On January 6, 2022 CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) ("CNS" or the "Company"), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers of the brain and central nervous system (CNS), reported that it has entered into securities purchase agreements with several institutional and accredited investors to issue, in a private placement priced at-the-market under Nasdaq rules, 12,105,264 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 12,105,264 shares of common stock, at a purchase price of $0.95 per share of common stock (or pre-funded warrant) and associated warrant, for expected gross proceeds to CNS of approximately $11.5 million, before deducting placement agent fees and other offering expenses payable by the Company (Press release, CNS Pharmaceuticals, JAN 6, 2022, View Source [SID1234598330]). The warrants will have an exercise price of $0.82 per share of common stock, will be exercisable immediately upon issuance for a period of five years from the date of issuance.

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H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.

The closing of the private placement is expected to occur on or about January 10, 2022, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the private placement to fund its clinical trials and preclinical programs, for other research and development activities and for general corporate purposes.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investors, the Company agreed to file an initial registration statement with the Securities and Exchange Commission (the "SEC") covering the resale of the shares of common stock to be issued to the investors (including the shares of common stock issuable upon the exercise of the warrants) no later than 15 days and to use commercially reasonable efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 75 days in the event of a "full review" by the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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.