CNS Pharmaceuticals Announces Pricing of Direct and Private Offerings

CNS Pharmaceuticals, Inc., a Houston-based biopharmaceutical company focused on developing innovative treatments for brain and central nervous system cancers, has announced new securities purchase agreements with institutional investors specializing in health care. This agreement involves the purchase and sale of 366,000 shares of common stock or common stock equivalents, along with warrants, in a combined registered direct offering and concurrent private placement.

The combined purchase price for these securities is set at $3.75 per share. The warrants associated with the private placement come with an exercise price of $3.62 per share. These warrants will be immediately exercisable upon issuance and will remain valid for five years from that date.

The closing of this offering is projected to take place around June 17, 2024, provided that typical closing conditions are met. CNS Pharmaceuticals anticipates gross proceeds of approximately $1.37 million from this offering before accounting for financial advisory fees and other expenses related to the offering. The net proceeds are slated for use in working capital and general corporate purposes.

The common stock and its equivalents are being issued through a registered direct offering under a previously filed and effective shelf registration statement on Form S-3. This was filed with the U.S. Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended, and was declared effective on May 17, 2024. The warrants will be issued as part of a concurrent private placement. Details about the terms of the registered direct offering will be provided in a prospectus supplement filed with the SEC.

The private placement of the warrants and underlying shares relies on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D. Consequently, these securities cannot be offered or sold in the United States unless they comply with an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and relevant state securities laws.

This announcement is not intended as an offer to sell or as a solicitation to buy any of the mentioned securities. Additionally, there will be no sale of these securities in any jurisdiction where such an offer, solicitation, or sale would be illegal prior to registration or qualification under the securities laws of that jurisdiction.

CNS Pharmaceuticals, Inc. is a clinical-stage company that develops a range of anti-cancer drug candidates aimed at treating primary and metastatic cancers of the brain and central nervous system. The company's foremost drug candidate is Berubicin, a novel anthracycline and the first of its kind shown to cross the blood-brain barrier. Berubicin is currently being developed to treat several severe brain and CNS oncology indications, including glioblastoma multiforme (GBM), a highly aggressive and currently incurable form of brain cancer.