CNS Pharmaceuticals, Inc. 10-K/A

 true to Amend Part III 2024 FY 0001729427

 0001729427

 2024-01-01
 2024-12-31

 0001729427

 2024-06-30

 0001729427

 2025-03-31

 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: 001-39126

 CNS Pharmaceuticals,
Inc.

 (Exact Name of Registrant as Specified in its
Charter)

 Nevada

 82-2318545

 (State or Other Jurisdiction of

 Incorporation or Organization)

 (I.R.S. Employer Identification No.)

 2100 West Loop South, Suite 900

 Houston, Texas 77027

 (Address of Principal Executive Offices) (Zip
Code)

 Registrant's Telephone Number, including
Area Code: 800 - 946-9185

 Securities registered pursuant to Section 12(b) of the Exchange
Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock

 CNSP

 The NASDAQ Stock Market LLC

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
periods as the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act. (check one)

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to § 240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the registrant's voting equity
held by non-affiliates of the registrant, computed by reference to the price at which the common stock was last sold as of the last business
day of the registrant's most recently completed second fiscal quarter, was $ 8.78 million. In determining the market value of the
voting equity held by non-affiliates, securities of the registrant beneficially owned by directors, officers and 10% or greater shareholders
of the registrant have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 The number of shares of the registrant's common stock outstanding
as of March 31, 2025 was 2,944,381.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY
NOTE

 CNS Pharmaceuticals,
Inc. is filing this Amendment No. 1 on Form 10-K/A, or this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024, or the Original 10-K, originally filed with the U.S. Securities and Exchange Commission, or SEC, on March 31, 2025,
or Original Filing Date, solely for the purpose of including the information required by Items 10 through 14 of Part III of Form 10-K.
This information was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the
information in the above referenced items to be incorporated in the Original 10-K by reference from our definitive proxy statement so
long as such proxy statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include
the Part III information in the Original Form 10-K because we will not file a definitive proxy statement containing such information
within 120 days after the end of the fiscal year covered by the Original 10-K.

 This Amendment
No. 1 amends and restates in their entirety Items 10 through 14 of the Original 10-K. Pursuant to Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, or the Exchange Act, this Amendment No. 1 also contains new certifications by the principal executive officer
and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is
amended to include the currently dated certifications of our principal executive officer and principal financial officer as exhibits.
Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure
with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition, because
no financial statements are included in this Amendment No. 1, new certifications of our principal executive officer and principal financial
officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with Amendment No. 1.

 Except as
described above, no other changes have been made to the Original 10-K. The Original 10-K continues to speak as of the date of the Original
10-K, and we have not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the
date of the Original 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K. Defined terms used,
but not defined, herein have the meanings ascribed to them in the Original 10-K.

 ITEM 10

 Directors, Executive Officers and Corporate Governance

 ITEM 11

 Executive Compensation

 ITEM 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM 13

 Certain Relationships and Related Transactions, and Director Independence

 ITEM 14

 Principal Accountant Fees and Services

 ITEM 15

 Exhibits, Financial Statement Schedules

 Exhibit Index

 Signatures

 Item 10.

 Directors, Executive Officers and Corporate Governance

 The following table sets forth
the names and ages of all of our directors and executive officers as of January 1, 2025. Our officers are appointed by, and serve at the
pleasure of, the Board of Directors.

 Name

 Age

 Position

 John M. Climaco

 Chief Executive Officer

 Christopher S. Downs

 Chief Financial Officer

 Sandra L. Silberman

 Chief Medical Officer

 Donald Picker

 Chief Science Officer

 Faith L. Charles

 Director and Chair of the Board of Directors

 Jerzy (George) Gumulka

 Director

 Jeffry R. Keyes

 Director

 Bettina Cockroft

 Director

 Amy Mahery

 Director

 Set forth below is biographical
information about each of the individuals named in the tables above:

