CNSP / CNS Pharmaceuticals, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

CNS Pharmaceuticals, Inc.

Grundläggande statistik
CIK 1729427
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CNS Pharmaceuticals, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
August 14, 2025 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION 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.

July 22, 2025 EX-3.1

Certificate of Change

Exhibit 3.1 Docusign Envelope ID: B31A6C53 - 5172 - 4BAF - 86DE - 27D487A7E369 7/17/2025 Chief Financial Officer

July 22, 2025 8-K

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): July 17, 2025 CNS Pharmaceuticals

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): July 17, 2025 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

July 22, 2025 EX-99.1

CNS Pharmaceuticals Announces Reverse Stock Split

Exhibit 99.1 CNS Pharmaceuticals Announces Reverse Stock Split HOUSTON, TX (July 18, 2025) – CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) (“CNS” or the “Company”), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced a 1-for-12 reverse split of its common stock. Beginning on July 22,

July 15, 2025 8-K

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): July 15, 2025 CNS Pharmaceuticals

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): July 15, 2025 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

July 15, 2025 EX-99.1

1 NASDAQ: CNSP July 2025

Exhibit 99.1 1 NASDAQ: CNSP July 2025 2 Forward Looking Statements This presentation incorporates information from materials filed with the SEC and contains forward - looking statements. All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives

May 15, 2025 8-K

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): May 13, 2025 CNS Pharmaceuticals,

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): May 13, 2025 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

May 15, 2025 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 13, 2025, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

May 15, 2025 EX-4.2

Form of Pre-Funded Warrant

Exhibit 4.2 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: May 14, 2025 Issue Date: May 14, 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo

May 15, 2025 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION 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.

May 15, 2025 EX-4.1

Form of Series F Common Warrant

Exhibit 4.1 FORM OF SERIES f COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: May 14, 2025 Issue Date: May 14, 2025 THIS SERIES F COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth,

May 15, 2025 EX-1.1

Placement Agent Agreement dated May 13, 2025 by and between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners

Exhibit 1.1 May 13, 2025 CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive place

May 14, 2025 424B4

325,000 Shares of Common Stock 3,627,570 Pre-Funded Warrants to Purchase up to 3,627,570 Shares of Common Stock 3,952,570 Series F Common Warrants to Purchase up to 3,952,570 Shares of Common Stock Up to 3,627,570 Shares of Common Stock Underlying su

CNS Pharmaceuticals, Inc. S-1 Filed Pursuant to Rule 424(b)(4) Registration No. 333-286529 Prospectus 325,000 Shares of Common Stock 3,627,570 Pre-Funded Warrants to Purchase up to 3,627,570 Shares of Common Stock 3,952,570 Series F Common Warrants to Purchase up to 3,952,570 Shares of Common Stock Up to 3,627,570 Shares of Common Stock Underlying such Pre-Funded Warrants Up to 3,952,570 Shares of

May 12, 2025 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 May 12, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1, as amended (the “Registration Statement”) File No. 333-286529 Ladies and Gentlemen: Purs

May 12, 2025 CORRESP

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 May 12, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1, as amended File No. 333-286529 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1

May 12, 2025 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 CNS Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter)

As filed with the Securities and Exchange Commission on May 12, 2025. Registration No. 333-286529 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CNS Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 2834 82-2318545 (State or Other Jurisdiction of Incorporat

April 30, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents 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, 2024 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:

April 17, 2025 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 April 17, 2025

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 April 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Attention: Alan Campbell Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 Registration No. 333-286529 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence with the U.

April 17, 2025 CORRESP

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 April 17, 2025

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 April 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 File No. 333-286529 (the “Registration Statement”) Ladies and Gentlemen: Reference is made to our letter, filed as

April 14, 2025 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 April 14, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-286529 Ladies and Gentlemen: Pursuant to Ru

April 14, 2025 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 CNS Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter)

As filed with the Securities and Exchange Commission on April 14, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CNS Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 2834 82-2318545 (State or Other Jurisdiction of Incorporation or Organization) (P

April 14, 2025 EX-4.13

Form of Series F Warrant

Exhibit 4.13 FORM OF SERIES f COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS SERIES F COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

April 14, 2025 CORRESP

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022

CORRESP 1 filename1.htm A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 April 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 File No. 333-286529 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Secur

April 14, 2025 EX-10.27

Form of Securities Purchase Agreement

Exhibit 10.27 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April [] 2025, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

April 14, 2025 EX-1.1

Form of Placement Agency Agreement

Exhibit 1.1 April [], 2025 CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive pla

April 14, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) CNS Pharmaceuticals, Inc.

April 14, 2025 EX-4.14

Form of Pre-Funded Warrant

Exhibit 4.14 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

April 9, 2025 8-K

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): April 9, 2025 CNS Pharmaceuticals

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): April 9, 2025 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

April 9, 2025 EX-99.1

1 NASDAQ: CNSP April 2025

Exhibit 99.1 1 NASDAQ: CNSP April 2025 2 Forward Looking Statements This presentation incorporates information from materials filed with the SEC and contains forward - looking statements. All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objective

April 7, 2025 EX-4.13

FORM OF SERIES f COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC.

Exhibit 4.13 FORM OF SERIES f COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS SERIES F COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

April 7, 2025 EX-1.1

[Signature Page Follows]

Exhibit 1.1 April [], 2025 CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive pla

April 7, 2025 EX-4.14

FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC.

EX-4.14 4 filename4.htm Exhibit 4.14 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter s

April 7, 2025 EX-10.27

SECURITIES PURCHASE AGREEMENT

EX-10.27 5 filename5.htm Exhibit 10.27 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April [] 2025, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to

April 7, 2025 DRSLTR

ArentFox Schiff LLP

ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com April 7, 2025 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7561 Re: CNS Pharmaceuticals, Inc. Draft Registration Statement on Form S-1 Confidentially Submitted on April 7, 2025 CIK No. 00017294

April 7, 2025 DRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 CNS Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter)

Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on April 7, 2025. This draft registration statement has not been filed publicly with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTR

March 31, 2025 EX-19.1

Insider Trading Policy

EXHIBIT 19.1 Insider Trading Policy CNS Pharmaceuticals, Inc. Effective March 1, 2022 Table of Contents Introduction 2 Sanctions and Penalties 2 Persons Covered 2 Definition of Material Non-Public Information 2 Requirements Applicable to Everyone 3 No trading in CNS securities while aware of material non-public information 3 Event-specific blackout periods may apply 4 No “tipping” of material non-

March 31, 2025 8-K

Other Events

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): March 31, 2025 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizati

March 31, 2025 EX-4.1

Description of Securities of CNS Pharmaceuticals, Inc.

