CNSP · CNS Pharmaceuticals, Inc.

CNS Pharmaceuticals announced a significant private placement financing through a Securities Purchase Agreement dated May 4, 2026, with institutional investors, involving the sale of 650,000 shares of common stock at $2.30 per share and pre-funded warrants to purchase 9,143,479 shares at $2.299 per warrant, generating approximately $22.5 million in gross proceeds before placement agent fees and expenses. The pre-funded warrants are immediately exercisable at a nominal $0.001 per share, subject to beneficial ownership limitations of 4.99% or 9.99%, providing investors with substantial potential equity upside while protecting against excessive concentration. Closing is anticipated on May 5, 2026, with proceeds earmarked for acquiring and advancing new assets alongside working capital needs, signaling a strategic pivot toward pipeline expansion in this clinical-stage biotech. Accompanying agreements include a Registration Rights Agreement mandating a resale registration statement filing within 15 days post-closing and SEC effectiveness targeted within 60 days (or 90 for full review), alongside strict covenants: a 120-day lock-up on new equity issuances from registration effectiveness and a one-year ban on variable rate transactions, with limited exceptions for at-the-market sales after 120 days. A.G.P./Alliance Global Partners serves as placement agent, earning a 7% cash fee plus up to $90,000 in reimbursable expenses. Concurrently, the board underwent changes with Jerzy Gumulka's resignation effective May 4, 2026—explicitly without disagreements—and the appointment of Michal Fisher, a seasoned life sciences executive with deep expertise in business development, capital raising, and biotech partnerships, enhancing strategic capabilities under standard non-employee director compensation.