CNS Pharmaceuticals Raises $1M in Stock Sale

TL;DR

CNS Pharma just sold $1M in stock at $1/share to an accredited investor. Funding secured.

AI Summary

On July 3, 2024, CNS Pharmaceuticals, Inc. announced an entry into a material definitive agreement, specifically a Securities Purchase Agreement with an accredited investor. The agreement involves the sale of 1,000,000 shares of common stock at a purchase price of $1.00 per share, totaling $1,000,000. This transaction is part of the company's ongoing efforts to secure funding for its operations and clinical trials.

Why It Matters

This funding injection provides CNS Pharmaceuticals with crucial capital to advance its drug development pipeline, potentially accelerating the timeline for its clinical trials and future product launches.

Risk Assessment

Risk Level: medium — While the funding is positive, the sale of stock at a relatively low price point could indicate a need for capital and potentially dilute existing shareholders.

Key Numbers

• $1.0M — Capital Raised (Through the sale of common stock to an accredited investor.)
• $1.00 — Price Per Share (The price at which shares were sold in the private placement.)

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• July 3, 2024 (date) — Date of Report
• Securities Purchase Agreement (agreement) — Material Definitive Agreement
• $1,000,000 (dollar_amount) — Total proceeds from stock sale
• $1.00 (dollar_amount) — Price per share
• 1,000,000 (number) — Number of shares sold

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CNSP The NASDAQ Stock Marke
• $1.39 — tock and accompanying Common Warrant is $1.39. The closing of the Offering and Privat
• $1.26 — cisable, will have an exercise price of $1.26 per share, and expire five years from t
• $1.98 m — fering are expected to be approximately $1.98 million, before deducting the financial a
• $65,000 — also agreed to reimburse AGP for up to $65,000 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) — 14KB
• cns_ex1001.htm (EX-10.1) — 288KB
• cns_ex1002.htm (EX-10.2) — 37KB
• cns_ex9901.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 6KB
• image_003.jpg (GRAPHIC) — 12KB
• image_002.jpg (GRAPHIC) — 4KB
• 0001683168-24-004667.txt ( ) — 810KB
• cnsp-20240703.xsd (EX-101.SCH) — 3KB
• cnsp-20240703_lab.xml (EX-101.LAB) — 33KB
• cnsp-20240703_pre.xml (EX-101.PRE) — 22KB
• cns_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On July 3, 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 1,425,000 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 1,425,000 shares of common stock (the "Common Warrants"). The combined purchase price of one share of common stock and accompanying Common Warrant is $1.39. The closing of the Offering and Private Placement is subject to customary closing conditions and is expected to occur on July 5, 2024 (the "Closing Date"). Subject to certain ownership limitations, each of the Common Warrants is immediately exercisable, will have an exercise price of $1.26 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 ca

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.

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Item 8.01. Other Events On July 3, 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 July 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: July 3, 2024 4