EXHIBIT 4.1 DESCRIPTION OF THE COMPANY’S SECURITIES The following summary is a description of the material terms of our capital stock. This summary is not complete, and is qualified by reference to our amended and restated articles of incorporation, and our amended and restated bylaws, which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. We encou

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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 Pharma

March 20, 2025 424B5

CNS Pharmaceuticals, Inc. Up to $43,500,000 of Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279285 Supplement No. 2 Prospectus Supplement dated July 26, 2024 (to Prospectus dated May 17, 2024) CNS Pharmaceuticals, Inc. Up to $43,500,000 of Shares of Common Stock This prospectus supplement no. 2, dated March 20, 2025, or this Second Supplement, supplements, modifies, and supersedes, only to the extent indicated herein, certain informat

March 20, 2025 8-K

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): March 20, 2025 CNS Pharmaceutical

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): March 20, 2025 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizati

February 21, 2025 8-K

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): February 19, 2025 CNS Pharmaceuti

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): February 19, 2025 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

February 21, 2025 EX-99.1

CNS Pharmaceuticals Announces Reverse Stock Split

Exhibit 99.1 CNS Pharmaceuticals Announces Reverse Stock Split HOUSTON, TX (February 19, 2025) – CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) (“CNS” or the “Company”), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced a 1-for-50 reverse split of its common stock. Beginning on Febru

January 3, 2025 8-K

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): January 3, 2025 CNS Pharmaceutica

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): January 3, 2025 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizat

January 3, 2025 EX-99.1

1 NASDAQ: CNSP January 2025 Forward Looking Statements 2 This presentation incorporates information from materials filed with the SEC and contains forward - looking statements. All statements contained herein other than statements of historical fact,

Exhibit 99.1 1 NASDAQ: CNSP January 2025 Forward Looking Statements 2 This presentation incorporates information from materials filed with the SEC and contains forward - looking statements. All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objecti

December 11, 2024 8-K

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): December 11, 2024 CNS Pharmaceuti

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): December 11, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

December 11, 2024 EX-99.1

1 NASDAQ: CNSP December 11, 2024 Virtual Analyst & Investor Day

Exhibit 99.1 1 NASDAQ: CNSP December 11, 2024 Virtual Analyst & Investor Day 2 Forward Looking Statements This presentation incorporates information from materials filed with the SEC and contains forward - looking statements. All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business

December 3, 2024 8-K

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): November 26, 2024 CNS Pharmaceuti

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): November 26, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

November 15, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

November 14, 2024 SC 13G/A

CNSP / CNS Pharmaceuticals, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-cnsp093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* CNS Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18978H300 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

November 14, 2024 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September, 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September, 30, 2024 OR ☐ TRANSITION 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.

November 1, 2024 8-K

Other Events

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): October 30, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiza

October 28, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

October 24, 2024 8-K

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): October 23, 2024 CNS Pharmaceutic

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): October 23, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiza

October 24, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio

October 24, 2024 EX-4.1

Form of Pre-Funded Warrant issued October 23 2024

Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: [•] Initial Exercise Date: October 24, 2024 Issue Date: October 24, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions he

October 24, 2024 EX-99.1

CNS Pharmaceuticals Announces Pricing of $3 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

Exhibit 99.1 CNS Pharmaceuticals Announces Pricing of $3 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules HOUSTON, October 23, 2024 /PRNewswire/ - CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) ("CNS" or the "Company"), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nerv

October 24, 2024 EX-1.1

Placement Agency Agreement between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners

Exhibit 1.1 October 23, 2024 CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.”) (the “Placement Agent”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive pl

October 24, 2024 424B5

CNS Pharmaceuticals, Inc. 3,700,000 Shares of Common Stock Pre-Funded Warrants to Purchase 13,947,060 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279285 Prospectus Supplement (to Prospectus dated May 17, 2024) CNS Pharmaceuticals, Inc. 3,700,000 Shares of Common Stock Pre-Funded Warrants to Purchase 13,947,060 Shares of Common Stock We are offering 3,700,000 shares of our common stock, par value $0.001 per share (the “Shares”) at a price of $0.17 per share, to investors pursuant to this

October 23, 2024 8-K

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): October 23, 2024 CNS Pharmaceutic

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): October 23, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiza

October 15, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

September 18, 2024 8-K

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 12, 2024 CNS Pharmaceut

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 12, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organi

September 12, 2024 8-K

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 10, 2024 CNS Pharmaceut

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 10, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organi

August 14, 2024 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June, 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June, 30, 2024 OR ☐ TRANSITION 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.

August 7, 2024 8-K

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): August 6, 2024 CNS Pharmaceutical

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): August 6, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizati

August 2, 2024 SC 13D

CNSP / CNS Pharmaceuticals, Inc. / Cortice Biosciences, Inc. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CNS Pharmaceuticals, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 18978H201 (CUSIP Number) Cortice Biosciences, Inc. 1345 Avenue of the Americas, 42nd Floor New York, NY 10105 (212) 901-1999 (Name, address, and telephone numbers of person author

July 31, 2024 RW

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 July 31, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 Registration No. 333- 280074 (the “Registration Statement”) Ladies and Gentlemen: Please be advised that the Company hereby requests withdrawal

July 30, 2024 424B3

CNS Pharmaceuticals, Inc. Up to $30,200,000 of Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279285 Prospectus Supplement (to Prospectus dated May 17, 2024) CNS Pharmaceuticals, Inc. Up to $30,200,000 of Shares of Common Stock This Prospectus Supplement, dated July 30, 2024, or this supplement, supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our prospectus supplement dated Jul

July 30, 2024 EX-10.1

Exclusive License Agreement between CNS Pharmaceuticals, Inc. and Cortice Biosciences, Inc.