 John M. Climaco, Esq.
– Chief Executive Officer and Director. Mr. Climaco joined CNS in September 2017 as its Chief Executive Officer. Mr. Climaco
has served in leadership roles in a variety of healthcare companies. From April 2015 to June 2017 Mr. Climaco served as the Executive
Vice-President of Perma-Fix Medical S.A where he managed the development of a novel method to produce Technitium-99. Mr. Climaco also
served as President and CEO of Axial Biotech, Inc., a DNA diagnostics company, from January 2003 to January 2013. In the process of taking
Axial from inception to product development to commercialization, Mr. Climaco created strategic partnerships with Medtronic, Johnson &
Johnson and Smith & Nephew. Mr. Climaco currently serves as a director of several public companies including Moleculin Biotech, Inc.,
a pharmaceutical company focused on anticancer drug candidates, where he has served since May 2017. Mr. Climaco served on the boards of
Digirad, Inc., a leading national provider of imaging services, from May 2012 until April 2020, and Birner Dental Management Services,
Inc., a provider of practice management services in the dental industry, since June 2017. Mr. Climaco also served as a director of PDI,
Inc., a provider of outsourced commercial services to pharma companies, in 2015, and InfuSystem Holdings, Inc., the largest supplier of
infusion services to oncologists in the U.S., from April 2012 to April 2014. Mr. Climaco obtained his Juris Doctorate Degree from the
University of California Hastings College of Law in San Francisco, CA in January 2000 and a Bachelor of Philosophy from Middlebury College
in Middlebury, VT, in May 1991. Mr. Climaco is active with the State Bar of Utah. We believe Mr. Climaco's history with our company,
coupled with his vast experience with development stage companies and his legal background provides him with the qualifications to serve
as a director.

 Christopher S. Downs,
CPA – Chief Financial Officer. Mr. Downs has served as our chief financial officer since the closing of our IPO in November
2019. From March 2018 until September 2019, Mr. Downs served as vice president of finance and treasurer of Innovative Aftermarket Systems,
L.P., a privately held provider of finance and insurance solutions. Mr. Downs served as director of finance (from June 2011 to September
2013), vice president and treasurer (October 2013 to August 2016), executive vice president and interim chief financial officer (August
2016 to May 2017), and executive vice president, interim chief financial officer and member of the office of the president (May 2017 to
March 2018) for InfuSystem Holdings, Inc., a supplier of infusion services to oncologists in the United States. Mr. Downs spent 10 years
in investment banking with various firms including Citigroup. Mr. Downs served as a director of EBET, Inc., a technology company developing
and operating platforms focused on esports and competitive gaming, from March 2021 to July 2024. Mr. Downs is a graduate of the United
States Military Academy at West Point where he earned his Bachelor of Science. Mr. Downs earned his MBA at Columbia Business School and
his Master of Science in Accounting at the University of Houston-Clear Lake. Mr. Downs is a Certified Public Accountant in Utah and Texas.

 Sandra L. Silberman,
MD PhD – Chief Medical Officer. Dr. Silberman joined CNS in December 2017. Dr. Silberman served as chief medical officer
for new products of Moleculin Biotech, Inc. from November 2017 to December 2024 on a part-time basis. Dr. Silberman advanced several original,
proprietary compounds into Phases I through III during her work with leading biopharmaceutical companies, including BristolMyers Squibb,
AstraZeneca, Imclone and Roche. Dr. Silberman is a Hematologist/Oncologist who earned her B.A., Sc. M. and Ph. D. from the Johns Hopkins
University School of Arts and Sciences, School of Public Health and School of Medicine, respectively, and her M.D. from Cornell University
Medical College, and then completed both a clinical fellowship in Hematology/Oncology as well as a research fellowship in tumor immunology
at the Brigham & Women' s Hospital and the Dana Farber Cancer Institute in Boston, MA. Dr. Silberman is currently devoting only
45% of her work time to us and provides services as needed to us.

