CNS Pharmaceuticals Announces Pricing of Registered Direct Offering and Concurrent Private Placement

HOUSTON, TX / ACCESSWIRE / July 3, 2024 / CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) (“CNS” or the “Company”), a biopharmaceutical company focused on developing novel treatments for primary and metastatic cancers of the brain and central nervous system, today announced that it has entered into securities purchase agreements with healthcare-focused institutional investors for the purchase and sale of 1,425,000 shares of its common stock in a registered direct offering and warrants to purchase up to 1,425,000 shares of its common stock in a concurrent private placement (together with the registered direct offering, the “Offering”) at a combined purchase price of $1.39 per share. The warrants issued in the concurrent private placement will have an exercise price of $1.26 per share, will be exercisable immediately following the issuance date and will expire 5 years from the initial exercise date.

The Offering is expected to close on or about July 5, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds from the Offering are expected to be approximately $1.98 million, before deducting financial advisory fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The common shares will be issued in a registered direct offering pursuant to an effective registration statement on Form S-3 (File No. 333-279285) previously filed with the U.S. Securities and Exchange Commission (the “SEC”), under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the SEC on May 17, 2024. The warrants will be issued in a concurrent private placement. A prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC and, when filed, will be available on the SEC’s website located at http://www.sec.gov.

The private placement of the common warrants and underlying shares will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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About CNS Pharmaceuticals, Inc.

CNS Pharmaceuticals is a clinical-stage pharmaceutical company developing a pipeline of anticancer drug candidates for the treatment of primary and metastatic brain and central nervous system cancers. The Company’s lead drug candidate, berubicin, is a novel anthracycline and the first anthracycline to cross the blood-brain barrier. Berubicin is currently in development for the treatment of a number of serious brain and central nervous system oncology indications, including glioblastoma multiforme (GBM), an aggressive and incurable form of brain cancer.

For more information, visit www.CNSPharma.com and connect with the company on Twitter, Facebook and LinkedIn.

Forward-Looking Statements

Certain statements contained 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 contained in this press release include, without limitation, the timing of the closing of the Offering and the intended use of proceeds from the Offering. These statements relate to future events, future expectations, plans and prospects. Although CNS believes that the expectations reflected in these forward-looking statements are reasonable as of the date they are made, actual results may differ materially from those expressed or implied by these forward-looking statements. CNS has attempted to identify forward-looking statements by words such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “would,” “will,” “should,” “approximately” or other words that imply 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 in Item 1A. “Risk Factors” in CNS’s most recently filed Form 10-K with the Securities and Exchange Commission (“SEC”) and as updated from time to time in its Form 10-Q and other public filings with the SEC. The forward-looking statements contained in this press release speak only as of the date hereof. CNS undertakes no obligation to update any forward-looking statements contained in this press release to reflect events or circumstances occurring after this press release or to reflect the occurrence of unanticipated events.

CONTACTS:

Investor Relations Contact

JTC Team, LLC
Jenene Thomas
833-475-8247
[email protected]

SOURCE: CNS Pharmaceuticals, Inc.

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