Exhibit 10.1 EXCLUSIVE LICENSE AGREEMENT FOR TPI-287 Between CORTICE BIOSCIENCES, INC. AND CNS PHARMACEUTICALS, INC. TABLE OF CONTENTS Page Article 1 Definitions 1 Article 2 Grant 7 2.1 Grant of License 7 2.2 No Implied Licenses; Negative Covenant 7 2.3 Sublicenses 7 Article 3 Technology Transfer 8 3.1 Technology Transfer 8 3.2 Transfer, Assignment and Sale of Compound Inventory and Costs of Trans

July 30, 2024 EX-99.1

CNS Pharmaceuticals Expands Pipeline with In-License of Late Stage, Novel Potential Blood Brain Barrier Permeable Abeotaxane for Treatment of Brain Malignancies Strategic in-license from Cortice Bioscience is highly synergistic with the ongoing poten

Exhibit 99.1 CNS Pharmaceuticals Expands Pipeline with In-License of Late Stage, Novel Potential Blood Brain Barrier Permeable Abeotaxane for Treatment of Brain Malignancies Strategic in-license from Cortice Bioscience is highly synergistic with the ongoing potentially pivotal Berubicin program and demonstrates further commitment to changing the treatment paradigm in GBM Drug candidate, TPI 287, a

July 30, 2024 8-K

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): July 29, 2024 CNS Pharmaceuticals

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): July 29, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

July 30, 2024 EX-10.2

Stock Purchase Agreement between CNS Pharmaceuticals, Inc. and Cortice Biosciences, Inc.

Exhibit 10.2 STOCK PURCHASE AGREEMENT Between CNS PHARMACEUTICALS, INC., AND CORTICE BIOSCIENCES, INC., Dated: July 29, 2024 Table of Contents Page Article I DEFINITIONS AND RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Rules of Construction 4 Article II PURCHASE AND SALE; CLOSING 5 2.1 Closing 5 2.2 Purchase and Sale 5 2.3 Transactions at the Closing 6 2.4 Issuance under the License 6 Article III

July 30, 2024 8-K

Financial Statements and Exhibits, Other Events

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): July 30, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

July 26, 2024 EX-1.1

Sales Agreement, dated July 26, 2024, by and between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners

Exhibit 1.1 CNS PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENT July 26, 2024 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees

July 26, 2024 EX-10.1

Form of Waiver and Consent

Exhibit 10.1 WAIVER AND CONSENT AGREEMENT This Waiver and Consent Agreement dated as of July 25, 2024 (the “Agreement”) is by and between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the undersigned Purchasers (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain Securities

July 26, 2024 424B5

CNS Pharmaceuticals, Inc. Up to $5,200,000 of Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279285 Prospectus Supplement (to Prospectus dated May 17, 2024) CNS Pharmaceuticals, Inc. Up to $5,200,000 of Shares of Common Stock On July 26, 2024, we entered into a certain Sales Agreement, or sales agreement, with A.G.P./Alliance Global Partners (“A.G.P.”) relating to shares of our common stock offered by this prospectus supplement. In acc

July 26, 2024 8-K

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): July 26, 2024 CNS Pharmaceuticals

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): July 26, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

July 24, 2024 8-K

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): July 19, 2024 CNS Pharmaceuticals

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): July 19, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

July 19, 2024 S-1/A

As filed with the Securities and Exchange Commission on July 19, 2024.

Table of Contents As filed with the Securities and Exchange Commission on July 19, 2024.

July 19, 2024 EX-4.18

Form of Series G Common Warrant

Exhibit 4.18 FORM OF SERIES G COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS SERIES G COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

July 19, 2024 EX-4.17

Form of Series F Common Warrant

Exhibit 4.17 FORM OF SERIES f COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS SERIES F COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

July 12, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CNS Pharmaceuticals, Inc.

July 12, 2024 8-K/A

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizati

July 12, 2024 S-1

As filed with the Securities and Exchange Commission on July 12, 2024.

Table of Contents As filed with the Securities and Exchange Commission on July 12, 2024.

July 9, 2024 8-K

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): July 5, 2024 CNS Pharmaceuticals,

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): July 5, 2024 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

July 5, 2024 424B5

CNS Pharmaceuticals, Inc. 1,425,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279285 Prospectus Supplement (to Prospectus dated May 17, 2024) CNS Pharmaceuticals, Inc. 1,425,000 Shares of Common Stock We are offering 1,425,000 shares of our common stock, par value $0.001 per share (the “Shares”) at a price of $1.39 per share, to investors pursuant to this prospectus supplement and the accompanying prospectus, and a secur

July 3, 2024 8-K

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): July 3, 2024 CNS Pharmaceuticals,

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): July 3, 2024 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

July 3, 2024 EX-99.1

CNS Pharmaceuticals Announces Pricing of Registered Direct Offering and Concurrent Private Placement

Exhibit 99.1 CNS Pharmaceuticals Announces Pricing of Registered Direct Offering and Concurrent Private Placement HOUSTON, July 3, 2024 /PRNewswire/ - CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) ("CNS" or the "Company"), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced it has ent

July 3, 2024 EX-4.1

Form of Warrant issued July 3 2024

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 3, 2024 EX-10.2

Financial Advisory Agreement between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners

Exhibit 10.2 July 3, 2024 CONFIDENTIAL CNS Pharmaceuticals, Inc. Attention: Christopher Downs 2100 West Loop South Suite 900 Houston, TX 77027 The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by CNS Pharmaceuticals, Inc. (the “Company”) to render Financial Services (as defined below) to the Company. 1. Se

July 3, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

June 27, 2024 424B5

CNS Pharmaceuticals, Inc. 568,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279285 Prospectus Supplement (to Prospectus dated May 17, 2024) CNS Pharmaceuticals, Inc. 568,000 Shares of Common Stock We are offering 568,000 shares of our common stock, par value $0.001 per share (the “Shares”) at a price of $2.45 per share, to investors pursuant to this prospectus supplement and the accompanying prospectus, and a securitie

