CNS Pharmaceuticals Announces Reverse Stock Split

Rhea-AI Summary

CNS Pharmaceuticals (NASDAQ:CNSP) has announced a 1-for-50 reverse stock split effective February 21, 2025. The company's stock will continue trading on Nasdaq under the same symbol 'CNSP' but with a new CUSIP number: 18978H409.

The reverse split is primarily aimed at increasing the per-share trading price and achieving compliance with Nasdaq's minimum share price requirements. For every 50 shares currently held, stockholders will receive one share. The company will make cash payments in lieu of fractional shares.

All outstanding warrants and equity-based awards will be proportionally adjusted by dividing underlying shares by 50 and multiplying exercise/conversion prices by 50. The par value remains at $0.001 per share, and the authorized share count stays at 300 million shares.

Positive

• Potential compliance with Nasdaq listing requirements
• Maintenance of Nasdaq listing status

Negative

• Significant share consolidation (1:50 ratio) indicating severe price decline
• Cash expenditure required for fractional share settlements
• Possible indication of financial distress

Insights

Financial Markets Analyst

This 1-for-50 reverse stock split represents a significant defensive move by CNS Pharmaceuticals, primarily driven by the need to maintain Nasdaq listing compliance. The substantial ratio of 50:1 is particularly noteworthy, as it signals severe downward pressure on the stock price that has necessitated such an aggressive consolidation.

The mechanics of this corporate action warrant careful analysis. While the split mathematically adjusts share price and quantity without changing the company's market capitalization, several critical implications emerge:

• The decision to maintain 300 million authorized shares post-split is a red flag, as it preserves significant potential for future dilution. This could be interpreted as preparation for additional capital raises, which often follow reverse splits.
• The handling of fractional shares through cash payments, while standard practice, may force small retail investors out of their positions, potentially reducing the retail shareholder base.
• The proportional adjustment of warrants and equity awards maintains their economic value but at significantly higher strike prices, which could affect their exercisability and trading dynamics.

Historical data on reverse splits presents a cautionary tale: approximately 80% of companies executing reverse splits continue to see share price declines within the first year. This pattern often reflects underlying fundamental issues that aren't addressed by the cosmetic change in share structure.

The timing of this action, coming amid broader market volatility, suggests urgency in meeting Nasdaq's minimum bid requirement of $1.00 per share. However, maintaining this threshold post-split will require sustained market confidence, which can be challenging given the typical negative sentiment surrounding reverse splits.

Market participants should note that while reverse splits can temporarily address listing compliance issues, they often precede further capital market activities. The maintenance of such a large authorized share count relative to outstanding shares post-split creates significant overhead supply potential, which could impact price stability and future capital raising efforts.

HOUSTON, TX / ACCESS Newswire / February 19, 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 a 1-for-50 reverse split of its common stock. Beginning on February 21, 2025, the Company's common stock will continue to trade on The Nasdaq Capital Market ("Nasdaq") on a split adjusted basis under the trading symbol "CNSP", but will trade under the following new CUSIP number: 18978H409. The reverse stock split is primarily intended to increase the Company's per share trading price and bring the Company into compliance with the Nasdaq's listing requirement regarding minimum share price.

As a result of the reverse stock split, every 50 shares of common stock issued and outstanding as of the effective date will be automatically combined into one share of common stock. Outstanding warrants, equity-based awards and other outstanding equity rights will be proportionately adjusted by dividing the shares of common stock underlying the securities by 50 and multiplying the exercise/conversion price, as the case may be, by 50. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of a fractional share. The par value of the common stock will remain unchanged at $0.001 per share after the reverse split, and the number of authorized shares of common stock will remain at 300 million shares. The reverse split affects all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse split results in some stockholders owning a fractional share as described above.

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 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.

The Company's second drug candidate, TPI 287, is an abeotaxane which stabilizes microtubules and inhibits cell division, causing apoptosis and cell death. Similar to Berubicin, TPI 287 has shown the potential to cross the blood-brain barrier and treat CNS tumors. TPI 287 has been well tolerated in over 350 patients to date, including in clinical trials as a monotherapy and in combination with bevacizumab for the treatment of recurrent glioblastoma, neuroblastoma and medulloblastoma, as well as refractory prostate cancer and melanoma, and in tauopathy disease, which can result in dementia.

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 and completion of the reverse split. 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
908.824.0775
CNSP@jtcir.com

SOURCE: CNS Pharmaceuticals, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the ratio of CNS Pharmaceuticals (CNSP) reverse stock split announced in February 2025?

CNS Pharmaceuticals announced a 1-for-50 reverse stock split, effective February 21, 2025.

Why is CNSP implementing a reverse stock split in 2025?

CNSP is implementing the reverse split primarily to increase its per share trading price and achieve compliance with Nasdaq's minimum share price listing requirements.

What happens to CNSP shareholders who own less than 50 shares after the reverse split?

Shareholders who would receive fractional shares due to the reverse split will receive cash payments instead of partial shares.

How will CNSP's reverse split affect existing warrants and equity-based awards?

Outstanding warrants and equity-based awards will be adjusted by dividing the underlying shares by 50 and multiplying the exercise/conversion prices by 50.

Will CNSP's authorized share count change after the reverse split?

No, CNSP's authorized share count will remain at 300 million shares after the reverse split.