Amended Annual Report (10-k/a)
February 16 2021 - 08:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FORM 10-K/A
(Amendment No. 1)
| ☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the fiscal year ended December 31, 2020
OR
| ☐ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from _________________ to
___________________
Commission File Number: 001-39126
CNS Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
Nevada |
|
82-2318545 |
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(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
Securities registered pursuant to Section 12(b) of the Exchange
Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
|
Common Stock |
CNSP |
The NASDAQ Stock Market
LLC |
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act. YES ☐ NO
☒
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. YES ☐ NO
☒
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter periods as the registrant was required to file
such reports) and (2) has been subject to such filing
requirements for the past
90 days. YES ☒ NO
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required
to submit such
files). YES ☒ NO
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act. (check one)
| Large accelerated filer ☐ |
|
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
|
Smaller reporting company ☒ |
| |
|
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. ☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the
Act). YES ☐ NO
☒
The registrant was not a public company as of the last business day
of its most recently completed second fiscal quarter and,
therefore, cannot calculate the aggregate market value of its
voting and non-voting common equity held by non-affiliates as of
such date.
The number of shares of the registrant’s common stock outstanding
as of February 12, 2021 was 25,300,868.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of this registrant’s definitive proxy statement for its
2021 Annual Meeting of Stockholders to be filed with the SEC no
later than 120 days after the end of the registrant’s fiscal year
are incorporated herein by reference in Part III of this Annual
Report on Form 10-K.
Explanatory Note
The consent of MaloneBailey, LLP, the Company’s independent
registered public accounting firm, was set forth in the exhibit
index to the Form 10-K for the year ended December 31, 2020,
originally filed on February 12, 2021 (the “Original Filing”);
however, the consent was inadvertently omitted from the version
filed via EDGAR. This amendment is being filed to include the
consent.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934,
as amended, this Form 10-K/A also contains new certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which
are attached hereto. Because no financial statements have been
included in this Form 10-K/A and this Form 10-K/A does not contain
or amend any disclosure with respect to Items 307 and 308 of
Regulation S-K, paragraphs 3, 4, and 5 of the certifications have
been omitted.
Except as expressly set forth in this Amendment No. 1, no other
changes have been made to the Original Filing, and this Form 10-K/A
does not modify, amend or update in any way any of the financial or
other information contained in the Original Filing. This Form
10-K/A does not reflect events that may have occurred subsequent to
the filing date of the Original Filing.
| Item 15. |
Exhibits, Financial Statement
Schedules |
(a) The following
documents are filed or furnished as part of this Form 10-K/A:
Exhibit
Number |
Description of
Document |
The following is a list of all exhibits filed as part of the
Original Filing and the amended annual report on Form 10-K/A.
EXHIBIT INDEX
| 10.1 |
Amended And Restated Patent License
Agreement effective as of December 28, 2017 between CNS
Pharmaceuticals, Inc. and Houston Pharmaceuticals, Inc.
(filed as exhibit 6.1 to the
Company’s Form 1-A file no. 024-10855) |
| |
|
| 10.2 |
Collaboration and Asset Purchase
Agreement between CNS Pharmaceuticals, Inc. and Reata
Pharmaceuticals, Inc. dated November 21, 2017
(filed as exhibit 6.2 to the
Company’s Form 1-A file no. 024-10855) |
| |
|
| 10.3 ** |
2017 Stock Plan of CNS
Pharmaceuticals, Inc. (filed as exhibit 6.3 to the Company’s Form
1-A file no. 024-10855) |
| |
|
| 10.4 ** |
Employment Agreement between CNS
Pharmaceuticals, Inc. and John M. Climaco dated September 1,
2017 (filed as exhibit 6.4
to the Company’s Form 1-A file no. 024-10855) |
| |
|
| 10.5 ** |
Consulting Agreement between CNS
Pharmaceuticals, Inc. and Fresh Notion Financial Services dated
July 27, 2017 (filed as
exhibit 6.5 to the Company’s Form 1-A file no.
024-10855) |
| |
|
| 10.6 |
Sublicense Agreement between CNS
Pharmaceuticals, Inc. and WPD Pharmaceuticals, Inc. dated August
30, 2018 (filed as exhibit
6.6 to the Company’s Form 1-A Amendment file no.
024-10855) |
| |
|
| 10.7 |
Sublicense Agreement between CNS
Pharmaceuticals, Inc. and Animal Life Sciences, LLC. dated August
31, 2018 (filed as exhibit
6.7 to the Company’s Form 1-A Amendment file no.