June 26, 2024 EX-99.1

CNS Pharmaceuticals Announces Pricing of Registered Direct Offering and Concurrent Private Placement

Exhibit 99.1 CNS Pharmaceuticals Announces Pricing of Registered Direct Offering and Concurrent Private Placement HOUSTON, June 26, 2024 /PRNewswire/ - CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) (“CNS” or the “Company”), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced it has en

June 26, 2024 EX-10.2

Financial Advisory Agreement between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners

Exhibit 10.2 June 26, 2024 CONFIDENTIAL CNS Pharmaceuticals, Inc. Attention: Christopher Downs 2100 West Loop South Suite 900 Houston, TX 77027 The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by CNS Pharmaceuticals, Inc. (the “Company”) to render Financial Services (as defined below) to the Company. 1. S

June 26, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): June 26, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

June 26, 2024 EX-4.1

Form of Warrant issued June 26 2024

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 26, 2024 EX-10.1

Form of Securities Purchase Agreement entered into in connection with June 26, 2024, offering

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

June 20, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporat

June 17, 2024 424B5

CNS Pharmaceuticals, Inc. 336,000 Shares of Common Stock Pre-Funded Warrants to Purchase 30,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279285 Prospectus Supplement (to Prospectus dated May 17, 2024) CNS Pharmaceuticals, Inc. 336,000 Shares of Common Stock Pre-Funded Warrants to Purchase 30,000 Shares of Common Stock We are offering 336,000 shares of our common stock, par value $0.001 per share (the “Shares”) at a price of $3.75 per share, to investors pursuant to this prospect

June 14, 2024 EX-4.2

Form of Pre-Funded Warrant issued June 14 2024

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 14, 2024 EX-10.2

Financial Advisory Agreement between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners

Exhibit 10.2 June 14, 2024 CONFIDENTIAL CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South Suite 900 Houston, TX 77027 The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by CNS Pharmaceuticals, Inc. (the “Company”) to render Financial Services (as defined below) to the Company. 1. Servic

June 14, 2024 EX-4.1

Form of Warrant issued June 14 2024

Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

June 14, 2024 EX-99.1

CNS Pharmaceuticals Announces Pricing of Registered Direct Offering and Concurrent Private Placement

Exhibit 99.1 CNS Pharmaceuticals Announces Pricing of Registered Direct Offering and Concurrent Private Placement HOUSTON, June 14, 2024 /PRNewswire/ - CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) ("CNS" or the "Company"), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced it has en

June 14, 2024 8-K

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): June 14, 2024 CNS Pharmaceuticals

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): June 14, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

June 14, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 14, 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

June 10, 2024 EX-4.13

Form of Pre-Funded Warrant

Exhibit 4.13 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

June 10, 2024 S-1

As filed with the Securities and Exchange Commission on June 7, 2024.

Table of Contents As filed with the Securities and Exchange Commission on June 7, 2024.

June 10, 2024 EX-1.1

Form of Placement Agent Agreement

Exhibit 1.1 June [], 2024 CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.”), Brookline Capital Markets, a division of Arcadia Securities. LLC (“Brookline” and together with A.G.P., the “Placement Agents”) and CNS Pharmaceuticals

June 10, 2024 EX-4.15

Form of Series D Common Warrant

Exhibit 4.15 FORM OF SERIES D COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

June 10, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) CNS Pharmaceuticals, Inc.

June 10, 2024 EX-4.14

Form of Series C Common Warrant

Exhibit 4.14 FORM OF SERIES C COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

June 10, 2024 EX-10.23

Form of Securities Purchase Agreement

Exhibit 10.23 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June [] 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

June 5, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): June 3, 2024 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

June 5, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Articles of Incorporation of CNS Pharmaceuticals, Inc., filed with the Secretary of State of the State of Nevada

Exhibit 3.1 Business Number E0354342017 - 0 Filed in the Office of Secretary of State State Of Nevada Filing Number 20244102253 Filed On 6/3/2024 9:44:00 AM Number of Pages 2 DocuSign Envelope ID: 263E7B1B - E7O1 - 4C2E - A518 - 83O839E7FDEF FRANCISCO V. AGUILAR Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www . nvsos.gov Profit Corporation:

June 5, 2024 EX-99.1

CNS Pharmaceuticals Announces Reverse Stock Split

Exhibit 99.1 CNS Pharmaceuticals Announces Reverse Stock Split HOUSTON, TX (June 3, 2024) – CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) (“CNS” or the “Company”), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced a 1-for-50 reverse split of its common stock, effective at 4:01 PM ET

May 16, 2024 EX-99.1

CNS Pharmaceuticals Reports First Quarter 2024 Financial Results Enrollment completed in potentially pivotal GBM study evaluating Berubicin; Topline data expected in first half of 2025 Company committed to addressing the most aggressive type of brain

Exhibit 99.1 CNS Pharmaceuticals Reports First Quarter 2024 Financial Results Enrollment completed in potentially pivotal GBM study evaluating Berubicin; Topline data expected in first half of 2025 Company committed to addressing the most aggressive type of brain cancer with an average survival of only 14 to 16 months after diagnosis and no cure HOUSTON, TX (May 16, 2024) – CNS Pharmaceuticals, In

May 16, 2024 8-K

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): May 16, 2024 CNS Pharmaceuticals,

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): May 16, 2024 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

May 15, 2024 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March, 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 1

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March, 31, 2024 OR ☐ TRANSITION 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.

May 15, 2024 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 May 15, 2024

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 May 15, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Attention: Lauren Hamill Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-3 Registration No. 333-279285 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, CNS Ph

May 9, 2024 EX-4.2

Form of Subordinated Indenture

Exhibit 4.2 CNS PHARMACEUTICALS, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.1 DEFINITIONS 1 SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS 8 SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE 8 SECTION 1.4 ACTS OF HOLDERS; RECORD DATES 9 SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY

May 9, 2024 EX-4.1

Form of Unsubordinated Indenture

Exhibit 4.1 CNS PHARMACEUTICALS, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.1 DEFINITIONS 1 SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS 7 SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE 8 SECTION 1.4 ACTS OF HOLDERS; RECORD DATES 8 SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY 10 SEC

May 9, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) CNS Pharmaceuticals, Inc.

