---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-26-003432"
form_type: "8-K"
ticker: "CNSP"
cik: "0001729427"
company_name: "CNS Pharmaceuticals, Inc."
filed_at: "2026-05-04T23:59:59+00:00"
generated_at: "2026-05-14T23:57:08.200890+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# CNS Pharma raises ~$22.5M in private placement at $2.30/sh; board change

## Summary
- Gross proceeds ~$22.5M from sale of 650K shares at $2.30/sh and pre-funded warrants for 9.14M shares at $2.299/warrant.
- Proceeds to identify, acquire, advance new assets and for working capital.
- Director Jerzy Gumulka resigns (no disagreement); Michal Fisher appointed independent director.
- 120-day lock-up on equity sales after registration effective; no variable rate transactions for one year.
- Placement agent A.G.P./Alliance Global Partners receives 7% cash fee plus up to $90K expenses.

## SEC filing metadata
- accession: 0001683168-26-003432
- form_type: 8-K
- ticker: CNSP
- cik: 0001729427
- company_name: CNS Pharmaceuticals, Inc.
- filed_at: 2026-05-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1729427/000168316826003432/0001683168-26-003432-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1729427/000168316826003432/cns_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-26-003432
- JSON: https://secwatch.observer/filing/0001683168-26-003432.json
- Plain text: https://secwatch.observer/filing/0001683168-26-003432.txt

## Source-grounded claims
- claim_id: 66a98cac9b
  claim: Jerzy (George) Gumulka resigned as Director at CNS Pharmaceuticals, Inc..
  evidence_excerpt: On May 4, 2026, Jerzy (George) Gumulka resigned as a member of the Company’s Board of Directors (the “Board”) . Mr. Gumulka’s resignation from the Board was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1729427/000168316826003432/0001683168-26-003432-index.htm
- claim_id: d5c88aece0
  claim: Michal Fisher was appointed as Independent Director at CNS Pharmaceuticals, Inc..
  evidence_excerpt: On May 4, 2026, the Board agreed to appoint Michal Fisher as an independent member of the Company’s Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1729427/000168316826003432/0001683168-26-003432-index.htm
- claim_id: 44ba1e6f9e75e11e792f1094889724a6887c1c71
  claim: CNS Pharmaceuticals, Inc. entered into Registration Rights Agreement (effective 2026-05-04).
  evidence_excerpt: In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement (“Registration Rights Agreement”) and agreed to file a registration statement (the “Registration Statement”) registering the resale of the Common Stock and the Common Stock underlying the Pre-Funded Warrants, within 15 days following the Closing Date
  evidence_url: https://www.sec.gov/Archives/edgar/data/1729427/000168316826003432/0001683168-26-003432-index.htm
- claim_id: 88803a4b4aeb3ffc5e5cafcda0550007f26d090d
  claim: CNS Pharmaceuticals, Inc. entered into Securities Purchase Agreement with institutional investors valued at $22.5 million (effective 2026-05-04).
  evidence_excerpt: On May 4, 2026, CNS Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors (the “Investors”), pursuant to which the Investors purchased in a private placement: (i) 650,000 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) at a purchase price of $2.30 per share; and (ii) pre-funded warrants to purchase 9,143,479 shares of the Common Stock (the “Pre-Funded Warrants”) at a purchase price of $2.299 per Pre-Funded Warrant (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1729427/000168316826003432/0001683168-26-003432-index.htm
- claim_id: 9263dc418697aa4ed6c71136c6943dde4928a0b2
  claim: CNS Pharmaceuticals, Inc. entered into Placement Agreement with A.G.P./Alliance Global Partners valued at 7.0% of the gross proceeds (effective 2026-05-04).
  evidence_excerpt: On May 4, 2026, the Company entered into a placement agency agreement (the “Placement Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”), pursuant to which the Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transaction.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1729427/000168316826003432/0001683168-26-003432-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.