Item 1.01. Entry into a Material Definitive Agreement.
On January 10, 2020, CNS Pharmaceuticals, Inc. ("Company") entered into a Patent
and Technology License Agreement ("Agreement") with The Board of Regents of The
University of Texas System ("System"), an agency of the State of Texas, on
behalf of The University of Texas M. D. Anderson Cancer Center ("UTMDACC").
Pursuant to the Agreement, the Company obtained a royalty-bearing, worldwide,
exclusive license to certain intellectual property rights, including patent
rights, related to the Company's recently announced WP1244 drug technology. In
consideration, the Company must make payments to UTMDACC including an up-front
license fee, annual maintenance fee, milestone payments and royalty payments
(including minimum annual royalties) for sales of licensed products developed
under the Agreement. The term of the Agreement expires on the last to occur of:
(a) the expiration of all patents subject to the Agreement, or (b) fifteen years
after execution; provided that UTMDACC has the right to terminate this Agreement
in the event that the Company fails to meet certain commercial diligence
milestones.
Item 7.01. Regulation FD Disclosure.
On January 13, 2020, the Company issued a press release announcing the execution
of the Agreement, which is attached hereto as Exhibit 99.1.
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. Exhibit Description
99.1 Press release dated January 13, 2020
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