May 9, 2024 S-3

As filed with the Securities and Exchange Commission on May 9, 2024

As filed with the Securities and Exchange Commission on May 9, 2024 Registration No.

May 7, 2024 8-K

Other Events

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): May 6, 2024 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)

May 3, 2024 EX-10.1

2020 Stock Plan of CNS Pharmaceuticals, Inc. (as amended)

Exhibit 10.1 CNS PHARMACEUTICALS, INC. 2020 EQUITY PLAN (Amended and Restated) Section 1. Establishment and Purpose. 1.1The Board of Directors of CNS Pharmaceuticals, Inc. (the “Company”) established the CNS Pharmaceuticals, Inc. 2020 Equity Plan (the “Plan”) effective as of April 6, 2020, which was approved by the Company’s stockholders at the Company’s annual meeting on June 8, 2020. The Plan wa

May 3, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Articles of Incorporation of CNS Pharmaceuticals, Inc., filed with the Secretary of State of the State of Nevada

Exhibit 3.1 TEXT OF CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CNS PHARMACEUTICALS, INC. Section 3.1 of the Amended and Restated Articles of Incorporation is amended and restated as follows: 3.1. The Corporation shall have the authority to issue 300,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”).

May 3, 2024 8-K

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): April 30, 2024 CNS Pharmaceutical

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): April 30, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizati

April 15, 2024 EX-99.1

INVESTOR PRESENTATION April 2024 www.CNSPharma.com NASDAQ: CNSP NASDAQ: CNSP This presentation incorporates information from materials filed with the SEC and contains forward - looking statements. All statements contained herein other than statements

Exhibit 99.1 INVESTOR PRESENTATION April 2024 www.CNSPharma.com NASDAQ: CNSP NASDAQ: CNSP This presentation incorporates information from materials filed with the SEC and contains forward - looking statements. All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and pl

April 15, 2024 8-K

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): April 9, 2024 CNS Pharmaceuticals

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): April 9, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

April 10, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

April 1, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 Pharma

April 1, 2024 EX-97.0

CNS Pharmaceuticals, Inc. Restatement Recoupment Policy

Exhibit 97 CNS Pharmaceuticals, Inc. Dodd-Frank Restatement Recoupment Policy 1. Introduction The Board of Directors (the “Board”) of CNS Pharmaceuticals, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy providing for the recoupment by the Company of certain Incentive-Based Compensation paid to Executives Officers in the case of a Restatement (a

April 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 1, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizatio

April 1, 2024 EX-99.1

CNS Pharmaceuticals Reports Full Year 2023 Financial Results and Highlights Recent Corporate and Clinical Achievements Lead program, Berubicin, successfully passed pre-planned interim futility analysis milestone with recommendation from DSMB to proce

Exhibit 99.1 CNS Pharmaceuticals Reports Full Year 2023 Financial Results and Highlights Recent Corporate and Clinical Achievements Lead program, Berubicin, successfully passed pre-planned interim futility analysis milestone with recommendation from DSMB to proceed without modification in potentially pivotal GBM study Berubicin study enrollment completed; Topline data expected in first half of 202

March 28, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

February 27, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 21, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

February 21, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 14, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

February 14, 2024 SC 13G/A

CNSP / CNS Pharmaceuticals, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-cnsp123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CNS Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18978H201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

February 2, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 29, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiza

February 2, 2024 EX-4.2

Form of Series B Common Warrant issued January 2024

Exhibit 4.2 FORM OF SERIES B COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: February 1, 2024 Issue Date: February 1, 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter se

February 2, 2024 EX-1.1

Placement Agent Agreement dated January 29, 2024 by and among CNS Pharmaceuticals, Inc., A.G.P./Alliance Global Partners and Maxim Group LLC

Exhibit 1.1 January 29, 2024 CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.”), Maxim Group LLC (“Maxim” and together with A.G.P., the “Placement Agents”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that

February 2, 2024 EX-4.3

Form of Pre-Funded Warrant issued January 2024

Exhibit 4.3 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: February 1, 2024 Issue Date: February 1, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafte

February 2, 2024 EX-10.2

Form of Amendment to Common Stock Purchase Warrants

Exhibit 10.2 AMENDMENT TO COMMON STOCK PURCHASE WARRANTS This AMENDMENT TO COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is entered into as of January 29, 2024, by and between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and (the “Holder”). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant issued on October 16, 2023 (the “October 2023 Warrant”) to purchas

February 2, 2024 EX-4.1

Form of Series A Common Warrant issued January 2024

Exhibit 4.1 FORM OF SERIES A COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: February 1, 2024 Issue Date: February 1, 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter se

February 2, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 29, 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio

January 31, 2024 424B4

2,215,667 Shares of Common Stock 11,117,667 Pre-Funded Warrants to Purchase up to 11,117,667 Shares of Common Stock 13,333,334 Series A Common Warrants to Purchase up to 13,333,334 Shares of Common Stock 13,333,334 Series B Common Warrants to Purchas

Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-275973 2,215,667 Shares of Common Stock 11,117,667 Pre-Funded Warrants to Purchase up to 11,117,667 Shares of Common Stock 13,333,334 Series A Common Warrants to Purchase up to 13,333,334 Shares of Common Stock 13,333,334 Series B Common Warrants to Purchase up to 13,333,334 Shares of Common Stock 11,117,667 Shares of Common Stock Un

January 26, 2024 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 January 25, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Pursuant to

January 26, 2024 CORRESP

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 January 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. Registration Statement on Form S-1, as amended File No: 333-275973 Ladies and Gentlemen: Pursuant to Rule 461 promulgated unde

January 25, 2024 CORRESP

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 January 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”) Ladies and Gentlemen:

January 25, 2024 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 January 25, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Reference is

January 24, 2024 CORRESP

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 January 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. Registration Statement on Form S-1, as amended File No: 333-275973 Ladies and Gentlemen: Pursuant to Rule 461 promulgated un

January 24, 2024 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 January 24, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Pursuant to

January 23, 2024 8-K

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): January 17, 2024 CNS Pharmaceutic

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): January 17, 2024 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiza

January 22, 2024 EX-4.12

Form of Series B Common Warrant

Exhibit 4.12 FORM OF SERIES B COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

January 22, 2024 S-1/A

As filed with the Securities and Exchange Commission on January 22, 2024.

