Current Report Filing (8-k)
February 18 2022 - 5:05PM
Edgar (US Regulatory)
0001729427
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0001729427
2022-02-18
2022-02-18
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iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 18, 2022
___________________________
CNS Pharmaceuticals, Inc.
(Exact name of registrant as specified in its
charter)
___________________________
Nevada |
001-39126 |
82-2318545 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2100 West Loop South, Suite 900
Houston,
Texas 77027
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (800) 946-9185
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):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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.
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
Trading Symbols(s) |
Name of each exchange on which registered |
Common stock, par value $0.001 per share |
CNSP |
The NASDAQ Stock Market LLC |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On February 18, 2022, CNS Pharmaceuticals, Inc. (the “Company”)
received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”)
notifying the Company that for the last 30 consecutive business days the bid price for the Company’s common stock had closed below
the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)
(the “Bid Price Rule”). The deficiency letter does not result in the immediate delisting of the Company’s common stock
from the Nasdaq Capital Market.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance
Period Rule”), the Company has been provided an initial period of 180 calendar days, or until August 17, 2022 (the “Compliance
Date”), to regain compliance with the Bid Price Rule. If, at any time before the Compliance Date, the bid price for the Company’s
common stock closes at $1.00 or more for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the
Staff will provide written notification to the Company that it complies with the Bid Price Rule, unless the Staff exercises its discretion
to extend this 10 day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
If the Company is not in compliance with the Bid Price Rule by August
17, 2022, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required
to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq
Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent
to cure the minimum bid price deficiency, which may include, if necessary, implementing a reverse stock split.
If the Company does not regain compliance with the Bid Price Rule
by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff will provide written notification
to the Company that its common stock may be delisted. The Company would then be entitled to appeal the Staff’s determination to
a NASDAQ Listing Qualifications Panel and request a hearing. There can be no assurance that, if the Company does appeal the delisting
determination by the Staff to the NASDAQ Listing Qualifications Panel, that such appeal would be successful.
The Company intends to monitor the closing bid price of its common
stock and may, if appropriate, consider available options to regain compliance with the Bid Price Rule, which could include effecting
a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule.
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.
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CNS Pharmaceuticals, Inc. |
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By: |
/s/ Chris Downs |
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Chris Downs |
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Chief Financial Officer |
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Dated: February 18,
2022
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