Current Report Filing (8-k)
September 04 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): September 1, 2020
___________________________
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 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On September 1, 2020, CNS Pharmaceuticals,
Inc. (the “Company”) entered into an amendment (the “Amendment”) to the employment agreement (the “Employment
Agreement”) with John Climaco dated September 1, 2017, pursuant to which Mr. Climaco serves as the Company’s chief
executive officer. The Amendment extends the term of employment under the Employment Agreement, which was originally for a three-year
period, for additional twelve-month periods, unless and until either the Company or Mr. Climaco provides written notice to the
other party not less than sixty days before such anniversary date that such party is electing not to extend the term. If the Company
provides notice of its election not to extend the term, Mr. Climaco may terminate his employment at any time prior to the expiration
of the term by giving written notice to the Company at least thirty days prior to the effective date of termination, and upon the
earlier of such effective date of termination or the expiration of the term, Mr. Climaco shall be entitled to receive the same
severance benefits as are provided upon a termination of employment by the Company without cause. Pursuant to the Amendment, the
severance benefits shall be twelve months of Mr. Climaco’s base salary. Such severance payment shall be made in a single
lump sum sixty days following the termination, provided that Mr. Climaco has executed and delivered to the Company, and has not
revoked a general release of the Company.
The foregoing description of the material
terms of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy
of which is filed 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: September 4, 2020
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