CNS Pharmaceuticals Announces Pricing of Registered Direct Offering and Concurrent Private Placement
CNS Pharmaceuticals announced a registered direct offering and concurrent private placement, selling 568,000 shares of common stock and issuing warrants for an additional 568,000 shares. The combined purchase price per share and warrant is $2.45, with warrants exercisable at $2.32. The gross proceeds are expected to be around $1.39 million before expenses.
The offering will close around June 27, 2024, pending customary conditions. Net proceeds will go towards working capital and general corporate purposes. The shares will be issued under an effective shelf registration statement filed with the SEC, while the warrants will be issued under an exemption from registration requirements.
- The offering is expected to raise approximately $1.39 million, bolstering the company's working capital and general corporate purposes.
- Shareholder dilution due to the issuance of 568,000 new shares and 568,000 warrants.
- Warrants are immediately exercisable, posing potential future dilution.
Insights
Understanding the Offering: CNS Pharmaceuticals has announced a registered direct offering and concurrent private placement, intending to raise approximately
Use of Funds: The company plans to use the proceeds for working capital and general corporate purposes. This is a broad term that usually covers day-to-day operational expenses, research and development and perhaps other strategic initiatives. Investors should monitor how effectively the company uses these funds to drive growth and profitability.
Implications for Shareholders: While raising capital is often necessary for biopharmaceutical companies, especially those in the development phases of their drugs, the dilution impact should be weighed against potential long-term benefits. Improved liquidity might offer the company a better runway to achieve its milestones, potentially increasing its long-term value.
Regulatory Compliance: The registered direct offering is being conducted under an effective shelf registration statement on Form S-3, which suggests that CNS Pharmaceuticals has met the regulatory requirements to offer these securities. The concurrent private placement involves securities issued under an exemption from registration, under Section 4(a)(2) and Regulation D, meaning the company is leveraging legal frameworks to streamline the process while maintaining compliance.
Investor Protections: The registration with the SEC adds a layer of protection for investors, ensuring transparency and adherence to regulatory standards. However, investors should be aware of the risks associated with the private placement securities, which may have restrictions on resale and lack the same level of regulatory scrutiny as publicly offered securities.
Legal Considerations: Given the complex legal landscape of securities offerings, it's important for investors to understand the associated risks and consult with legal advisors if necessary. The outlined measures, such as the effective registration statement, highlight the company's commitment to regulatory compliance, which can be seen as a positive signal to investors.
HOUSTON, TX / ACCESSWIRE / June 26, 2024 / 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 it has entered into securities purchase agreements with health-care focused institutional investors for the purchase and sale of 568,000 shares of common stock in a registered direct offering and warrants to purchase up to 568,000 shares of common stock in a concurrent private placement (together with the registered direct offering, the "Offering") at a combined purchase price of
The closing of the Offering is expected to occur on or about June 27, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds from the Offering are expected to be approximately
The common stock will be issued in a registered direct offering pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279285) previously filed with the U.S. Securities and Exchange Commission (the "SEC"), under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective by the SEC on May 17, 2024. The warrants will be issued in a concurrent private placement. A prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC and once filed, will be available on the SEC's website located at http://www.sec.gov.
The private placement of the ordinary warrants and the underlying shares will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Accordingly, the securities issued in the concurrent private placement 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.
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 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 lead drug candidate, Berubicin, is a novel anthracycline and the first anthracycline to appear to cross the blood-brain barrier. Berubicin is currently in development for the treatment of a number of serious brain and CNS oncology indications including glioblastoma multiforme (GBM), an aggressive and incurable form of brain cancer.
For more information, please visit www.CNSPharma.com, and connect with the Company on Twitter, 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 for closing of the Offering and the expected 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 those discussed under Item 1A. "Risk Factors" in CNS's most recently filed Form 10-K filed with the Securities and Exchange Commission ("SEC") and updated from time to time in its Form 10-Q filings 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.
CONTACTS:
Investor Relations Contact
JTC Team, LLC
Jenene Thomas
833-475-8247
CNSP@jtcir.com
SOURCE: CNS Pharmaceuticals, Inc.
View the original press release on accesswire.com
FAQ
What is the CNS Pharmaceuticals registered direct offering?
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