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

TL;DR

CNS Pharmaceuticals inked a material deal and sold some stock. Keep an eye on this.

AI Summary

On July 29, 2024, CNS Pharmaceuticals, Inc. entered into a material definitive agreement, likely related to its operations in the pharmaceutical preparations industry. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. Financial statements and exhibits were filed as part of this report.

Why It Matters

This filing indicates significant corporate actions, 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 involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• July 29, 2024 (date) — Date of earliest event reported
• 2100 West Loop South, Suite 900 Houston, Texas 77027 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CNSP The NASDAQ Stock Marke
• $15.0 million — l trial for a licensed product – either $15.0 million or 411,132 shares of Company common sto
• $30.0 million — ication for a licensed product – either $30.0 million or 822,264 shares of Company common sto
• $45.0 million — d States of a licensed product – either $45.0 million or 1,233,395 shares of Company common s
• $10.0 million — in Japan of a licensed product – either $10.0 million or 205,566 shares of Company common sto

Filing Documents

• cns_8k.htm (8-K) — 36KB
• cns_ex1001.htm (EX-10.1) — 287KB
• cns_ex1002.htm (EX-10.2) — 153KB
• cns_ex9901.htm (EX-99.1) — 24KB
• image_001.jpg (GRAPHIC) — 8KB
• 0001683168-24-005118.txt ( ) — 779KB
• cnsp-20240729.xsd (EX-101.SCH) — 3KB
• cnsp-20240729_lab.xml (EX-101.LAB) — 33KB
• cnsp-20240729_pre.xml (EX-101.PRE) — 22KB
• cns_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On July 29, 2024, CNS Pharmaceuticals, Inc. (the "Company") entered into Exclusive License Agreement and Stock Purchase Agreement (collectively, the "Cortice Agreements") with Cortice Biosciences, Inc. ("Cortice") pursuant to which Cortice granted the Company an exclusive license to the intellectual property rights related to certain patents around the compound TPI 287 in the United States, Canada, Mexico and Japan. The term of the license will expire, other than due to a breach of the Cortice Agreements, at the end of the royalty term with respect to any licensed product in any of the included territories, which begins upon the first commercial sale in such territory and ends on the latest of (i) ten years after such sale, (ii) the expiration of regulatory or marketing exclusivity for such licensed product in such country, or (c) the expiration of the last to expire valid patent claim in such country covering such licensed product. Pursuant to the Cortice Agreements, the Company agreed to issue Cortice 573,368 shares of Company common stock upon the closing of the transaction, and 43,330 shares of Company common stock upon the receipt of shareholder approval of such issuance as required by the rules of the Nasdaq Stock Market. The Company also agreed to make milestone payments to Cortice in either cash or shares of Company common stock (at Cortice's option) upon: (i) meeting the primary endpoint a pivotal trial for a licensed product – either $15.0 million or 411,132 shares of Company common stock; (ii) FDA acceptance of an New Drug Application for a licensed product – either $30.0 million or 822,264 shares of Company common stock; (iii) the first commercial sale in the United States of a licensed product – either $45.0 million or 1,233,395 shares of Company common stock; and (iv) the first commercial sale in Japan of a licensed product – either $10.0 million or 205,566 shares of Company common stock. The C

02

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 is incorporated by reference herein. The shares of Company common stock issuable pursuant to the Cortice Agreements will be offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws.

01

Item 7.01. Regulation FD. On July 30, 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. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for the purpose of the Securities Exchange Act of 1934, as amended ("Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference. 2

01

Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 10.1* Exclusive License Agreement between CNS Pharmaceuticals, Inc. and Cortice Biosciences, Inc. 10.2 Stock Purchase Agreement between CNS Pharmaceuticals, Inc. and Cortice Biosciences, Inc. 99.1 Press release dated July 30, 2024 104 Cover page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit. 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 30, 2024 4