Table of Contents As filed with the Securities and Exchange Commission on January 22, 2024.

January 22, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) CNS Pharmaceuticals, Inc.

January 22, 2024 EX-4.11

Form of Series A Common Warrant

Exhibit 4.11 FORM OF SERIES A COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

January 22, 2024 EX-10.22

Form of Securities Purchase Agreement

Exhibit 10.22 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

January 18, 2024 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 January 18, 2024

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 January 18, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re:     CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Referenc

January 18, 2024 CORRESP

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 January 18, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”) Ladies and Gentlemen:

January 16, 2024 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 January 16, 2024

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 January 16, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re:     CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Pursuant

January 16, 2024 CORRESP

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 January 16, 2024

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 January 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. Registration Statement on Form S-1, as amended Filed January 10, 2024 File No: 333-275973 Ladies and Gentlemen: Pursuant to

January 10, 2024 S-1/A

As filed with the Securities and Exchange Commission on January 10, 2024.

Table of Contents As filed with the Securities and Exchange Commission on January 10, 2024.

December 26, 2023 CORRESP

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 26, 2023

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”) Ladies and Gentlemen:

December 26, 2023 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 26, 2023

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Reference i

December 21, 2023 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 21, 2023

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Pursuant to

December 21, 2023 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 21, 2023

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Reference i

December 21, 2023 CORRESP

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 21, 2023

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. Registration Statement on Form S-1 Filed December 8, 2023 File No: 333-275973 Ladies and Gentlemen: Pursuant to Rule 461 pr

December 21, 2023 8-K

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): December 21, 2023 CNS Pharmaceuti

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): December 21, 2023 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

December 21, 2023 CORRESP

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 21, 2023

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”) Ladies and Gentlemen:

December 20, 2023 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 20, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Reference is made to our letter,

December 20, 2023 CORRESP

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 20, 2023

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. Registration Statement on Form S-1 Filed December 8, 2023 File No: 333-275973 Ladies and Gentlemen: Pursuant to Rule 461 pr

December 20, 2023 CORRESP

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 20, 2023

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”) Ladies and Gentlemen:

December 20, 2023 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 20, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Pursuant to

December 18, 2023 EX-99.1

CNS Pharmaceuticals Announces Successful Interim Analysis of Efficacy and Safety Data in Potentially Pivotal Study of Berubicin Independent DSMB recommends continuing clinical trial of Berubicin without modification Enrollment expected to be complete

Exhibit 99.1 CNS Pharmaceuticals Announces Successful Interim Analysis of Efficacy and Safety Data in Potentially Pivotal Study of Berubicin Independent DSMB recommends continuing clinical trial of Berubicin without modification Enrollment expected to be complete in early Q1 2024 HOUSTON, TX (December 18, 2023) – CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) (CNS or the Company), a biopharmaceutical co

December 18, 2023 8-K

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): December 18, 2023 CNS Pharmaceuti

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): December 18, 2023 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

December 14, 2023 CORRESP

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 14, 2023

A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 December 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals Inc. Registration Statement on Form S-1 Filed December 8, 2023 File No: 333-275973 Ladies and Gentlemen: Pursuant to Rule 461 pr

December 14, 2023 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 14, 2023

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 December 14, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-275973 Ladies and Gentlemen: Pursuant to

December 8, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) CNS Pharmaceuticals, Inc.

December 8, 2023 EX-4.11

Form of Common Warrant

Exhibit 4.11 FORM OF COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [] (the “Ini

December 8, 2023 EX-10.22

Form of Securities Purchase Agreement

Exhibit 10.22 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December [], 2023, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit

December 8, 2023 EX-1.1

Form of Placement Agent Agreement

Exhibit 1.1 December [], 2023 CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.”), Maxim Group LLC (“Maxim” and together with A.G.P., the “Placement Agents”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), tha

December 8, 2023 S-1

As filed with the Securities and Exchange Commission on December 8, 2023.

Table of Contents As filed with the Securities and Exchange Commission on December 8, 2023.

December 8, 2023 EX-4.10

Form of Pre-Funded Warrant

Exhibit 4.10 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

November 30, 2023 424B3

CNS Pharmaceuticals, Inc. 3,756,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275671 PROSPECTUS CNS Pharmaceuticals, Inc. 3,756,000 Shares of Common Stock This prospectus covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggregate of 3,756,000 shares of our common stock issuable upon exercise of inducement warrants to purchase 3,756,000 shares of our common stock (the “Induc

November 28, 2023 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 November 28, 2023

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 November 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Attention: Tyler Howes Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-3 Registration No. 333-275671 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, CNS

November 22, 2023 S-8

As filed with the Securities and Exchange Commission on November 21, 2023

As filed with the Securities and Exchange Commission on November 21, 2023 Registration No.

November 22, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CNS Pharmaceuticals, Inc (Exact Name of Registrant as Specified in its Charter) Table 1-Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.

November 20, 2023 S-3

As filed with the Securities and Exchange Commission on November 20, 2023

As filed with the Securities and Exchange Commission on November 20, 2023 Registration No.

November 20, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CNS Pharmaceuticals, Inc.

November 15, 2023 8-K

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): November 15, 2023 CNS Pharmaceuti

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): November 15, 2023 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

November 15, 2023 EX-99.1

CNS Pharmaceuticals Reports Third Quarter 2023 Financial Results and Reiterates Company is on Track to Achieve Milestones for Berubicin Potentially Pivotal Study Before Year End - Enrollment numbers rise to 239 in ongoing potentially pivotal study of

Exhibit 99.1 CNS Pharmaceuticals Reports Third Quarter 2023 Financial Results and Reiterates Company is on Track to Achieve Milestones for Berubicin Potentially Pivotal Study Before Year End - Enrollment numbers rise to 239 in ongoing potentially pivotal study of Berubicin for treatment of GBM; Expected full enrollment in December 2023 - Topline data from preplanned interim analysis from ongoing B

November 14, 2023 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 O

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION 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.

