Current Report Filing (8-k)
March 26 2020 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): March 20, 2020
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CNS Pharmaceuticals, Inc.
(Exact name of registrant as specified
in its charter)
___________________________
Nevada
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001-39126
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82-2318545
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2100 West Loop South, Suite 900
Houston,Texas 77027
(Address of principal executive
offices) (Zip Code)
Registrant’s telephone number,
including area code: (800) 946-9185
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
___________________________
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbols(s)
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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CNSP
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The NASDAQ Stock Market LLC
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On March 20, 2020, CNS Pharmaceuticals,
Inc. (“Company”) entered into a Development Agreement (“Agreement”) with WPD Pharmaceuticals (“WPD”),
a company founded by Dr. Waldemar Priebe, the founder of the Company. Pursuant to the Agreement, WPD agreed to use its commercially
reasonable efforts in good faith to develop and commercialize certain products that WPD had previously sublicensed, solely in the
field of pharmaceutical drug products for the treatment of any viral infection in humans, with a goal of eventual approval of in
certain terratories consisting of: Germany, Poland, Estonia, Latvia, Lithuania, Belarus, Ukraine, Romania, Armenia, Azerbaijan,
Georgia, Slovakia, Czech Republic, Hungary, Uzbekistan, Kazakhstan, Greece, Austria, Russia, Netherlands, Turkey, Belgium, Switzerland,
Sweden, Portugal, Norway, Denmark, Ireland, Finland, Luxembourg, Iceland.
Pursuant to the Agreenent, the Company agreed
to pay WPD the following payments: (i) an upfront payment of $225,000 to WPD; and (ii) within thirty days of the verified achievement
of the Phase II Milestone, (such verification shall be conducted by an independent third party mutually acceptable to the parties
hereto), the Company will make a payment of $775,000 to WPD. WPD agreed to pay the Company a development fee of 50% of the net
sales for any products in the above territories; provided that Poland shall not be included as a territory after WPD receives marketing
approval for a product in one-half of the countries included in the agreed upon territories or upon the payment by WPD to the Company
of development fees of $1.0 million. The term of the Agreement will expire on the expiration of the sublicense pursuant to which
WPD has originally sublicensed the products.
The foregoing description of the material
terms of the Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which
is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
Signature
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CNS Pharmaceuticals, Inc.
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By:
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/s/ Chris Downs
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Chris Downs
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Chief Financial Officer
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Dated: March 26, 2020
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