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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):
November 28, 2022
___________________________
CNS Pharmaceuticals, Inc.
(Exact name of registrant as specified in its
charter)
___________________________
| Nevada |
001-39126 |
82-2318545 |
|
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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))
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
Trading Symbols(s) |
Name of each exchange on which registered |
| Common stock, par value $0.001 per share |
CNSP |
The NASDAQ Stock Market LLC |
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.
| Item 3.03. | Material Modifications of Rights of Security Holders. |
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item
3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
At
the CNS Pharmaceuticals, Inc. (the “Company”) annual meeting of stockholders completed on August 25, 2022, the stockholders
of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”)
to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30, 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 prior to the one-year anniversary of the annual meeting.
Pursuant
to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-thirty (1:30)
reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate
the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Nevada and the Reverse Stock Split will become
effective in accordance with the terms of the Amendment at 4:01 p.m. Eastern Time on November 28, 2022 (the “Effective Time”).
The Amendment provides that, at the Effective Time, every thirty 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 40.03 million
shares as of September 30, 2022 to approximately 1.33 million shares, and the number of authorized shares of common stock will remain
at 75 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 fractional share will be entitled to the rounding up of the fractional share to the nearest whole number. The Reverse Stock Split will
be effective at 4:01 p.m., Eastern Time, on November 28, 2022, and the Company’s common stock is expected to begin trading on a
Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on November 29, 2022. 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. 18978H201), but the par value and other terms of the common stock are not affected by the Reverse Stock Split.
The
summary of the of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment,
a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On
November 28, 2022, the Company issued a press release to announce that today it filed a certificate of amendment to its articles of incorporation
with the Secretary of State of the State of Nevada to effect a 1-for-30 reverse stock split of its common stock. 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 year ended December 31,
2021; the three months ended September 30, 2022 and 2021; and the nine months ended September 30, 2022 and 2021:
| | |
PRE-SPLIT | | |
POST-SPLIT | |
| | |
12 Months Ended | | |
12 Months Ended | |
| | |
Dec 31, 2021 | | |
Dec 31, 2020 | | |
Dec 31, 2021 | | |
Dec 31, 2020 | |
| Net Loss | |
$ | (14,036,578 | ) | |
$ | (9,457,871 | ) | |
$ | (14,036,578 | ) | |
$ | (9,457,871 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Shares Outstanding | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 26,353,282 | | |
| 16,618,441 | | |
| 878,443 | | |
| 553,948 | |
| Diluted | |
| 26,353,282 | | |
| 16,618,441 | | |
| 878,443 | | |
| 553,948 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss per Share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.53 | ) | |
$ | (0.57 | ) | |
$ | (15.98 | ) | |
$ | (17.07 | ) |
| Diluted | |
$ | (0.53 | ) | |
$ | (0.57 | ) | |
$ | (15.98 | ) | |
$ | (17.07 | ) |
| | |
PRE-SPLIT | | |
POST-SPLIT | |
| | |
3 Months Ended | | |
3 Months Ended | |
| | |
Sep 30, 2022 | | |
Sep 30, 2021 | | |
Sep 30, 2022 | | |
Sep 30, 2021 | |
| Net Loss | |
$ | (3,419,553 | ) | |
$ | (3,814,348 | ) | |
$ | (3,419,553 | ) | |
$ | (3,814,348 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Shares Outstanding | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 40,032,481 | | |
| 27,443,771 | | |
| 1,334,417 | | |
| 914,792 | |
| Diluted | |
| 40,032,481 | | |
| 27,443,771 | | |
| 1,334,417 | | |
| 914,792 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss per Share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.09 | ) | |
$ | (0.14 | ) | |
$ | (2.56 | ) | |
$ | (4.17 | ) |
| Diluted | |
$ | (0.09 | ) | |
$ | (0.14 | ) | |
$ | (2.56 | ) | |
$ | (4.17 | ) |
| | |
PRE-SPLIT | | |
POST-SPLIT | |
| | |
9 Months Ended | | |
9 Months Ended | |
| | |
Sep 30, 2022 | | |
Sep 30, 2021 | | |
Sep 30, 2022 | | |
Sep 30, 2021 | |
| Net Loss | |
$ | (9,769,844 | ) | |
$ | (11,241,425 | ) | |
$ | (9,769,844 | ) | |
$ | (11,241,425 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Shares Outstanding | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 39,631,939 | | |
| 25,858,221 | | |
| 1,321,065 | | |
| 861,941 | |
| Diluted | |
| 39,631,939 | | |
| 25,858,221 | | |
| 1,321,065 | | |
| 861,941 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss per Share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.25 | ) | |
$ | (0.43 | ) | |
$ | (7.40 | ) | |
$ | (13.04 | ) |
| Diluted | |
$ | (0.25 | ) | |
$ | (0.43 | ) | |
$ | (7.40 | ) | |
$ | (13.04 | ) |
| 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.