October 18, 2023 8-K

Regulation FD Disclosure

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): October 18, 2023 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiza

October 17, 2023 EX-4.1

Form of Inducement Warrant issued in October 2023 offering

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 17, 2023 EX-10.1

Form of Inducement Letter

Exhibit 10.1 CNS PHARMACEUTICALS, INC. 2100 West Loop South, Suite 900 Houston, Texas 77027 October 16, 2023 To: Re:Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: CNS Pharmaceuticals, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive (i) new warrants to purchase up to shares of the Company’s common

October 17, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 16, 2023 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiza

September 19, 2023 8-K

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 14, 2023 CNS Pharmaceut

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 14, 2023 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organi

September 19, 2023 EX-10.1

2020 Stock Plan of CNS Pharmaceuticals, Inc. (as amended September 14, 2023)

Exhibit 10.1 CNS PHARMACEUTICALS, INC. 2020 EQUITY PLAN (Amended and Restated) Section 1. Establishment and Purpose. 1.1 The Board of Directors of CNS Pharmaceuticals, Inc. (the “Company”) established the CNS Pharmaceuticals, Inc. 2020 Equity Plan (the “Plan”) effective as of April 6, 2020, which was approved by the Company’s stockholders at the Company’s annual meeting on June 8, 2020. The Plan w

August 18, 2023 8-K

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): August 17, 2023 CNS Pharmaceutica

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): August 17, 2023 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizat

August 15, 2023 EX-3.1

Amended and Restated Bylaws of CNS Pharmaceuticals, Inc.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CNS PHARMACEUTICALS, INC. ARTICLE I—OFFICES Section 1.01 Registered Office. The corporation shall maintain in the State of Nevada a registered office and a registered agent whose business office is identical with such registered office. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without th

August 15, 2023 8-K

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): August 11, 2023 CNS Pharmaceutica

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): August 11, 2023 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizat

August 14, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

August 14, 2023 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION 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.

August 14, 2023 EX-99.1

CNS Pharmaceuticals Reports Second Quarter 2023 Financial Results and Reiterates Upcoming Milestones Continued rapid pace of enrollment with ~75% of expected patients now enrolled in ongoing potentially pivotal study evaluating Berubicin for the trea

Exhibit 99.1 CNS Pharmaceuticals Reports Second Quarter 2023 Financial Results and Reiterates Upcoming Milestones Continued rapid pace of enrollment with ~75% of expected patients now enrolled in ongoing potentially pivotal study evaluating Berubicin for the treatment of GBM Topline data from interim analysis from ongoing Berubicin potentially pivotal study on track before year end HOUSTON, TX (Au

August 14, 2023 8-K

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): August 14, 2023 CNS Pharmaceutica

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): August 14, 2023 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizat

August 1, 2023 SC 13G

CNSP / Cns Pharmaceuticals Inc / Priebe Waldemar Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) CNS Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 18978H201 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

May 15, 2023 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION 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.

May 15, 2023 8-K

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): May 15, 2023 CNS Pharmaceuticals,

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): May 15, 2023 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

May 15, 2023 EX-99.1

CNS Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Corporate Update Enrollment in ongoing potentially pivotal study evaluating Berubicin for the treatment of GBM continues to rapidly progress toward planned interim analysis

Exhibit 99.1 CNS Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Corporate Update Enrollment in ongoing potentially pivotal study evaluating Berubicin for the treatment of GBM continues to rapidly progress toward planned interim analysis, expected in the third quarter of 2023 HOUSTON, TX (May 15, 2023) – CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) ("CNS" or the "Company"), a

May 8, 2023 EX-99.1

Bettina M. Cockroft, M.D., M.B.A., Pharmaceutical and Biotech Industry Veteran, Joins CNS Pharmaceuticals Board of Directors Brings over 30 years of significant biopharmaceutical industry experience and proven clinical development and operational exp

Exhibit 99.1 Bettina M. Cockroft, M.D., M.B.A., Pharmaceutical and Biotech Industry Veteran, Joins CNS Pharmaceuticals Board of Directors Brings over 30 years of significant biopharmaceutical industry experience and proven clinical development and operational expertise across multiple therapeutic disciplines worldwide HOUSTON, TX (May 8, 2023) – CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) ("CNS" or t

May 8, 2023 8-K

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): May 3, 2023 CNS Pharmaceuticals,

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): May 3, 2023 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)

May 1, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents 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, 2022 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:

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 Pharma

February 14, 2023 SC 13G

US18978H2013 / CNS PHARMACEUTICALS INC / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-cnsp123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CNS Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18978H201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

January 3, 2023 EX-99.1

CNS Pharmaceuticals Appoints Faith L. Charles, JD as Chair of the Board of Directors

Exhibit 99.1 CNS Pharmaceuticals Appoints Faith L. Charles, JD as Chair of the Board of Directors Over 30 years of deep life sciences industry experience with a wide range of expertise in corporate governance, capital markets, licensing and strategic collaborations HOUSTON, TX (January 3, 2023) ? CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) (?CNS? or the ?Company?), a biopharmaceutical company special

January 3, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 30, 2022 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

December 14, 2022 8-K

Other Events

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): December 13, 2022 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

December 5, 2022 424B4

147,000 Shares of Common Stock and Accompanying Common Warrants to Purchase up to 1,889,764 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 1,742,764 Shares of Common Stock Shares of Common Stock underlying the Prefunded Warrants and Com

Table of Contents Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-267975 147,000 Shares of Common Stock and Accompanying Common Warrants to Purchase up to 1,889,764 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 1,742,764 Shares of Common Stock Shares of Common Stock underlying the Prefunded Warrants and Common Warrants Placement Agent Warrants to Purchase Up to 94,4

December 1, 2022 8-K

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): November 30, 2022 CNS Pharmaceuti

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): November 30, 2022 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

December 1, 2022 EX-99.1

CNS Pharmaceuticals Announces Pricing of $6.0 Million Public Offering At a Premium to the Market Closing Price

Exhibit 99.1 CNS Pharmaceuticals Announces Pricing of $6.0 Million Public Offering At a Premium to the Market Closing Price HOUSTON, TX (November 30, 2022) – CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) (“CNS” or the “Company”), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced the

December 1, 2022 EX-10.3

Form of Warrant Amendment Agreement

Exhibit 10.3 November 30, 2022 Holder of Warrants to Purchase Common Stock issued on December 28, 2020 and January 10, 2022 Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the concurrent public offering on or about the date hereof (the “Offering”) by CNS Pharmaceuticals, Inc. (the “Company”) of its securities (collectively, the “Securities”). This letter confirms that,

December 1, 2022 EX-4.2

Form of Pre-Funded Warrant

Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc. Warrant Shares: Initial Exercise Date: December 5, 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

December 1, 2022 EX-4.1

Form of Warrant.

