UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CNSPharmaceuticals, Inc.
(Name of Issuer)
COMMON STOCK
(Title ofClass of Securities)
18978H201
(CUSIP Number)
CorticeBiosciences, Inc.
1345 Avenue of the Americas, 42
nd
Floor
New York, NY 10105
(212)
901-1999
(Name, address, and telephone numbers of person authorized to receive notices
andcommunications on behalf of filing persons)
July 29, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person haspreviously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (s)(s)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the followingbox.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for
otherparties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this formwith respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of section 18 of the SecuritiesExchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 18978H201
1. NAME OF REPORTING PERSON
Cortice Biosciences, Inc.
2. CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP
(a)(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SeeInstructions)
OO
5. CHECK IF DISCLOSURE OF LEGALPROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OFORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 573,368
OWNED BY
EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
573,368
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,368
12. CHECK IF THE AGGREGATE AMOUNTIN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (11)
5.7%
14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D (this "
Statement
") relates to the shares of Common Stock, par value $0.001 (the "
CommonStock
"), of CNS Pharmaceuticals, Inc., a Nevada corporation (the "
Issuer
"). The principal executive offices of the Issuer are located at 2100 West
Loop South, Suite 900, Houston, Texas 77027.
Item 2. Identity and Background
This Schedule 13D is being filed by Cortice Biosciences, Inc. (the "
Reporting Person
"). This Statement relates to the shares of Common Stockbeneficially owned by
the Reporting Person.
The Reporting Person is a Delaware corporation with a principal place of
business located at 1345 Avenue ofthe Americas, 42
nd
Floor, New York, New York 10105. The principal business of the Reporting
Person is to operate as a clinical-stage company developing novel therapies
for the treatment ofoncologic and neurologic indications, including holding
and developing certain right, title, and interest in the intellectual property
rights related to certain patents around the compound TPI 287. Set forth on
Schedule A annexed hereto("
Schedule A
") is the name and present principal business, occupation or employment and
the name, principal business and address of any corporation or other
organization in which such employment is conducted, and the citizenship ofthe
executive officers and directors of the Reporting Person. To the best of the
Reporting Person's knowledge, except as otherwise set forth herein, none of
the persons listed on
Schedule A
beneficially owns any securities of the Issueror is a party to any contract,
agreement, or understanding required to be disclosed herein.
During the last five years, neither the Reporting Person norany person listed on
Schedule A
have been: (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) a party to a civil proceeding of
a judicial or administrative body of competentjurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation withrespect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
The 573,368 shares of Common Stock beneficially owned by the Reporting Person
were issued to the Reporting Person by the Issuer in consideration for entry
intothe Exclusive License Agreement, as described in Item 6 below.
Item 4. Purpose of the Transaction
All of the shares of Common Stock reported on this Statement were acquired for
investment purposes. The Reporting Person intends to review itsholdings in the
Issuer on a continuing basis and as part of this ongoing review evaluate
various alternatives that are or may become available with respect to the
Issuer and its securities. Except as otherwise set forth in this Statement,
neitherthe Reporting Person nor, to the best of its knowledge, any of the
other persons identified in response to Item 2 hereof, has any plans or
proposals that relate to or would result in the occurrence of any of the
transactions described insubparagraphs (b) through (j) of Item 4 of Schedule
13D.
(a) The Reporting Person may from time to time and at any time in its
solediscretion acquire, or cause to be acquired, additional equity or debt
securities or other instruments of the Issuer, its subsidiaries or affiliates,
or dispose, or cause to be disposed, such equity or debt securities or
instruments, in any amountthat the Reporting Person may determine in its sole
discretion, through public or private transactions or otherwise.
The Reporting Personreserves the right to and may, from time to time and at
any time, in its sole discretion, formulate and implement other purposes,
plans or proposals regarding the Issuer or any of its subsidiaries or
affiliates or any of their equity or debtsecurities or instruments that relate
to or would result in the occurrence of any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D as the Reporting
Person may deem advisable in its sole discretion. Theinformation set forth in
this Item 4 is subject to change from time to time and at any time, and there
can be no assurances that the Reporting Person will or will not take, or cause
to be taken, any of the actions described above or any similaractions.
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Item 6 to this Statement is hereby incorporated by reference.
