CNS Pharmaceuticals Files 8-K for Material Definitive Agreement

TL;DR

CNS Pharmaceuticals just signed a big deal, details TBD.

AI Summary

On October 23, 2024, CNS Pharmaceuticals, Inc. entered into a Material Definitive Agreement. The company, incorporated in Nevada with its principal executive offices in Houston, Texas, filed a Form 8-K to report this event. The filing does not specify the nature of the agreement or any associated dollar amounts.

Why It Matters

This filing indicates a significant new agreement for CNS Pharmaceuticals, which could impact its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, but lacks specific details, creating uncertainty about its implications.

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• October 23, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Houston, Texas (location) — Principal executive offices
• 800-946-9185 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CNSP The NASDAQ Stock Marke
• $0.17 — price of each share of Common Stock was $0.17 per share and the purchase price for ea
• $0.169 — Pre-Funded Warrant in lieu thereof was $0.169 per Pre-Funded Warrant. In connection w
• $3.0 m — fering are expected to be approximately $3.0 million, before deducting the Placement A
• $60,000 — burse the Placement Agent for (i) up to $60,000 for the Placement Agent's legal fees, (
• $20,000 — lacement Agent's legal fees, (ii) up to $20,000 for non-accountable fees and expenses a
• $10,000 — gent, as applicable, in an amount up to $10,000. The representations, warranties and c

Filing Documents

• cns_8k.htm (8-K) — 38KB
• cns_ex0101.htm (EX-1.1) — 50KB
• cns_ex0401.htm (EX-4.1) — 98KB
• cns_ex0501.htm (EX-5.1) — 16KB
• cns_ex1001.htm (EX-10.1) — 247KB
• cns_ex9901.htm (EX-99.1) — 11KB
• image_001.jpg (GRAPHIC) — 9KB
• image_002.jpg (GRAPHIC) — 6KB
• 0001683168-24-007371.txt ( ) — 758KB
• cnsp-20241023.xsd (EX-101.SCH) — 3KB
• cnsp-20241023_lab.xml (EX-101.LAB) — 33KB
• cnsp-20241023_pre.xml (EX-101.PRE) — 22KB
• cns_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On October 23, 2024, CNS Pharmaceuticals, Inc. (the "Company") entered into a placement agency agreement (the "Placement Agency Agreement") with A.G.P./Alliance Global Partners (the "Placement Agent") in connection with the sale by the Company of: (i) 3,700,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), and (ii) pre-funded warrants to purchase 13,947,060 shares of Common Stock (the "Pre-Funded Warrants") in lieu of Common Stock, in a registered direct offering (the "Offering"). The per share purchase price of each share of Common Stock was $0.17 per share and the purchase price for each Pre-Funded Warrant in lieu thereof was $0.169 per Pre-Funded Warrant. In connection with the Offering, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors (collectively, the "Investors") that participated in the Offering. The closing of the Offering is subject to customary closing conditions and is expected to occur on October 24, 2024 (the "Closing Date"). Subject to certain ownership limitations, each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). In lieu of making the cash payment otherwise contemplated to be made upon exercise of the Pre-Funded Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a cashless exercise formula set forth in the Pre-Funded Warrant. The holder of a Pre-Funded Warrant is prohibited from exercising 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 S

01. Other Events

Item 8.01. Other Events On October 23, 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. As of October 24, 2024, Pre-Funded Warrants to purchase 8,828,530 shares of common stock have been exercised. Following these exercises, the Company has 49,574,933 shares of Common Stock outstanding.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 1.1 Placement Agency Agreement dated October 23, 2024, between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners 4.1 Form of Pre-Funded Warrant 5.1 ArentFox Schiff LLP Legal Opinion 10.1 Form of Securities Purchase Agreement 23.1 Consent of ArentFox Schiff LLP (included in Exhibit 5.1 ) 99.1 Press release dated October 23, 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: October 24, 2024 4