 Donald Picker, PhD -
Chief Science Officer. Dr. Picker has served as our part-time chief science officer since June 2019. Dr. Picker has served as
the chief scientific officer of Moleculin Biotech, Inc. since August 2017 after serving as its chief operating officer from July 2015
until August 2017 and as its president from January 2016 to August 2017. In 2007, Dr. Picker became the chief executive officer of IntertechBio
Corp. From 2006 through 2007, Dr. Picker was the President of Tapestry Pharmaceuticals. From 1998 to 2003, Dr. Picker was CEO of Synergy
Pharmaceuticals. Synergy was merged into Callisto Pharmaceuticals where he was vice present of research and development until 2006. From
2017 to 2018, Dr. Picker served on our board of directors. Dr. Picker received his B.S. degree from Brooklyn Polytechnic University and
his PhD from SUNY Albany in 1975. Dr. Picker is currently devoting only 25% of his work time to us and provides services as needed to
us.

 Faith L. Charles, JD
– Director and Chair of the Board of Directors. Ms. Charles joined our board of directors on December 30, 2022 and currently
serves as chair of the board of directors. Ms. Charles has been a corporate transactions and securities partner at the law firm of Thompson
Hine, LLP, since 2010. She leads Thompson Hine's Life Sciences practice and co-heads the securities practice, advising public and
emerging biotech and pharmaceutical companies in the U.S. and internationally. Ms. Charles negotiates complex private and public financing
transactions, mergers and acquisitions, licensing transactions and strategic collaborations. She serves as outside counsel to a myriad
of life sciences companies and is known in the industry as an astute business advisor, providing valuable insights into capital markets,
corporate governance and strategic development. From 2018 until October 2021, Ms. Charles served on the board of directors and as a member
of the audit committee and chair of the compensation committee of Entera Bio, a publicly traded biotechnology company. She also serves
on the Board of Directors of several private life science companies. Ms. Charles founded the Women in Bio Metro New York chapter and chaired
the chapter for five years. She currently serves on the national board of Women in Bio. Ms. Charles is also a member of the board of Red
Door Community (formerly Gilda's Club New York City.) She has been recognized as a Life Sciences Star by Euromoney's LMG Life
Sciences, has been named a BTI Client Service All-Star, and was named by Crain's New York Business to the list of 2020 Notable Women
in the Law. Ms. Charles holds a JD degree from The George Washington University Law School and a B.A. in Psychology from Barnard College,
Columbia University. Ms. Charles is a graduate of Women in Bio's Boardroom Ready Program, an Executive Education Program taught
by The George Washington University School of Business. Ms. Charles' qualifications to serve on our Board include her leadership
skills and her vast legal experience representing companies in the biotech and pharmaceutical field.

 Jerzy (George) Gumulka,
PhD – Director. Dr. Gumulka joined our board of directors on November 8, 2017. Dr. Gumulka has been retired since 2016.
From 2001 until his retirement, he served as a Global Technology Manager ASC, a Technology Manager, Special Projects/New Technology Platforms,
Kraton Polymers US LLC, and a Technical Director of Kraton Polymers do Brasil. Prior to his employment at Shell Chemical Company and Kraton
Polymers US LLC, Dr. Gumulka worked at BioSpectrum, Inc. (aka IML) and was involved in the development and application of Human Immune
Interferon (INF-) and Interleukin-2 in the HIV-focused clinical studies and animal models. Dr. Gumulka co-authored patents on the
production and purification of INF- and Interleukin-2, and in the field of analytical chemistry, environmental and polymer science.
Dr. Gumulka is the recipient of the 2011 Presidential Green Chemistry Challenge Award. Dr. Gumulka served on the Board of Directors of
Moleculin LLC from 2010 through 2016. Dr. Gumulka received a Ph. D. from the University of Warsaw, Warsaw, Poland. We believe Dr. Gumulka's
technical knowledge and experience in the field of biochemistry coupled with his vast experience in corporate leadership provide him with
the qualifications to serve as a director.

