CNS Pharmaceuticals Announces Pricing of $4.0 Million Public Offering

HOUSTON, TX / ACCESSWIRE / January 29, 2024 / 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 the pricing of its "reasonable best efforts" public offering with participation from healthcare-focused institutional investors and certain officers and directors of the Company for the purchase and sale of 13,333,334 shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $0.30 per share. The Company further agreed to issue to the investors Series A Warrants to purchase up to 13,333,334 shares of common stock and Series B Warrants to purchase up to 13,333,334 shares of common stock. The Series A and Series B Warrants will have an exercise price of $0.30 per share, will be exercisable immediately following the date of issuance and will expire in five years and eighteen months, respectively.

The closing of the offering is expected to occur on or about February 1, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds of this offering for the Company's CNS-201 trial, for other research and development and for working capital purposes.

A.G.P./Alliance Global Partners is acting as the lead placement agent and Maxim Group LLC is acting as the co-placement agent in connection with the offering.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-275973) previously filed with the Securities and Exchange Commission ("SEC") which became effective on January 29, 2024. The offering is being made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. An electronic copy of the final prospectus will be filed with the SEC and may be obtained, when available, on the SEC's website located at http://www.sec.gov and may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

The Company has also agreed that certain existing warrants to purchase up to an aggregate of 3,756,000 shares at an exercise price of $1.28 per share and a termination date of October 16, 2028, will be amended, subject to shareholder approval, so that the amended warrants will have a reduced exercise price of $0.30 per share and a new termination date of February 1, 2029. If shareholder approval is not received, such existing warrants will have an exercise price equal to the Nasdaq minimum price on the six-month anniversary of the closing of this offering and a new termination date of February 1, 2029. The other terms of such warrants will remain unchanged.

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 the registration or qualification under the securities laws of any such state or other jurisdiction.

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.

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. Forward-looking statements include, without limitation, the satisfaction of the customary closing conditions related to 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 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 market and other conditions and those discussed under the heading "Risk Factors" in the Company's Registration Statement on Form S-1, as amended, filed with the SEC 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, except as required by law.

CONTACTS:
Investor Relations Contact
JTC Team, LLC
Jenene Thomas
833-475-8247
CNSP@jtcir.com

SOURCE: CNS Pharmaceuticals, Inc.

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