CNS Pharmaceuticals Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits
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| The |
| Item 3.03. | Material Modifications of Rights of Security Holders. |
At the CNS Pharmaceuticals, Inc. (the “Company”) special meeting of stockholders held on November 26, 2024, the stockholders of the Company approved a proposal granting the Company’s board of directors the authority to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion.
Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-fifty (1:50) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock as of February 21, 2025 (the “Effective Time”), such that, at the Effective Time, every fifty shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.001.
As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 136.93 million shares as of February 20, 2025 to approximately 2.74 million shares, and the number of authorized shares of common stock will remain at 300 million shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock unit awards and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such holder would otherwise be entitled multiplied by the closing price per share of common stock on the date of the effective time of the reverse stock split, as reported by Nasdaq (as adjusted to give effect to the Reverse Stock Split).
The Company’s common stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on February 21, 2025. The trading symbol for the common stock will remain “CNSP.” The Company’s post-Reverse Stock Split common stock has a new CUSIP number (CUSIP No. 18978H409), but the par value and other terms of the common stock are not affected by the Reverse Stock Split.
| Item 8.01. | Other Events. |
On February 19, 2025, the Company issued a press release to announce the Reverse Stock Split. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
The table below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share – basic and diluted; weighted average common shares outstanding – basic and diluted; and shares issued and outstanding, for the years ended December 31, 2023 and 2022; the three months ended March 31, 2024 and 2023; the six months ended June 30, 2024 and 2023; and the nine months ended September 30, 2024 and 2023:
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 12 Months Ended | 12 Months Ended | |||||||||||||||
| Dec 31, 2023 | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2022 | |||||||||||||
| Net Loss | $ | (18,851,226 | ) | $ | (15,274,134 | ) | $ | (18,851,226 | ) | $ | (15,274,134 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 75,348 | 27,235 | 1,507 | 545 | ||||||||||||
| Diluted | 75,348 | 27,235 | 1,507 | 545 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (250.19 | ) | $ | (560.83 | ) | $ | (12,509.11 | ) | $ | (28,025.93 | ) | ||||
| Diluted | $ | (250.19 | ) | $ | (560.83 | ) | $ | (12,509.11 | ) | $ | (28,025.93 | ) | ||||
| 2 |
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 3 Months Ended | 3 Months Ended | |||||||||||||||
| Mar 31, 2024 | Mar 31, 2023 | Mar 31, 2024 | Mar 31, 2023 | |||||||||||||
| Net Loss | $ | (3,544,748 | ) | $ | (4,931,947 | ) | $ | (3,544,748 | ) | $ | (4,931,947 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 174,254 | 38,130 | 3,486 | 763 | ||||||||||||
| Diluted | 174,254 | 38,130 | 3,486 | 763 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (20.34 | ) | $ | (129.35 | ) | $ | (1,016.85 | ) | $ | (6,463.89 | ) | ||||
| Diluted | $ | (20.34 | ) | $ | (129.35 | ) | $ | (1,016.85 | ) | $ | (6,463.89 | ) | ||||
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 3 Months Ended | 3 Months Ended | |||||||||||||||
| Jun 30, 2024 | Jun 30, 2023 | Jun 30, 2024 | Jun 30, 2023 | |||||||||||||
| Net Loss | $ | (2,530,753 | ) | $ | (4,021,234 | ) | $ | (2,530,753 | ) | $ | (4,021,234 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 376,643 | 77,547 | 7,533 | 1,551 | ||||||||||||
| Diluted | 376,643 | 77,547 | 7,533 | 1,551 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (6.72 | ) | $ | (51.86 | ) | $ | (335.96 | ) | $ | (2,592.67 | ) | ||||
| Diluted | $ | (6.72 | ) | $ | (51.86 | ) | $ | (335.96 | ) | $ | (2,592.67 | ) | ||||
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 6 Months Ended | 6 Months Ended | |||||||||||||||
| Jun 30, 2024 | Jun 30, 2023 | Jun 30, 2024 | Jun 30, 2023 | |||||||||||||
| Net Loss | $ | (6,075,501 | ) | $ | (8,953,181 | ) | $ | (6,075,501 | ) | $ | (8,953,181 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 275,113 | 57,874 | 5,503 | 1,158 | ||||||||||||
| Diluted | 275,113 | 57,874 | 5,503 | 1,158 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (22.08 | ) | $ | (154.70 | ) | $ | (1,104.03 | ) | $ | (7,731.59 | ) | ||||
| Diluted | $ | (22.08 | ) | $ | (154.70 | ) | $ | (1,104.03 | ) | $ | (7,731.59 | ) | ||||
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 3 Months Ended | 3 Months Ended | |||||||||||||||
| Sep 30, 2024 | Sep 30, 2023 | Sep 30, 2024 | Sep 30, 2023 | |||||||||||||
| Net Loss | $ | (5,605,934 | ) | $ | (4,522,795 | ) | $ | (5,605,934 | ) | $ | (4,522,795 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 22,180,874 | 83,542 | 443,618 | 1,671 | ||||||||||||
| Diluted | 22,180,874 | 83,542 | 443,618 | 1,671 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (0.25 | ) | $ | (54.14 | ) | $ | (12.64 | ) | $ | (2,706.64 | ) | ||||
| Diluted | $ | (0.25 | ) | $ | (54.14 | ) | $ | (12.64 | ) | $ | (2,706.64 | ) | ||||
| 3 |
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 9 Months Ended | 9 Months Ended | |||||||||||||||
| Sep 30, 2024 | Sep 30, 2023 | Sep 30, 2024 | Sep 30, 2023 | |||||||||||||
| Net Loss | $ | (11,681,435 | ) | $ | (13,475,976 | ) | $ | (11,681,435 | ) | $ | (13,475,976 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 7,581,312 | 66,553 | 151,627 | 1,332 | ||||||||||||
| Diluted | 7,581,312 | 66,553 | 151,627 | 1,332 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (1.54 | ) | $ | (202.48 | ) | $ | (77.04 | ) | $ | (10,117.10 | ) | ||||
| Diluted | $ | (1.54 | ) | $ | (202.48 | ) | $ | (77.04 | ) | $ | (10,117.10 | ) | ||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release dated February 19, 2025 | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
| 4 |
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. |
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| By: | /s/ Chris Downs | ||
| Chris Downs | |||
| Chief Financial Officer | |||
| Dated: February 21, 2025 | |||
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