 Jeffry R. Keyes –
Director. Mr. Keyes joined our board on June 25, 2018. Mr. Keyes is currently the Chief Financial Officer of Quantum-SI, Incorporated
(Nasdaq: QSI), a publicly-held proteomics company, a role that he has held since May 2023. From August 2022 to May 2023, Mr. Keyes was
the Chief Financial Officer of Spinal Elements, Inc., a private equity backed medical device company. From April 2018 to August 2022,
Mr. Keyes was the Chief Financial Officer of Custopharm, Inc., a private equity backed developer of generic sterile injectable pharmaceuticals.
From September 2012 to April 2018, Mr. Keyes was the Chief Financial Officer and Corporate Secretary of Digirad Corporation, a publicly
traded healthcare services and medical device company. From August 2011 until September 2012, Mr. Keyes was Corporate Controller of Sapphire
Energy, Inc., a venture capital backed start-up renewable energy company. From April 2011 to August 2011, Mr. Keyes was the Corporate
Controller of Advanced BioHealing, Inc., a venture backed provider of regenerative medicine solutions, until its sale to Shire, PLC in
August 2011. Prior to April 2011 Mr. Keyes held a variety of leadership roles in healthcare and medical device companies in finance, accounting,
and M&A support, and he started his career in public accounting. Mr. Keyes earned a B.A. degree in accounting from Western Washington
University and is a certified public accountant licensed by the Washington State Board of Accountancy. Mr. Keyes is considered a financial
expert under relevant rules of the SEC, the NYSE and Nasdaq. We believe Mr. Keyes' financial knowledge and experience, which qualify
him as an Audit Committee Financial Expert, coupled with his vast experience in corporate leadership provides him with the qualifications
to serve as a director.

 Bettina M. Cockroft,
MD – Director. Dr. Cockroft joined our board on May 3, 2023. From September 2019 to May 2023, Dr. Cockroft was Senior
Vice President and Chief Medical Officer of Sangamo Therapeutics, Inc., a publicly-held biotechnology company, where she oversaw clinical
development activities and operations. She has over 20 years of experience in the biopharmaceutical industry and has worked across multiple
therapeutic areas and led programs in several countries. Prior to joining Sangamo, Dr. Cockroft served on the senior leadership team at
Cytokinetics, Inc., a publicly-held biopharmaceutical company, where she was responsible for clinical development of fast skeletal muscle
troponin activators in diseases such as Amyotrophic Lateral Sclerosis and Spinal Muscular Atrophy. She served as Vice President, Clinical
Research, Neurology, at Cytokinetics from August 2017 to September 2019. From October 2016 to July 2017, Dr. Cockroft served as a pharmaceutical
executive consultant, and before that, from September 2013 to September 2016, she served as Chief Medical Officer of Auris Medical AG,
a biopharmaceutical company, where she led and grew the clinical development team responsible for two Phase 3 programs. Dr. Cockroft also
held roles of increasing responsibility at Merck Serono S.A., Novartis Consumer Health and Menarini Ricerche earlier in her career. Dr.
Cockroft has served as a member of the board of directors of Annexon, Inc. since January 2022. Dr. Cockroft received a M.B.A. from MIT
Sloan School of Management and a M.D. from the University of Genova. We believe Dr. Cockroft's extensive experience in the biotechnology
field provides her with the qualifications to serve as a director.

 Amy Mahery – Director.
Ms. Mahery joined our board on February 1, 2024. Since February 2025, Ms. Mahery has served as Chief Marketing Officer of Moderna, Inc.
From August 2022 until February 2025, Ms. Mahery served as Chief Commercial Officer of Roivant Sciences. From 2021 until July 2022, Ms.
Mahery served as Senior Vice President, Global Franchise Head – Neurology & Immunology for EMD Serono, Inc. and from 2019 until
2021 Ms. Mahery served as Senior Vice President, Head – Global Market Access and Pricing for EMD Serono, Inc. Ms. Mahery holds a
B.S. degree from Trinity College-Hartford. We believe Ms. Mahery's extensive experience in the biopharmaceuticals industry provides
her with the qualifications to serve as a director.

 No director is related to
any other director or executive officer of our company or our subsidiaries, and there are no arrangements or understandings between a
director and any other person pursuant to which such person was elected as director.

 Code of Ethics

 Our Board of Directors has
adopted a written Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website
(www.cnspharma.com) under "Governance Documents" within the "Corporate Governance" section. We intend to satisfy
the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of this Code and by posting
such information on the website address and location specified above.

