CNS Pharmaceuticals, Inc 8-K, filed Feb 21, 2025
CNS Pharmaceuticals, Inc. (CNSP)
About this 8-K
CNS Pharmaceuticals, Inc filed this 8-K on February 21, 2025, reporting on events of February 19, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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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 |
| 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. |
|||
| By: | /s/ Chris Downs | ||
| Chris Downs | |||
| Chief Financial Officer | |||
| Dated: February 21, 2025 | |||
| 5 |
Exhibit 99.1
CNS Pharmaceuticals Announces Reverse Stock Split
HOUSTON, TX (February 19, 2025) – 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-50 reverse split of its common stock. Beginning on February 21, 2025, 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: 18978H409. 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 50 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 50 and multiplying the exercise/conversion price, as the case may be, by 50. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of a fractional share. 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 300 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. Forward-looking statements in this press release include, without limitation, the timing and completion of the reverse split. 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