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
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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 |
| Item 3.03. | Material Modifications of Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the CNS Pharmaceuticals, Inc. (the “Company”) annual meeting of stockholders held on April 30, 2024, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.
Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-fifty (1:50) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Nevada and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 4:01 p.m. Eastern Time on June 4, 2024 (the “Effective Time”). The Amendment provides that, at the Effective Time, every fifty shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.001.
As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 16.25 million shares as of June 4, 2024 to approximately 325 thousand shares, and the number of authorized shares of common stock will remain at 300 million shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock unit awards and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will be entitled to the rounding up of the fractional share to the nearest whole number. The Reverse Stock Split became effective at 4:01 p.m., Eastern Time, on June 4, 2024, and the Company’s common stock is expected to begin trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on June 5, 2024. The trading symbol for the common stock will remain “CNSP.” The Company’s post-Reverse Stock Split common stock has a new CUSIP number (CUSIP No. 18978H300), but the par value and other terms of the common stock are not affected by the Reverse Stock Split.
The summary of the of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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| Item 8.01. | Other Events. |
On June 3, 2024, the Company issued a press release to announce that today it filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada to effect a 1-for-50 reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
The table below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share – basic and diluted; weighted average common shares outstanding – basic and diluted; and shares issued and outstanding, for the years ended December 31, 2023 and 2022; the three months ended March 31, 2024 and 2023:
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 12 Months Ended | 12 Months Ended | |||||||||||||||
| Dec 31, 2023 | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2022 | |||||||||||||
| Net Loss | $ | (18,851,226 | ) | $ | (15,274,134 | ) | $ | (18,851,226 | ) | $ | (15,274,134 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 3,767,372 | 1,361,737 | 75,348 | 27,235 | ||||||||||||
| Diluted | 3,767,372 | 1,361,737 | 75,348 | 27,235 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (5.00 | ) | $ | (11.22 | ) | $ | (250.19 | ) | $ | (560.83 | ) | ||||
| Diluted | $ | (5.00 | ) | $ | (11.22 | ) | $ | (250.19 | ) | $ | (560.83 | ) | ||||
| PRE-SPLIT | POST-SPLIT | |||||||||||||||
| 3 Months Ended | 3 Months Ended | |||||||||||||||
| Mar 31, 2024 | Mar 31, 2023 | Mar 31, 2024 | Mar 31, 2023 | |||||||||||||
| Net Loss | $ | (3,544,748 | ) | $ | (4,931,947 | ) | $ | (3,544,748 | ) | $ | (4,931,947 | ) | ||||
| Shares Outstanding | ||||||||||||||||
| Basic | 8,712,680 | 1,906,494 | 174,254 | 38,130 | ||||||||||||
| Diluted | 8,712,680 | 1,906,494 | 174,254 | 38,130 | ||||||||||||
| Loss per Share | ||||||||||||||||
| Basic | $ | (0.41 | ) | $ | (2.59 | ) | $ | (20.34 | ) | $ | (129.35 | ) | ||||
| Diluted | $ | (0.41 | ) | $ | (2.59 | ) | $ | (20.34 | ) | $ | (129.35 | ) | ||||
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Articles of Incorporation of CNS Pharmaceuticals, Inc., filed with the Secretary of State of the State of Nevada. | |
| 99.1 | Press Release dated June 3, 2024 | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
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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. |
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| By: | /s/ Chris Downs | ||
| Chris Downs | |||
| Chief Financial Officer | |||
| Dated: June 5, 2024 | |||
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