CNS Pharmaceuticals Announces Pricing of $5 Million Public Offering Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

CNS Pharmaceuticals (NASDAQ:CNSP) has announced the pricing of a $5 million public offering with a single healthcare-focused institutional investor. The offering includes 3,952,570 shares of common stock priced at $1.265 per share. Additionally, the company will issue Series F Warrants to purchase up to 3,952,570 shares with an exercise price of $1.14 per share, exercisable immediately and expiring in five years.

The offering is expected to close around May 14, 2025. A.G.P./Alliance Global Partners is serving as the sole placement agent. The company plans to use the net proceeds for working capital and general corporate purposes. The offering is made pursuant to an effective registration statement on Form S-1.

Positive

• Secured $5 million in additional funding through public offering
• Investment from healthcare-focused institutional investor shows sector confidence
• Warrants provide potential for additional future capital with $1.14 exercise price

Negative

• Offering will cause immediate dilution for existing shareholders
• Additional potential dilution if warrants are exercised
• At-the-market pricing indicates limited pricing power in capital raising

Insights

Financial Analyst

CNS Pharmaceuticals raised $5M through stock offering, diluting shareholders while securing essential operating capital.

CNS Pharmaceuticals has announced a $5 million public offering priced at-the-market, selling 3,952,570 shares at $1.265 per share to a single healthcare-focused institutional investor. The deal includes equivalent Series F warrants with a $1.14 exercise price, valid for five years. This financing transaction is significant for several reasons:

First, this capital raise provides crucial working capital for CNS, a clinical-stage biopharmaceutical company developing treatments for brain and central nervous system cancers. The company explicitly states the proceeds will be used for "working capital and general corporate purposes," suggesting they needed to strengthen their balance sheet to continue operations.

Second, the at-the-market pricing ($1.265 per share) indicates the offering was priced at current market levels without a significant discount, which is relatively positive considering many smaller biotech companies often must accept steeper discounts to attract investors.

Third, the inclusion of warrant coverage (one warrant per share purchased) represents additional potential dilution if exercised, though the $1.14 exercise price provides some potential future upside if exercised. These warrants create an overhang that could pressure the stock in the near term.

Fourth, the fact that a single healthcare-focused institutional investor purchased the entire offering might signal some confidence in CNS's prospects, though it also concentrates ownership significantly.

Finally, this transaction likely indicates CNS needed capital to continue its clinical development programs, which is common for developmental biotech companies with limited revenue. Investors should view this as necessary dilution to fund ongoing operations and clinical trials rather than an opportunistic capital raise.

HOUSTON, TX / ACCESS Newswire / May 13, 2025 / CNS Pharmaceuticals, Inc. (NASDAQ:CNSP) ("CNS" or the "Company"), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced the pricing of its "reasonable best efforts" public offering with a single healthcare focused institutional investor for the purchase and sale of 3,952,570 shares of common stock of the Company (the "Common Stock) (or common stock equivalents in lieu thereof), at a purchase price of $1.265 per share of Common Stock. The Company further agreed to issue to the investors Series F Common Stock purchase warrants to purchase up to 3,952,570 shares of Common Stock (the "Series F Warrants"). The Series F Warrants will have an exercise price of $1.14 per share, will be exercisable immediately following the date of their issuance and will expire in five years.

The closing of the offering is expected to occur on or about May 14, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately $5 million, before deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds of this offering for working capital and general corporate purposes.

A.G.P./Alliance Global Partners is acting as sole placement agent in connection with the offering.

The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-286529) previously filed with the Securities and Exchange Commission ("SEC") which became effective on May 13, 2025. 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 e-mail at prospectus@allianceg.com.

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.

About CNS Pharmaceuticals, Inc.

CNS Pharmaceuticals is 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 drug candidate TPI 287 is an abeotaxane, which stabilizes microtubules and inhibits cell division, causing apoptosis and cell death. The initial clinical efficacy data suggest TPI 287 has the potential to cross the blood-brain barrier and treat CNS tumors. TPI 287 also has been tested in over 350 patients in clinical trials as a monotherapy and in combination with bevacizumab for the treatment of a range of diseases or conditions, including recurrent glioblastoma, recurrent neuroblastoma and medulloblastoma, advanced malignancies, progressive neoplastic disease, advanced unresectable pancreatic cancer, metastatic melanoma, and breast cancer metastatic to the brain. To date TPI 287 appears have both an excellent safety profile and high tolerability among patients.

For more information, please visit www.CNSPharma.com, and connect with the Company on X, 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, the timing of the closing, the satisfaction of the customary closing conditions related to the offering and the intended use of proceeds from the offering. 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 the heading "Risk Factors" in the Company's Registration Statement on Form S-1, as amended, filed with the SEC 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.

CONTACTS:

Investor Relations Contact

JTC Team, LLC
Jenene Thomas
908.824.0775
CNSP@jtcir.com

SOURCE: CNS Pharmaceuticals, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the size and price of CNSP's May 2025 public offering?

CNS Pharmaceuticals' public offering consists of 3,952,570 shares priced at $1.265 per share, totaling approximately $5 million in gross proceeds.

How will CNS Pharmaceuticals use the proceeds from its $5M offering?

The company intends to use the net proceeds from the offering for working capital and general corporate purposes.

What are the terms of CNSP's Series F Warrants in the May 2025 offering?

The Series F Warrants allow purchase of up to 3,952,570 shares at $1.14 per share, are exercisable immediately, and expire in five years.

Who is the placement agent for CNSP's May 2025 public offering?

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

When will CNSP's May 2025 public offering close?

The offering is expected to close on or about May 14, 2025, subject to customary closing conditions.