Cortice Biosciences Files 13D for CNS Pharmaceuticals

TL;DR

**Cortice Biosciences just filed a 13D on CNS Pharma. Big ownership change incoming.**

AI Summary

Cortice Biosciences, Inc. has filed a Schedule 13D on August 2, 2024, indicating a change in beneficial ownership of CNS Pharmaceuticals, Inc. common stock. The filing details Cortice Biosciences' address and contact information, and the date of the event requiring the filing was July 29, 2024.

Why It Matters

This filing signals a significant change in ownership for CNS Pharmaceuticals, Inc., potentially impacting its stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Cortice Biosciences, Inc. (company) — Filing Person
• CNS Pharmaceuticals, Inc. (company) — Subject Company
• August 2, 2024 (date) — Filing Date
• July 29, 2024 (date) — Event Date

FAQ

Key Financial Figures

• $0.001 — o the shares of Common Stock, par value $0.001 (the Common Stock ), of CNS Pharmaceuti
• $15.0 million — tal trial for a licensed product either $15.0 million or 411,132 shares of Common Stock; (ii)
• $30.0 million — plication for a licensed product either $30.0 million or 822,264 shares of Common Stock; (iii
• $45.0 million — ted States of a licensed product either $45.0 million or 1,233,395 shares of Common Stock; an
• $10.0 million — e in Japan of a licensed product either $10.0 million or 205,566 shares of Common Stock. The

Filing Documents

• d777777dsc13d.htm (SC 13D) — 40KB
• 0001193125-24-192870.txt ( ) — 42KB

to this Statement is hereby incorporated by reference

Item 6 to this Statement is hereby incorporated by reference. Item5. Interest in Securities of the Issuer (a) (b) As of the date hereof, the Reporting Person directly beneficially owns 573,368 shares of Common Stock, representing 5.7% of the shares of Common Stock outstanding. The Reporting Person may be deemed to have (x) the sole power to direct the disposition of 573,368 shares of Common Stock which may be deemed to be beneficially owned by the Reporting Person as described above and (y) the sole power to direct the voting of the 573,368 shares of Common Stock which may be deemed to be beneficially owned by the Reporting Person as described above. (c) Except as reported on this Statement, the Reporting Person has not engaged in any transaction during the past 60 days involving the shares of Common Stock. (d) None. (e) Not applicable. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On July 29, 2024, the Reporting Person entered into an Exclusive License Agreement and Stock Purchase Agreement (collectively, the Cortice Agreements ) with the Issuer pursuant to which the Reporting Person granted to the Issuer 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 Issuer agreed to issue to the Reporting Person 573,368 shares of Common S

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 2, 2024 CORTICE BIOSCIENCES, INC. By: /s/ Michael Weiser Name: Michael Weiser Title: Director 5 Schedule A Directors and Executive Officers The business address of each director and executive officer of the Reporting Person is c/o Cortice Biosciences, Inc., 1345 Avenue of the Americas, New York, New York 10105. Cortice Biosciences, Inc. Name and Positions Present Principal Occupation or Employment Michael Weiser, Director and Co-President Co-Chief Executive Officer of Actin Biomed LLC Jason Stein, Director and Co-President Co-Chief Executive Officer of Actin Biomed LLC Stephen Rocamboli, Director Chief Executive Office of Sirpant Immunotherapeutics 6