CNS Pharmaceuticals Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
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| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. A copy of the Certificate of Change described in Item 5.03 is filed as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 17, 2025, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of the State of Nevada a Certificate of Change (the “Certificate of Change”), pursuant to Nevada Revised Statutes 78.209, to effect a one-for-twelve (1-for-12) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”). The Reverse Split became effective as of 12:01 a.m. Eastern Time on July 22, 2025 (the “Effective Time”). Pursuant to the Nevada Revised Statutes 78.207, the Company’s board of directors has the authority to effect a reverse stock split without stockholder approval if the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced.
As a result of the Reverse Split, each twelve pre-split shares of Common Stock outstanding was automatically combined into one new share of Common Stock without any action on the part of the holders. The number of authorized shares of common stock has been reduced from 300,000,000 to 25,000,000, while the number of authorized shares of preferred stock has been reduced from 5,000,000 to 416,667. The new CUSIP number for the Common Stock following the Reverse Split is 18978H508.
No fractional shares will be issued as a result of the Reverse Split. Stockholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the 1-for-12 Reverse Split ratio will automatically be entitled to receive a cash payment in lieu of a fractional share. All of the Company’s current outstanding warrants to purchase shares of Common Stock and other derivatives automatically adjust per their terms to reflect the Reverse Split.
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| Item 8.01. | Other Events |
On July 18, 2025, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As of July 22, 2025, the Company had approximately 529,829 shares of Common Stock outstanding.
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, 2024 and 2023 and the three months ended March 31, 2025 and 2024:
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 12 Months Ended | 12 Months Ended | |||||||||||||||
| Dec 31, 2024 | Dec 31, 2023 | Dec 31, 2024 | Dec 31, 2023 | |||||||||||||
| Net Loss | $ | (14,857,801 | ) | $ | (18,851,226 | ) | $ | (14,857,801 | ) | $ | (18,851,226 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 382,241 | 1,507 | 31,854 | 126 | ||||||||||||
| Diluted | 382,241 | 1,507 | 31,854 | 126 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (38.87 | ) | $ | (12,509.11 | ) | $ | (466.43 | ) | $ | (149,612.90 | ) | ||||
| Diluted | $ | (38.87 | ) | $ | (12,509.11 | ) | $ | (466.43 | ) | $ | (149,612.90 | ) | ||||
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 3 Months Ended | 3 Months Ended | |||||||||||||||
| Mar 31, 2025 | Mar 31, 2024 | Mar 31, 2025 | Mar 31, 2024 | |||||||||||||
| Net Loss | $ | (4,301,320 | ) | $ | (3,544,748 | ) | $ | (4,301,320 | ) | $ | (3,544,748 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 2,726,636 | 3,474 | 227,220 | 290 | ||||||||||||
| Diluted | 2,726,636 | 3,474 | 227,220 | 290 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (1.58 | ) | $ | (1,020.36 | ) | $ | (18.93 | ) | $ | (12,223.27 | ) | ||||
| Diluted | $ | (1.58 | ) | $ | (1,020.36 | ) | $ | (18.93 | ) | $ | (12,223.27 | ) | ||||
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| Item 9.01. | Financial Statements and Exhibits. |
| No. | Description | |
| 3.1 | Certificate of Change | |
| 99.1 | Press Release dated July 18, 2025 | |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 22, 2025 | |||
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