| Dated: November 28, 2022 |
CNS Pharmaceuticals, Inc. |
|
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Chris
Downs |
|
| |
|
Chris Downs |
|
| |
|
Chief Financial Officer |
|
Exhibit 3.1
Filed in the Office of Secretary of State State Of Nevada Business Number E0354342017 - 0 Filing Number 20222774072 Filed On 11/23/2022 11:09:00 AM Number of Pages 3
DocuSign Envelope ID: 8C66BEE3 - B5EA - 45DE - B7E3 - EFA268059255 ,:.. \ ,i' - . ?." ,..I/ ) t _ . . .... . . .· '';,,'V,:c.,, BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 4 T 5 C c 6 ( Profit Corporation: Certificate of Amendment (PuRsuANT TO NRs 78 . 380 & 78 .3 85 / 78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANT TO NRs 78.403) Officer's Statement PuRsuANT TO NRs 80 . 030 . Effective Date and ime: (Optional) Date : r Time : -------- - - (must not be later than 90 days after the certificate is filed) . Information Being hanged: (Domestic orporations only) Changes to takes the following effect: [] The entity name has been amended. D The registered agent has been changed . (attach Certificate of Acceptance from new registered agent) D The purpose of the entity has been amended. The authorized shares have been amended . The directors, managers or general partners have been amended. D IRS tax language has been added. [8] Articles have been added . D Articles have been deleted . D Other. The articles have been amended as follows : (provide article numbers, if available) See attached Exhibit A. (attach additional page(s) if necessary) chief Financial offic r Title X Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote , in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. . Signature: Required) Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees . Page 2 of 2 Revised: 1 /1/20 19
Exhibit A
ANNEX A
TO THE CERTIFICATE OF AMENDMENT
OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
CNS PHARMACEUTICALS, INC.
A new
section 3(a) is added to the Amended and Restated Articles of Incorporation of CNS Pharmaceuticals as follows:
At 1:01 p.m. PST on November
28, 2022 (the "Effective Time") every 30 (the "Reverse Split Factor") outstanding shares of Common Stock shall without further action
by the corporation or the holder thereof be combined into and automatically become one share of Common Stock (the "Reverse Stock Split");
provided, however, no fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split, and instead, the Corporation
shall issue one full share of post-Reverse Stock Split Common Stock to any stockholder who would have been entitled to receive a fractional
share of Common Stock as a result of the Reverse Stock Split.
Exhibit 99.1
CNS Pharmaceuticals
Announces Reverse Stock Split
HOUSTON, TX (November 28, 2022) – CNS
Pharmaceuticals, Inc. (NASDAQ: CNSP) (“CNS” or the “Company”), a biopharmaceutical company specializing in
the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced a 1-for-30
reverse split of its common stock, effective at 4:01 PM ET today. Beginning on November 29, 2022, the Company’s common stock will
continue to trade on The Nasdaq Capital Market (“Nasdaq”) on a split adjusted basis under the trading symbol “CNSP”,
but will trade under the following new CUSIP number: 18978H201.
The reverse stock split was approved by CNS Pharmaceuticals’
stockholders at the 2022 annual meeting of stockholders. The reverse stock split is primarily intended to increase the Company’s
per share trading price and bring the Company into compliance with the Nasdaq’s listing requirement regarding minimum share price.
As a result of the reverse stock split, every
30 shares of common stock issued and outstanding as of the effective date will be automatically combined into one share of common stock.
Outstanding warrants, equity-based awards and other outstanding equity rights will be proportionately adjusted by dividing the shares
of common stock underlying the securities by 30 and multiplying the exercise/conversion price, as the case may be, by 30. 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 fractional
share will be entitled to the rounding up of the fractional share to the nearest whole number. The par value of the common stock will
remain unchanged at $0.001 per share after the reverse split, and the number of authorized shares of common stock will remain at 75 million
shares. The reverse split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s
equity, except to the extent that the reverse split results in some stockholders owning a fractional share as described above.
About CNS Pharmaceuticals, Inc.
CNS Pharmaceuticals a clinical-stage pharmaceutical
company developing a pipeline of anti-cancer drug candidates for the treatment of primary and metastatic cancers of the brain and central
nervous system. The Company’s lead drug candidate, Berubicin, is a novel anthracycline and the first anthracycline to appear to
cross the blood-brain barrier. Berubicin is currently in development for the treatment of a number of serious brain and CNS oncology
indications including glioblastoma multiforme (GBM), an aggressive and incurable form of brain cancer.
For more information, please visit www.CNSPharma.com,
and connect with the Company on Twitter, Facebook, and LinkedIn.
Forward-Looking Statements
Some of the statements in this press release are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These statements relate to future
events, future expectations, plans and prospects. Although CNS believes the expectations reflected in such forward-looking statements
are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by
such forward-looking statements. CNS has attempted to identify forward-looking statements by terminology including ''believes,'' ''estimates,''
''anticipates,'' ''expects,'' ''plans,'' ''projects,'' ''intends,'' ''potential,'' ''may,'' ''could,'' ''might,'' ''will,'' ''should,''
''approximately'' or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including those discussed under
Item 1A. "Risk Factors" in CNS's most recently filed Form 10-K filed with the Securities and Exchange Commission ("SEC")
and updated from time to time in its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained
in this press release speak only as of its date. CNS undertakes no obligation to update any forward-looking statements contained in this
press release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
CONTACTS:
Investor Relations Contact
JTC Team, LLC
Jenene Thomas
833-475-8247
CNSP@jtcir.com