8-K 1 cns_8k.htm FORM 8-K




Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 10, 2020


CNS Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)



Nevada 001-39126 82-2318545

(State or other jurisdiction of

incorporation or organization)

(Commission File Number) (I.R.S. Employer Identification No.)


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 Trading Symbols(s) Name of each exchange on which registered
Common stock, par value $0.001 per share CNSP The NASDAQ Stock Market LLC






Item 1.01.Entry into a Material Definitive Agreement.


On January 10, 2020, CNS Pharmaceuticals, Inc. (“Company”) entered into a Patent and Technology License Agreement (“Agreement”) with The Board of Regents of The University of Texas System (“System”), an agency of the State of Texas, on behalf of The University of Texas M. D. Anderson Cancer Center (“UTMDACC”). Pursuant to the Agreement, the Company obtained a royalty-bearing, worldwide, exclusive license to certain intellectual property rights, including patent rights, related to the Company’s recently announced WP1244 drug technology. In consideration, the Company must make payments to UTMDACC including an up-front license fee, annual maintenance fee, milestone payments and royalty payments (including minimum annual royalties) for sales of licensed products developed under the Agreement. The term of the Agreement expires on the last to occur of: (a) the expiration of all patents subject to the Agreement, or (b) fifteen years after execution; provided that UTMDACC has the right to terminate this Agreement in the event that the Company fails to meet certain commercial diligence milestones.


Item 7.01.Regulation FD Disclosure.


On January 13, 2020, the Company issued a press release announcing the execution of the Agreement, which is attached hereto as Exhibit 99.1.


The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.


Item 9.01.Financial Statements and Exhibits


 (d) Exhibits


  Exhibit No. Exhibit Description
  99.1 Press release dated January 13, 2020













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.






  CNS Pharmaceuticals, Inc.  
  By: /s/ Chris Downs                        
    Chris Downs  
    Chief Financial Officer  



Dated: January 16, 2020