UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
___________________________
(Exact name of registrant as specified in its charter)
___________________________
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
___________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 3, 2023, the Board of Directors of CNS Pharmaceuticals, Inc. (the “Company”) appointed Bettina M. Cockroft, M.D., M.B.A as an independent member of the Company’s Board of Directors effective on such date. Dr. Cockroft has not been appointed to any Board committees at this time. Dr. Cockroft will participate in the Company’s standard compensation program for non-employee directors, which was filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2022 and is incorporated herein by reference. In addition, on May 5, 2023, Dr. Cockroft was granted a ten-year option to purchase 8,300 shares of Company common stock at an exercise price of $1.67 which will vest ratably in 36 equal monthly installments beginning one month from the grant date.
| Item 7.01 | Regulation FD Disclosure. |
On May 8, 2023, the Company issued a press release announcing the appointment of Dr. Cockroft to the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
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. | Description |
| 99.1 | Press Release dated May 8, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CNS Pharmaceuticals, Inc. | |||
| By: | /s/ Chris Downs | ||
| Chris Downs | |||
| Chief Financial Officer | |||
| Dated: May 8, 2023 | |||
| 3 |