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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 14, 2024

___________________________

 

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.

 

On August 17, 2023, CNS Pharmaceuticals, Inc. (the “Company”) received a letter (the “Letter”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), which notified the Company that it does not presently comply with Nasdaq’s Listing Rule 5550(b) (the “Listing Rule”), which requires that the Company maintain a minimum of $2.5 million in stockholders’ equity, in the event that the Company also does not meet the alternatives of market value of listed securities or net income from continuing operations set forth in the Listing Rule. Based on the Staff’s review and the materials provided to the Staff by the Company, the Staff granted the Company’s request for an extension until February 13, 2024, to comply with this requirement.

 

On February 14, 2024, the Staff notified the Company that it had not complied with the Listing Rule and as such did not meet the terms of the extension. The Staff letter stated that unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company would be subject to delisting. Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. In that regard, the Panel has the discretion to grant the Company an extension not to exceed August 12, 2024. Notwithstanding, there can be no assurance that the Panel will grant the Company a further extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 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: February 21, 2024      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

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Cover
Feb. 14, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 14, 2024
Entity File Number 001-39126
Entity Registrant Name CNS Pharmaceuticals, Inc.
Entity Central Index Key 0001729427
Entity Tax Identification Number 82-2318545
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 2100 West Loop South
Entity Address, Address Line Two Suite 900
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77027
City Area Code (800)
Local Phone Number 946-9185
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.001 per share
Trading Symbol CNSP
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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