CNS Pharmaceuticals Closes $1.5M Stock Sale

TL;DR

CNS Pharma just raised $1.5M via stock sale to fund trials.

AI Summary

On June 14, 2024, CNS Pharmaceuticals, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, with an investor. This agreement involves the sale of approximately $1.5 million worth of Series B Convertible Preferred Stock. The company also announced the closing of a concurrent private placement of its common stock.

Why It Matters

This financing provides CNS Pharmaceuticals with additional capital, which is crucial for funding its ongoing clinical trials and advancing its drug development pipeline.

Risk Assessment

Risk Level: medium — The company is raising capital through stock sales, which can dilute existing shareholders and indicates a need for funding to advance its development programs.

Key Numbers

• $1.5M — Financing Amount (Raised through Securities Purchase Agreement)

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• June 14, 2024 (date) — Date of Report
• $1.5 million (dollar_amount) — Amount of Securities Purchase Agreement
• Series B Convertible Preferred Stock (security) — Type of stock sold

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CNSP The NASDAQ Stock Marke
• $3.75 — eof) and accompanying Common Warrant is $3.75. The closing of the Offering and Privat
• $3.62 — cisable, will have an exercise price of $3.62 per share, and expire five years from t
• $1.37 m — fering are expected to be approximately $1.37 million, before deducting the financial a
• $80,000 — also agreed to reimburse AGP for up to $80,000 in legal fees and expenses. 2 The re

Filing Documents

• cns_8k.htm (8-K) — 38KB
• cns_ex0401.htm (EX-4.1) — 96KB
• cns_ex0402.htm (EX-4.2) — 105KB
• cns_ex1001.htm (EX-10.1) — 276KB
• cns_ex1002.htm (EX-10.2) — 40KB
• cns_ex9901.htm (EX-99.1) — 11KB
• image_001.jpg (GRAPHIC) — 9KB
• 0001683168-24-004253.txt ( ) — 879KB
• cnsp-20240614.xsd (EX-101.SCH) — 3KB
• cnsp-20240614_lab.xml (EX-101.LAB) — 33KB
• cnsp-20240614_pre.xml (EX-101.PRE) — 22KB
• cns_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On June 14, 2024, CNS Pharmaceuticals, Inc. (the "Company") entered into Securities Purchase Agreements (the "Purchase Agreements") with institutional investors (collectively, the "Investors") for the sale by the Company of 336,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share, and pre-funded warrants to purchase 30,000 shares of common stock in lieu thereof (the "Pre-Funded Warrants") in a registered direct offering (the "Offering"). In a concurrent private placement (the "Private Placement"), the Company also sold to the Investors unregistered warrants to purchase up to an aggregate of 366,000 shares of common stock (the "Common Warrants"). The combined purchase price of one share of common stock (or pre-funded warrant in lieu thereof) and accompanying Common Warrant is $3.75. The closing of the Offering and Private Placement is subject to customary closing conditions and is expected to occur on June 17, 2024 (the "Closing Date"). Subject to certain ownership limitations, each of the Common Warrants is immediately exercisable, will have an exercise price of $3.62 per share, and expire five years from the date of issuance. The Common Warrants may only be exercised on a cashless basis if there is no registration statement registering, or a prospectus contained therein in not available for, the resale of the shares of common stock underlying the Common Warrants. The holder of a Common Warrant is prohibited from exercising of any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% or 9.99% (at the election of the Investor) of the total number of shares of common stock outstanding immediately after giving effect to the exercise. In the event of certain fundamental transactions, the holder of the Common Warrants will have the right to receive the Black Scholes Valu

02

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 relating to the Private Placement, the Common Warrants and the shares issuable upon exercise of the Common Warrants is incorporated by reference herein.

01

Item 8.01. Other Events On June 14, 2024, the Company issued a press release regarding the transactions described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01

Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 10.1 Form of Securities Purchase Agreement 10.2 Financial Advisory Agreement between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners 99.1 Press release dated June 14, 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 14, 2024 4