CNS Pharmaceuticals (CNSP) Prices 13.33M Share Offering at $0.30/sh

CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) today announced the pricing of its "reasonable best efforts" public offering with participation from healthcare-focused institutional investors and certain officers and directors of the Company for the purchase and sale of 13,333,334 shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $0.30 per share. The Company further agreed to issue to the investors Series A Warrants to purchase up to 13,333,334 shares of common stock and Series B Warrants to purchase up to 13,333,334 shares of common stock. The Series A and Series B Warrants will have an exercise price of $0.30 per share, will be exercisable immediately following the date of issuance and will expire in five years and eighteen months, respectively.

The closing of the offering is expected to occur on or about February 1, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds of this offering for the Company's CNS-201 trial, for other research and development and for working capital purposes.

A.G.P./Alliance Global Partners is acting as the lead placement agent and Maxim Group LLC is acting as the co-placement agent in connection with the offering.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-275973) previously filed with the Securities and Exchange Commission ("SEC") which became effective on January 29, 2024. The offering is being made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. An electronic copy of the final prospectus will be filed with the SEC and may be obtained, when available, on the SEC's website located at http://www.sec.gov and may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected].

The Company has also agreed that certain existing warrants to purchase up to an aggregate of 3,756,000 shares at an exercise price of $1.28 per share and a termination date of October 16, 2028, will be amended, subject to shareholder approval, so that the amended warrants will have a reduced exercise price of $0.30 per share and a new termination date of February 1, 2029. If shareholder approval is not received, such existing warrants will have an exercise price equal to the Nasdaq minimum price on the six-month anniversary of the closing of this offering and a new termination date of February 1, 2029. The other terms of such warrants will remain unchanged.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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.

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