HOUSTON, Jan. 6, 2022 /PRNewswire/ -- CNS
Pharmaceuticals, Inc. (NASDAQ: CNSP) ("CNS" or the "Company"), a
biopharmaceutical company specializing in the development of novel
treatments for primary and metastatic cancers of the brain and
central nervous system (CNS), announced today that it has entered
into securities purchase agreements with several institutional and
accredited investors to issue, in a private placement priced
at-the-market under Nasdaq rules, 12,105,264 shares of common stock
(or pre-funded warrants in lieu thereof) and warrants to purchase
up to an aggregate of 12,105,264 shares of common stock, at a
purchase price of $0.95 per share of
common stock (or pre-funded warrant) and associated warrant, for
expected gross proceeds to CNS of approximately $11.5 million, before deducting placement agent
fees and other offering expenses payable by the Company. The
warrants will have an exercise price of $0.82 per share of common stock, will be
exercisable immediately upon issuance for a period of five years
from the date of issuance.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the private placement.
The closing of the private placement is expected to occur on or
about January 10, 2022, subject to
the satisfaction of customary closing conditions. The Company
intends to use the net proceeds from the private placement to fund
its clinical trials and preclinical programs, for other research
and development activities and for general corporate purposes.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and the securities
have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or applicable state securities
laws. Accordingly, the securities may not be offered or sold in
the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Securities Act and such
applicable state securities laws. Under an agreement with the
investors, the Company agreed to file an initial registration
statement with the Securities and Exchange Commission (the "SEC")
covering the resale of the shares of common stock to be issued to
the investors (including the shares of common stock issuable upon
the exercise of the warrants) no later than 15 days and to use
commercially reasonable efforts to have the registration statement
declared effective as promptly as practical thereafter, and in any
event no later than 75 days in the event of a "full review" by the
SEC.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, 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.
Additionally, the Company is advancing the development of its
WP1244 drug technology, which utilizes anthracycline and
distamycin-based scaffolds to create small molecule agents and is
believed to be 500x more potent than daunorubicin in inhibiting
tumor cell proliferation. Preclinical studies of WP1244
demonstrated high uptake in the brain with antitumor activity. CNS
Pharmaceuticals is evaluating the use of WP1244 in the treatment of
brain cancers, pancreatic, ovarian, and lymphomas.
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 in this press
release include, without limitation, statements related to the
completion of the private placement, the satisfaction of customary
closing conditions related to the private placement and the
intended use of net proceeds from the private placement. 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 Item 1A. "Risk Factors" in
CNS's most recently filed Form 10-K filed with the Securities and
Exchange Commission ("SEC") and updated from time to time in its
Form 10-Q filings 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.
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SOURCE CNS Pharmaceuticals, Inc.