aibioCNS Pharmaceuticals agrees to about $22.5 million private placement with pre-funded warrants
Tickers CNSP
CNS Pharmaceuticals priced a private placement of common stock at $2.30 per share and pre-funded warrants at $2.299, for approximately $22.5 million gross. Most of the shares are pre-funded warrants for 9,143,479 shares. Closing is expected May 5, 2026. A director resigned and a new one was named.
Key facts
- Company
- CNS Pharmaceuticals, Inc. (NASDAQ: CNSP)
- News type
- Financings
- Primary source
- CNS Pharmaceuticals, Inc. Form 8-K filed May 4, 2026 (SEC EDGAR)
CNS Pharmaceuticals, Inc. agreed on May 4, 2026 to sell common stock and pre-funded warrants to institutional investors in a private placement with expected gross proceeds of approximately $22.5 million before fees and expenses. The company said in a Form 8-K that closing is expected on May 5, 2026, subject to customary conditions. The same day, director Jerzy (George) Gumulka resigned from the board, and the board agreed to appoint Michal Fisher as an independent director.
Banks and advisers
A.G.P./Alliance Global Partners acted as placement agent under a placement agency agreement dated May 4, 2026. The 8-K says CNS will pay it a cash fee of 7.0% of the gross proceeds, and reimburse up to $75,000 of its fees and expenses and up to $15,000 of non-accountable expenses. The Securities Purchase Agreement names ArentFox Schiff LLP as company counsel. The filings do not name the investors or the placement agent's counsel.
The terms
Under the Securities Purchase Agreement, the investors bought 650,000 shares of common stock at $2.30 per share. They also bought pre-funded warrants for 9,143,479 shares of common stock at $2.299 per warrant. Most of the shares in the deal are therefore in warrants, not common stock. A pre-funded warrant is largely paid for up front, and these are exercisable immediately at $0.001 per share, subject to ownership limits. A holder may not exercise a warrant if that would take the holder and its affiliates above 4.99% of the common stock outstanding, or 9.99% where the holder has elected that higher limit.
The company says it intends to use the net proceeds to identify, acquire and advance new assets, and for working capital and general corporate purposes. The securities were offered under Section 4(a)(2) of the Securities Act of 1933 and Regulation D and are not registered.
Resale registration and lock-up
Under a registration rights agreement, CNS must file a registration statement for resale of the common stock and of the shares underlying the pre-funded warrants within 15 days after closing. It must use its best efforts to have the SEC declare it effective within 60 days after filing, or within 90 days if the SEC reviews it.
With limited exceptions, the company agreed not to sell equity or equity-linked securities for 120 days after the registration statement is effective. It also agreed not to issue securities in a Variable Rate Transaction, as defined in the agreement, until one year after closing. After the 120 days, the company may sell shares under its existing at-the-market offering agreement.
The board change
The 8-K says Gumulka's resignation did not result from any disagreement with the company on its operations, policies or practices.
The filing describes Fisher as a senior life sciences executive with over 15 years of experience in business development. She is Chief Business Officer at BioGenCell, which is developing an autologous cell therapy for no-option Critical Limb-Threatening Ischemia, and from 2020 to 2025 she was Head of Corporate Development at LifeSci Partners. The filing says no arrangement led to her selection and she has no family relationship with any director or officer.
Company background
CNS is a Nevada corporation headquartered in Houston, Texas. The 8-K is signed by Rami Levin as Chief Executive Officer and President. The 8-K itself gives no cash balance, but the 10-K filed on March 31, 2026 reports a net loss of $15.9 million for 2025, against $14.9 million for 2024. Cash used in operations was $13.8 million in 2025 and $17.1 million in 2024, and research and development expense was $9.8 million in 2025.
A new direction
On March 11, 2026 the company announced it was pivoting from its historical focus on glioblastoma multiforme. Its earlier programs, TPI 287 and Berubicin, were designed to target cancers of the central nervous system. It now intends to explore out-licensing them and to acquire or in-license other preclinical and clinical-stage assets in neurology and oncology.
What comes next
The resale registration must be filed within 15 days after closing. The 120-day restriction on new equity sales runs from the effective date of that registration, and the at-the-market agreement becomes usable after it ends.