024-10855) |
| |
|
| 10.8 ** |
Employment Letter between CNS
Pharmaceuticals, Inc. and Donald Picker (filed as exhibit 10.8 to the Company’s Form 1-A
Amendment file no. 024-10855) |
| 10.9
** |
Employment Letter between CNS
Pharmaceuticals, Inc. and Sandra Silberman (filed as exhibit 10.9 to the Company’s Form 1-A
Amendment file no. 024-10855) |
| |
|
| 10.10 ** |
Employment Agreement between CNS
Pharmaceuticals, Inc. and Christopher Downs (filed as exhibit 10.10 to the Company’s Form 1-A
Amendment file no. 024-10855) |
| |
|
| 10.11 * + |
Patent and Technology License
Agreement with The Board of Regents of The University of Texas
System, an agency of the State of Texas, on behalf of The
University of Texas M. D. Anderson Cancer Center, dated January 10,
2020 |
| |
|
| 10.12 ** |
Non-Employee Director Compensation
Plan (filed as exhibit
10.12 to the Company’s Form 10-K filed March 12, 2020) |
| |
|
| 10.13 |
Development Agreement between CNS
Pharmaceuticals, Inc. and WPD Pharmaceuticals dated March 20,
2020 (filed as exhibit 10.1 to the Company’s Form 8-K filed
March 26, 2020) |
| |
|
| 10.14 ** |
2020 Stock Plan of CNS
Pharmaceuticals, Inc. (filed as exhibit 99.2 to the Company’s
Form S-8, file no. 333-239998, filed on July 22, 2020 |
| |
|
| 10.15** |
Amendment to Employment Agreement
between CNS Pharmaceuticals, Inc. and John Climaco dated September
1, 2020 (filed as exhibit 99.1 to the Company’s Form 8-K filed
September 4, 2020) |
| |
|
| 10.16 |
Purchase Agreement, dated as of
September 15, 2020, by and between the Company and Lincoln Park
Capital Fund, LLC (filed as exhibit 10.1 to the Company’s Form
8-K filed September 21, 2020) |
| |
|
| 10.17 |
Registration Rights Agreement, dated
as of September 15, 2020, by and between the Company and Lincoln
Park Capital Fund, LLC (filed as exhibit 10.2 to the Company’s
Form 8-K filed September 21, 2020) |
| |
|
| 23.1# |
Consent
of MaloneBailey LLP |
| |
|
| 31.1 * |
Certification of Principal Executive Officer
pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as
amended |
| |
|
| 31.2 * |
Certification of Principal Financial Officer
pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as
amended |
| |
|
| 31.3
# |
Certification of Principal Executive Officer
pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as
amended |
| |
|
| 31.4 # |
Certification of Principal Financial Officer
pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as
amended |
| |
|
| 32.1 * |
Certification of Principal Executive Officer
Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
| 32.2 * |
Certification of Principal Financial Officer
Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
| 101.INS * |
XBRL Instance
Document |
| 101.SCH * |
XBRL Taxonomy Extension Schema
Document |
| 101.CAL * |
XBRL Taxonomy Extension
Calculation Linkbase Document |
| 101.DEF * |
XBRL Taxonomy Extension
Definition Linkbase Document |
| 101.LAB * |
XBRL Taxonomy Extension Label
Linkbase Document |
| 101.PRE * |
XBRL Taxonomy Extension
Presentation Linkbase Document |
| # |
Filed herewith |
| * |
Previously filed with the
Original Filing. |
| ** |
Management contract or
compensatory plan, contract or arrangement. |
| + |
Pursuant to Item 601(b)(10)(iv)
of Regulation S-K promulgated by the SEC, certain portions of this
exhibit have been redacted. The Company hereby agrees to furnish
supplementally to the SEC, upon its request, an unredacted copy of
this exhibit. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) Securities
Exchange Act of 1934, the Registrant has duly caused this amended
Report to be signed on its behalf by the undersigned, thereunto
duly authorized
| |
CNS PHARMACEUTICALS,
INC. |
| |
|
|
| Date: February 16,
2021 |
By: |
/s/ John Climaco |
| |
|
John Climaco |
| |
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
Pursuant to the requirements of the Securities Exchange Act of
1934, this amended report has been signed below by the following
persons on behalf of the Registrant and in the capacity and on the
dates indicated.
| Date: February
16, 2021 |
By: |
/s/ John Climaco |
| |
|
John Climaco |
| |
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
| Date: February
16, 2021 |
/s/ Christopher Downs |
| |
Christopher Downs |
| |
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
| Date: February
16, 2021 |
/s/ Jerzy (George)
Gumulka |
| |
Jerzy (George) Gumulka |
| |
Director |
| Date: February
16, 2021 |
/s/ Carl Evans |
| |
Carl Evans |
| |
Director |
| Date: February
16, 2021 |
/s/ Jeffry Keyes |
| |
Jeffry Keyes |
| |
Director |
| Date: February
16, 2021 |
/s/ Andrzej
Andraczke |
| |
Andrzej Andraczke |
| |
Director |
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