. 99.1 Press Release dated June 3, 2024 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: June 5, 2024 4