CNS Pharmaceuticals Files 8-K: Material Agreement & Equity Sales

TL;DR

CNS Pharmaceuticals inked a material deal and sold equity, filing an 8-K on June 26, 2024.

AI Summary

On June 26, 2024, CNS Pharmaceuticals, Inc. announced an entry into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. Specific details regarding the agreement and equity sales were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates material agreements and equity sales, which can introduce financial and operational risks depending on the specifics not yet disclosed.

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• June 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CNSP The NASDAQ Stock Marke
• $2.45 — tock and accompanying Common Warrant is $2.45. The closing of the Offering and Privat
• $2.32 — cisable, will have an exercise price of $2.32 per share, and expire five years from t
• $1.39 m — fering are expected to be approximately $1.39 million, before deducting the financial a
• $80,000 — also agreed to reimburse AGP for up to $80,000 in legal fees and expenses. The repres

Filing Documents

• cns_8k.htm (8-K) — 38KB
• cns_ex0401.htm (EX-4.1) — 107KB
• cns_ex0501.htm (EX-5.1) — 13KB
• cns_ex1001.htm (EX-10.1) — 287KB
• cns_ex1002.htm (EX-10.2) — 46KB
• cns_ex9901.htm (EX-99.1) — 9KB
• image_001.jpg (GRAPHIC) — 6KB
• 0001683168-24-004501.txt ( ) — 792KB
• cnsp-20240626.xsd (EX-101.SCH) — 3KB
• cnsp-20240626_lab.xml (EX-101.LAB) — 33KB
• cnsp-20240626_pre.xml (EX-101.PRE) — 22KB
• cns_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On June 26, 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 568,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share 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 568,000 shares of common stock (the "Common Warrants"). The combined purchase price of one share of common stock and accompanying Common Warrant is $2.45. The closing of the Offering and Private Placement is subject to customary closing conditions and is expected to occur on June 27, 2024 (the "Closing Date"). Subject to certain ownership limitations, each of the Common Warrants is immediately exercisable, will have an exercise price of $2.32 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 Value (as defined in the Common Warrants) of its Common Warrants calculated pursuant to a formula set forth in the Common Warrants, payable either in cash

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 26, 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 Common Warrant 5.1 ArentFox Schiff LLP Legal Opinion 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 26, 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 26, 2024 4