Item 5. Interest in Securities of the Issuer
(a) - (b) As of the date hereof, the Reporting Person directly beneficially
owns 573,368 shares of Common Stock, representing 5.7% of the shares of
CommonStock outstanding. The Reporting Person may be deemed to have (x) the
sole power to direct the disposition of 573,368 shares of Common Stock which
may be deemed to be beneficially owned by the Reporting Person as described
above and(y) the sole power to direct the voting of the 573,368 shares of
Common Stock which may be deemed to be beneficially owned by the Reporting
Person as described above.
(c) Except as reported on this Statement, the Reporting Person has not engaged
in any transaction during the past 60 days involving the shares of CommonStock.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On July 29, 2024, the Reporting Person entered into an Exclusive License
Agreement and Stock Purchase Agreement(collectively, the "
Cortice Agreements
") with the Issuer pursuant to which the Reporting Person granted to the
Issuer an exclusive license to the intellectual property rights related to
certain patents around the compound TPI 287 inthe United States, Canada,
Mexico and Japan. The term of the license will expire, other than due to a
breach of the Cortice Agreements, at the end of the royalty term with respect
to any licensed product in any of the included territories, whichbegins upon
the first commercial sale in such territory and ends on the latest of (i) ten
years after such sale, (ii) the expiration of regulatory or marketing
exclusivity for such licensed product in such country, or (c) theexpiration of
the last to expire valid patent claim in such country covering such licensed
product.
Pursuant to the Cortice Agreements,the Issuer agreed to issue to the Reporting
Person 573,368 shares of Common Stock upon the closing of the transaction, and
43,330 shares of Common Stock upon the receipt of shareholder approval of such
issuance as required by the rules of the NasdaqStock Market. The Issuer also
agreed to make milestone payments to the Reporting Person in either cash or
shares of Common Stock (at the Reporting Person's option) upon: (i) meeting
the primary endpoint of pivotal trial for a licensedproduct - either $15.0
million or 411,132 shares of Common Stock; (ii) FDA acceptance of an New Drug
Application for a licensed product - either $30.0 million or 822,264 shares of
Common Stock; (iii) the firstcommercial sale in the United States of a
licensed product - either $45.0 million or 1,233,395 shares of Common Stock;
and (iv) the first commercial sale in Japan of a licensed product - either
$10.0 million or 205,566shares of Common Stock. The Issuer's obligation to pay
the above milestones in Common Stock is subject to the receipt of shareholder
approval as required by the rules of the Nasdaq Stock Market. The Issuer also
agreed to pay to the ReportingPerson royalties on sales of licensed products
of between
3.0%-7.5%.
Finally, to the extent the Reporting Person is required to pay any milestone
payments to the original holder of the intellectual propertyrights licensed,
the Issuer has agreed to make such payments to The Reporting Person.
The foregoing descriptions of the Exclusive LicenseAgreement and Stock
Purchase Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the Exclusive License Agreement and
Stock Purchase Agreement, respectively, which are attached hereto as
Exhibit 1
and
Exhibit 2
and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Exclusive License Agreement (incorporated by reference to Exhibit 10.1 of the Issuer's Form
8-K
filed with the U.S. Securities and Exchange Commission on July 30, 2024).
Exhibit 2 Stock Purchase Agreement (incorporated by reference to Exhibit 10.2 of the Issuer's Form
8-K
filed with the U.S. Securities and Exchange Commission on July 30, 2024).
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief,
each of the undersigned certifies that the information set forth in
thisstatement is true, complete and correct.
Date: August 2, 2024
CORTICE BIOSCIENCES, INC.
By: /s/ Michael Weiser
Name: Michael Weiser
Title: Director
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Schedule A
Directors and Executive Officers
Thebusiness address of each director and executive officer of the Reporting
Person is c/o Cortice Biosciences, Inc., 1345 Avenue of the Americas, New
York, New York 10105.
Cortice Biosciences, Inc.
Name and Positions Present Principal Occupation or Employment
Michael Weiser, Director and Co-Chief
Co-President Executive Officer of Actin Biomed LLC
Jason Stein, Director and Co-Chief
Co-President Executive Officer of Actin Biomed LLC
Stephen Rocamboli, Director Chief Executive Office of Sirpant Immunotherapeutics
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