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc. Warrant Shares: Initial Exercise Date: [ ], 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial

December 1, 2022 EX-10.2

Form of Placement Agency Agreement

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT November 30, 2022 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $6,000,000of registered securities of the Company, including, but

December 1, 2022 EX-4.3

Form of Placement Agent Warrant

Exhibit 4.3 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc. Warrant Shares: Initial Exercise Date: December 5, 2022 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

December 1, 2022 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2022, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

November 28, 2022 EX-99.1

CNS Pharmaceuticals Announces Reverse Stock Split

Exhibit 99.1 CNS Pharmaceuticals Announces Reverse Stock Split HOUSTON, TX (November 28, 2022) ? CNS Pharmaceuticals, Inc. (NASDAQ: CNSP) (?CNS? or the ?Company?), a biopharmaceutical company specializing in the development of novel treatments for primary and metastatic cancers in the brain and central nervous system, today announced a 1-for-30 reverse split of its common stock, effective at 4:01

November 28, 2022 CORRESP

430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC

CORRESP 1 filename1.htm November 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 (Registration No. 333-267975) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in

November 28, 2022 CORRESP

CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 November 28, 2022

CORRESP 1 filename1.htm CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 November 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Attention: Doris Stacey Gama Re: CNS Pharmaceuticals, Inc. Registration Statement on Form S-1 Registration No. 333-267975 Ladies and Gentlemen: Pursuant to Rule 461 of the Securitie

November 28, 2022 S-1/A

As filed with the Securities and Exchange Commission on November 28, 2022.

Table of Contents As filed with the Securities and Exchange Commission on November 28, 2022.

November 28, 2022 EX-3.1

Certificate of Amendment to the Amended and Restated Articles of Incorporation of CNS Pharmaceuticals, Inc., filed with the Secretary of State of the State of Nevada

Exhibit 3.1 Filed in the Office of Secretary of State State Of Nevada Business Number E0354342017 - 0 Filing Number 20222774072 Filed On 11/23/2022 11:09:00 AM Number of Pages 3 1 DocuSign Envelope ID: 8C66BEE3 - B5EA - 45DE - B7E3 - EFA268059255 ,:.. \ ,i' - . ?." ,..I/ ) t . . .... . . .? '';,,'V,:c.,, BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 420

November 28, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): November 28, 2022 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiz

November 15, 2022 EX-4.8

Form of Common Warrant issued in November 2023 offering

Exhibit 4.8 COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc. Warrant Shares: Initial Exercise Date: [ ], 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?Initial

November 15, 2022 EX-4.7

Form of Pre-Funded Warrant issued in November 2022 offering

Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc. Warrant Shares: Initial Exercise Date: [ ], 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the dat

November 15, 2022 S-1/A

As filed with the Securities and Exchange Commission on November 15, 2022.

Table of Contents As filed with the Securities and Exchange Commission on November 15, 2022.

November 15, 2022 EX-4.9

Form of Placement Agent Warrant issued in November 2023 offering

Exhibit 4.9 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CNS Pharmaceuticals, Inc. Warrant Shares: Initial Exercise Date: [ ], 2022 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft

November 15, 2022 EX-10.21

Form of Placement Agent Agreement in November 2023 offering

Exhibit 10.21 PLACEMENT AGENCY AGREEMENT November [], 2022 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this ?Agreement?), CNS Pharmaceuticals, Inc., a Nevada corporation (the ?Company?), hereby agrees to sell up to an aggregate of $[] of registered securities of the Company, including, but not l

November 15, 2022 CORRESP

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November 15, 2022 ArentFox Schiff LLP 901 K Street NW Suite 700 Washington, DC 20006 202.

November 15, 2022 EX-10.20

Form of Securities Purchase Agreement

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of , 2022, between CNS Pharmaceuticals, Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set fo

November 10, 2022 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 O

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION 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.

October 24, 2022 EX-99.1

Prospectus Summary

Exhibit 99.1 Prospectus Summary This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the ?Risk Factors? section in this prospectus and under similar captions in the documents incorporated by ref

October 24, 2022 8-K

Financial Statements and Exhibits, Other Events

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): October 21, 2022 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organiza

October 21, 2022 S-1

As filed with the Securities and Exchange Commission on October 21, 2022.

Table of Contents As filed with the Securities and Exchange Commission on October 21, 2022.

October 21, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 cnsex107.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CNS Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate O

August 26, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): August 25, 2022 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizat

August 19, 2022 8-K

Other Events

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): August 18, 2022 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizat

August 16, 2022 8-K

Other Events

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): August 16, 2022 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizat

August 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 15, 2022 CNS Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39126 82-2318545 (State or other jurisdiction of incorporation or organizat

August 15, 2022 EX-99.1

CNS Pharmaceuticals Reports Second Quarter 2022 Financial Results and Provides Corporate Update Continued execution on clinical operations for potentially pivotal global trial evaluating Berubicin for the treatment of Glioblastoma Multiforme (“GBM”)

Exhibit 99.1 CNS Pharmaceuticals Reports Second Quarter 2022 Financial Results and Provides Corporate Update Continued execution on clinical operations for potentially pivotal global trial evaluating Berubicin for the treatment of Glioblastoma Multiforme (?GBM?) Enrollment progressing with 23 clincal trial sites open to-date of the 54 sites selected across the U.S., Italy, France, Spain, and Switz

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