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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): May 3, 2023

___________________________

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 3, 2023, the Board of Directors of CNS Pharmaceuticals, Inc. (the “Company”) appointed Bettina M. Cockroft, M.D., M.B.A as an independent member of the Company’s Board of Directors effective on such date. Dr. Cockroft has not been appointed to any Board committees at this time. Dr. Cockroft will participate in the Company’s standard compensation program for non-employee directors, which was filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2022 and is incorporated herein by reference. In addition, on May 5, 2023, Dr. Cockroft was granted a ten-year option to purchase 8,300 shares of Company common stock at an exercise price of $1.67 which will vest ratably in 36 equal monthly installments beginning one month from the grant date.

 

Item 7.01 Regulation FD Disclosure.

 

On May 8, 2023, the Company issued a press release announcing the appointment of Dr. Cockroft to the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No. Description

 

99.1 Press Release dated May 8, 2023
104 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.  
       
       
  By: /s/ Chris Downs                          
    Chris Downs  
    Chief Financial Officer  
       
Dated: May 8, 2023      

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

 

 

 

Bettina M. Cockroft, M.D., M.B.A., Pharmaceutical and Biotech Industry Veteran, Joins CNS Pharmaceuticals Board of Directors

 

Brings over 30 years of significant biopharmaceutical industry experience and proven clinical development and operational expertise across multiple therapeutic disciplines worldwide

 

HOUSTON, TX (May 8, 2023) – 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 it has appointed Bettina M. Cockroft, M.D., M.B.A., to its Board of Directors as an independent director.

 

Dr. Cockroft is a well-established industry executive with over 30 years of experience in the biopharmaceutical industry with clinical development expertise across multiple therapeutic areas. Over the course of her notable career, she has successfully led multiple clinical development programs and has a proven track record executing programs through drug development, commercial launch and beyond, having played a key role in the approval of several drugs for neurological, cardiovascular and infectious diseases.

 

“On behalf of the CNS Pharmaceuticals Board and management, we are thrilled to welcome Dr. Cockroft to the Board. Her appointment adds deep scientific, clinical and operational expertise, and we believe that she will provide an integral viewpoint and invaluable guidance,” commented Faith L. Charles, Chair of the CNS Pharmaceuticals Board of Directors. “Dr. Cockroft’s addition to our team is another representation of our commitment to advancing Berubicin and the Company’s planning for success in order to serve patients in desperate need of a treatment, as well as building value for shareholders in the near and long term. Additionally, her European training provides an important perspective on our expanding clinical operations in that important region. We look forward to leveraging her proven leadership and extensive expertise moving forward."

 

Dr. Cockroft has served as the Senior Vice President and Chief Medical Officer of Sangamo Therapeutics, Inc. since 2019, overseeing all clinical development activities, clinical operations and drug safety. Prior to joining Sangamo, Dr. Cockroft served on the senior leadership team as Vice President, Clinical Research, Neurology at Cytokinetics, Inc., where she was responsible for clinical development of fast skeletal muscle troponin activators in diseases such as Amyotrophic Lateral Sclerosis and Spinal Muscular Atrophy. Before that, Dr. Cockroft served as Chief Medical Officer of Auris Medical AG, where she led and grew the clinical development team responsible for two Phase 3 programs. Dr. Cockroft also held roles of increasing responsibility at Merck Serono S.A., Novartis Consumer Health and Menarini Ricerche earlier in her career. Additionally, she has authored or co-authored over 20 publications and currently serves as a member of the Board of Directors for Annexon Biosciences.

 

“Joining the Board at CNS Pharmaceuticals at this time represents an exciting opportunity for me. The team’s continued commitment to the GBM community and the advancement of the development of Berubicin as a potential much-needed treatment solution is nothing short of inspiring and I look forward to working closely with the team to play a role in continuing its momentum forward and driving Berubicin towards approval,” added Dr. Cockroft.

 

Dr. Cockroft received her M.B.A. from the MIT Sloan School of Management and her M.D. from the University of Genova.


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.

 

 

 

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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

[email protected]

 

 

 

 

 

 

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