CNS PHARMACEUTICALS, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 5, 2022, CNS Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with several institutional investors for the sale by the Company of (i) 9,489,474 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 2,615,790 shares of Common Stock and (iii) warrants to purchase up to an aggregate of 12,105,264 shares of Common Stock (the "Common Warrants" and, collectively with the Pre-Funded Warrants, the "Warrants"), in a private placement offering. The combined purchase price of one share of Common Stock (or one Pre-Funded Warrant) and accompanying Common Warrant is $0.95.

Subject to certain ownership limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). Each Common Warrant is exercisable into one share of Common Stock at a price per share of $0.82 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the date of issuance.

The closing of the sales of these securities under the Purchase Agreement is expected to occur on or about January 10, 2022, subject to the satisfaction of customary closing conditions.

The gross proceeds to the Company from the private placement are expected to be approximately $11.5 million, before deducting the placement agent's fees and other offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants. The Company intends to use the net proceeds from this offering to fund its clinical trials and preclinical programs, for other research and development activities and for general corporate purposes.

In connection with the Purchase Agreement, the Company entered in a Registration Rights Agreement and agreed to file by January 20, 2022 a resale registration statement (the "Resale Registration Statement") with the Securities and Exchange Commission (the "Commission") covering all shares of Common Stock sold to investors and the shares of Common Stock issuable upon exercise of the Warrants, and to cause the Resale Registration Statement to become effective by March 21, 2022, assuming "full review" of the Resale Registration Statement by the Commission.

The Shares, the Warrants, and the shares issuable upon exercise of the Warrants are being sold and issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants: (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Pursuant to an engagement letter dated as of January 5, 2022, between the Company and H.C. Wainwright & Co., LLC ("Wainwright") (the "Engagement Letter"), the Company has agreed to pay Wainwright an aggregate fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transaction. Pursuant to the Engagement Letter, the Company will also issue to Wainwright or its designees warrants to purchase up to 5.0% of the aggregate number of shares of Common Stock sold in the transactions (the "Placement Agent Warrants"), or 605,263 Placement Agent Warrants. The Placement Agent Warrants have substantially the same terms as the Common Warrants, except that the Placement Agent Warrants have an exercise price equal to 125% of the offering price, or $1.1875 per share, subject to adjustments. The Placement Agent Warrants and the shares issuable upon exercise of the Placement Agent Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws. The Company will also pay Wainwright $50,000 for non-accountable expenses and $10,000 for legal fees and expenses.

The forms of the Purchase Agreement, Registration Rights Agreement, the Warrant, and the Pre-Funded Warrant are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and the Engagement Letter is filed as Exhibit 10.3, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

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Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 related to the Shares, Warrants and Placement Agent Warrants and the shares of Common Stock issuable thereunder is hereby incorporated by reference into this Item 3.02.

 Item 8.01. Other Events.

On January 6, 2022, the Company issued a press release regarding the transactions described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

 (d) Exhibits

Exhibit No. Exhibit Description

  4.1           Form of Warrant  .
  4.2           Form of Pre-Funded Warrant
  10.1          Form of Securities Purchase Agreement
  10.2          Form of Registration Rights Agreement
  10.3          Engagement Letter between CNS Pharmaceuticals Inc. and H.C.
              Wainwright & Co., LLC, dated as of January 5, 2022
  99.1          Press release dated January 5, 2022
  104         Cover Page Interactive Data File (embedded within the Inline XBRL
              document).








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