Current Report Filing (8-k)
February 12 2021 - 5:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): February 12, 2021
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CNS Pharmaceuticals, Inc.
(Exact name of registrant as specified
in its charter)
___________________________
Nevada
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001-39126
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82-2318545
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2100 West Loop South, Suite 900
Houston, Texas 77027
(Address of principal executive
offices) (Zip Code)
Registrant’s telephone number,
including area code: (800) 946-9185
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
___________________________
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbols(s)
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Name
of each exchange on which registered
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Common stock, par value $0.001 per share
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CNSP
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The NASDAQ Stock Market LLC
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Item 1.01. Entry into a Material Definitive Agreement.
On February 12, 2021, CNS Pharmaceuticals, Inc. (the “Company”)
entered into a Capital on Demand™ Sales Agreement (the “Agreement”) with JonesTrading Institutional Services
LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the “Agents”). Pursuant to
the terms of the Agreement, the Company may sell from time to time through the Agents shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”) with an aggregate sales price of up to $20.0 million (the “Shares”).
Any sales 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. 333-252471), which became effective on February 3, 2021 and the related prospectus supplement and the accompanying prospectus,
as filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2021.
Under the Agreement, the Company may sell Shares through the
Agents by any method that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of
1933, as amended (the “Securities Act”).
Sales of the Shares, if any, may be made at market prices prevailing
at the time of sale, subject to such other terms as may be agreed upon at the time of sale, including a minimum sales price that
may be stipulated by the Company’s Board of Directors or a duly authorized committee thereof. The Company or the Agents,
under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the Agreement. The offering
of the Shares pursuant to the Agreement will terminate upon the sale of Shares in an aggregate offering amount equal to $20.0 million,
or sooner if either the Company or the Agents terminate the Agreement pursuant to its terms.
The Company will pay a commission to the Agents of 3.0% of the
gross proceeds of the sale of the Shares sold under the Agreement and reimburse the Agents for certain expenses. The Company has
also provided the Agents with customary indemnification rights. The Company is not obligated to make any sales of Common Stock
under the Agreement.
The foregoing description of the Agreement is not complete and
is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The Agreement is also incorporated by reference into the Registration
Statement.
A copy of the opinion of Schiff Hardin LLP relating to the legality
of the shares of Common Stock issuable under the Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also
incorporated by reference into the Registration Statement.
The above disclosure shall not constitute an offer to sell or
the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the
securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state.
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits
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.
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CNS Pharmaceuticals, Inc.
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By:
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/s/ Chris Downs
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Chris Downs
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Chief Financial Officer
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Dated: February 12, 2021
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