CNS Pharmaceuticals Files Material Definitive Agreement

TL;DR

CNS Pharma just signed a big deal, filing an 8-K today.

AI Summary

On July 26, 2024, CNS Pharmaceuticals, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in Nevada and its principal executive offices are located in Houston, Texas.

Why It Matters

This filing indicates a significant new contract or partnership for CNS Pharmaceuticals, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, but the specific nature of the agreement is not detailed in this summary.

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• July 26, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Houston, Texas (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CNSP The NASDAQ Stock Marke
• $5.2 million — with an aggregate sales price of up to $5.2 million (the "Shares"). The Company intends to
• $5.2 million — on (the "SEC") dated July 26, 2024. The $5.2 million of Common Stock that may be offered, is
• $75,000,000 — r the ATM Prospectus is included in the $75,000,000 of securities that may be offered, issu
• $5.2 m — n an aggregate offering amount equal to $5.2 million, (ii) the expiration of the Regis

Filing Documents

• cns_8k.htm (8-K) — 37KB
• cns_ex0101.htm (EX-1.1) — 267KB
• cns_ex0501.htm (EX-5.1) — 15KB
• cns_ex1001.htm (EX-10.1) — 19KB
• image_001.jpg (GRAPHIC) — 6KB
• 0001683168-24-005070.txt ( ) — 590KB
• cnsp-20240726.xsd (EX-101.SCH) — 3KB
• cnsp-20240726_lab.xml (EX-101.LAB) — 33KB
• cnsp-20240726_pre.xml (EX-101.PRE) — 22KB
• cns_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Sales Agreement On July 26, 2024, CNS Pharmaceuticals, Inc. (the "Company") entered into a Sales Agreement (the "Agreement") with A.G.P./Alliance Global Partners ("A.G.P."). Pursuant to the terms of the Agreement, the Company may sell from time to time through A.G.P., as sales agent or principal, shares of the Company's common stock, par value $0.001 per share ("Common Stock") with an aggregate sales price of up to $5.2 million (the "Shares"). The Company intends to use the net proceeds from the sale of the Shares for working capital and for general corporate purposes. Any sale of Shares pursuant to the Agreement will be made under the Company's effective "shelf" registration statement (the "Registration Statement") on Form S-3 (File No. 333-279285), which became effective on May 17, 2024 and includes a base prospectus (the "Base Prospectus"), and under the related prospectus supplement (the "ATM Prospectus," and collectively with the Base Prospectus, the "Prospectus") filed with the Securities and Exchange Commission (the "SEC") dated July 26, 2024. The $5.2 million of Common Stock that may be offered, issued, and sold under the ATM Prospectus is included in the $75,000,000 of securities that may be offered, issued, and sold by the Company under the Base Prospectus. Under the Agreement, the Company may sell Shares through A.G.P. by any method that is deemed an "at the market offering" (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended). Under the Agreement, A.G.P. will also be able to sell shares of Common Stock by any other method permitted by law, including in negotiated transactions with the Company's prior written consent. Upon delivery of a placement notice and subject to the terms and conditions of the Agreement, A.G.P. is required to use its commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and r

01

Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 1.1 Sales Agreement, dated July 26, 2024, by and between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners 5.1 ArentFox Schiff LLP Legal Opinion 10.1 Form of Waiver and Consent 23 .1 Consent of ArentFox Schif LLP (included in Exhibit 5.1 ) 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/ Christoper S. Downs Christoper S. Downs Chief Financial Officer Dated: July 26, 2024 4