CNS Pharmaceuticals Inc (CNSP)

[StockLogistics]

“Up to 1,349,206 Shares of Common Stock and Accompanying Common Warrants to Purchase up to ?????????????Shares of Common Stock
Pre-Funded Warrants to Purchase Up to 1,349,206 Shares of Common Stock
Shares of Common Stock underlying the Prefunded Warrants and Common Warrants

Placement Agent Warrants to Purchase Up to 67,460 Shares of Common Stock

CNS Pharmaceuticals, Inc.

We are offering 1,349,206 shares of common stock, together with warrants to purchase 1,349,206 shares of common stock, which we refer to as “common warrants,” at an assumed combined public offering price of $6.30 per share and common warrant, which is equal to the last reported sale price per share of our common stock on The Nasdaq Capital Market, on November 25, 2022, adjusted to reflect the 1-for-30 reverse split we will effect at 4:01pm Eastern time on November 28, 2022 (and the shares issuable from time to time upon exercise of the common warrants) pursuant to this prospectus. The shares of common stock and common warrants will be separately issued, but the shares of common stock and common warrants will be issued to purchasers in the ratio of one-to-one. Each common warrant will have an exercise price of $6.30 per share (100% of the combined public offering price), will be exercisable upon issuance and will expire five years from the date of issuance. This is a “best efforts” offering and we may sell fewer than all of the shares of common stock, warrants and pre-funded warrants offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund if we do not sell all of the securities offered hereby.

We are also offering to certain purchasers whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants, in lieu of shares of common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. The purchase price of each pre-funded warrant and related common warrant will be equal to the public offering price for the common stock and related common warrant in this offering, minus $0.001. Each pre-funded warrant is exercisable for one share of our common stock and has an exercise price of $0.001 per share. For each pre-funded warrant that we sell, the number of shares of common stock we are offering will be reduced on a one-for-one basis.

There is no established public trading market for the pre-funded warrants or common warrants, and we do not expect a market to develop. We do not intend to apply for listing of the pre-funded warrants or common warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants and common warrants will be limited.

This offering will terminate on December 16, 2022, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share (or pre-funded warrant) and common warrant will be fixed for the duration of this offering.”

https://www.otcmarkets.com/filing/html?id=16225783&guid=QbG-keoFaVaqJth