CNS Pharmaceuticals Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01. Other Events.
As previously reported, on July 26, 2024, CNS Pharmaceuticals, Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”). Pursuant to the terms of the Agreement, the Company originally was permitted to sell from time to time through A.G.P., as sales agent or principal, shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) with initial aggregate sales price of up to $5.2 million (the “Shares”). On July 30, 2024, the Company increased the aggregate sales price of Shares that may be sold under the Agreement to $30.2 million (including the original $5.2 million). On March 20, 2025, the Company again increased the aggregate sales price of Shares that may be sold under the Agreement to $43.5 million (including $6,447,229.14 remaining from the $30.2 million).
As of March 20, 2025, the Company has sold 2,522,755 Shares pursuant to the Agreement for gross proceeds of approximately $23.75 million. As of March 20, 2025, the Company has 2,944,381 shares of common stock outstanding.
Any sale of Shares pursuant to the Agreement will be made under the Company’s effective “shelf” registration statement (the “Registration Statement”) on Form S-3 (File No. 333-279285), which became effective on May 17, 2024 and includes a base prospectus (the “Base Prospectus”), and under the related prospectus supplement (the “ATM Prospectus,” and collectively with the Base Prospectus, the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) dated July 26, 2024 as supplemented on July 30, 2024 and March 20, 2025. The $43.5 million of Shares that may be offered, issued, and sold under the ATM Prospectus is included in the $75,000,000 of securities that may be offered, issued, and sold by the Company under the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits | |
| 1.1 | Sales Agreement, dated July 26, 2024, by and between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 of the Form 8-K filed July 26, 2024) |
| 5.1 | Opinion of ArentFox Schiff LLP |
| 23.1 | Consent of ArentFox Schiff LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: March 20, 2025 | |||
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