 Nomination of Director Candidates

 We receive suggestions for
potential director nominees from many sources, including members of the Board, advisors, and stockholders. Any such nominations, together
with appropriate biographical information, should be submitted to the Chairperson of the Nominating and Corporate Governance Committee
in the manner discussed below. Any candidates submitted by a stockholder or stockholder group are reviewed and considered in the same
manner as all other candidates.

 Qualifications for consideration
as a Board nominee may vary according to the particular areas of expertise being sought as a complement to the existing board composition.
However, minimum qualifications include high level leadership experience in business activities, breadth of knowledge about issues affecting
the Company, experience on other boards of directors, preferably public company boards, and time available for meetings and consultation
on Company matters. Our Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of
diversity in identifying director candidates, but seeks a diverse group of candidates who possess the background, skills and expertise
to make a significant contribution to the Board, to the Company and our stockholders. Candidates whose evaluations are favorable are recommended
by our Nominating and Corporate Governance Committee to the full Board for consideration. The full Board selects and recommends candidates
for nomination as directors for stockholders to consider and vote upon at the annual meeting.

 A stockholder wishing to nominate
a candidate for election to our Board of Directors at any annual meeting at which the Board of Directors has determined that one or more
directors will be elected must submit a written notice of his or her nomination of a candidate to the Chairperson of the Nominating and
Corporate Governance Committee (c/o the Corporate Secretary), providing the candidates name, biographical data and other relevant
information together with a consent from the nominee. Pursuant to our Bylaws, the submission must be received at our principal executive
offices 120 days prior to the anniversary date of the mailing date of our previous year's proxy statement so as to permit the Board
of Directors time to evaluate the qualifications of the nominee.

 We have employed an executive
search firm to locate additional qualified candidates for director positions.

 Board Committees

 We established a Nominating
and Corporate Governance Committee, an Audit Committee and a Compensation Committee. Our Board of Directors has adopted and approved a
charter for each of these standing committees. The charters, which include the functions and responsibilities of each of the committees,
can be found in the "Investors - Corporate Governance" section on our web site at www.cnspharma.com.

 Audit Committee. The
members of the Audit Committee are Mr. Keyes (Chair), Ms. Charles and Ms. Mahery. Each member of the Audit Committee is independent as
defined by the Nasdaq Rules. In addition, each member of the Audit Committee satisfies the additional requirements of the SEC and Nasdaq
Rules for audit committee membership, including the additional independence requirements and the financial literacy requirements. The
Board has determined that at least one member of the Audit Committee, Mr. Keyes, is an "audit committee financial expert"
as defined in the SEC's rules and regulations. The primary purpose of the Audit Committee is to oversee the quality and integrity
of our accounting and financial reporting processes and the audit of our financial statements. The Audit Committee is responsible for
selecting, compensating, overseeing and terminating the selection of our independent registered public accounting firm.

 Nominating and Corporate
Governance Committee. The members of the Nominating and Corporate Governance Committee are Dr. Cockroft (Chair) and Ms. Charles. Each
member of the Nominating and Corporate Governance Committee is independent as defined by Nasdaq Rules. The primary functions and responsibilities
of the Nominating and Corporate Governance Committee are to: (a) determine the qualifications, qualities, skills, and other expertise
required to be a director; (b) identify and screen individuals qualified to become members of the Board; (c) make recommendations to the
Board regarding the selection and approval of the nominees for director; and (d) review and assess the adequacy of our corporate governance
policies and procedures.

 Compensation Committee.
The members of the Compensation Committee are Ms. Mahery (Chair), Dr. Gumulka and Dr. Cockroft. Each member of the Compensation Committee
is independent as defined by Nasdaq Rules.

 The Compensation Committee
is responsible for, among other things, reviewing and making recommendations to the Board of Directors with respect to the annual compensation
for our Chief Executive Officer. The Compensation Committee also is responsible for reviewing and making recommendations to the Board
of Directors the annual compensation and benefits for our other executive officers. The Compensation Committee also, among other things,
reviews compensation of the Board, reviews and makes recommendations on all new executive compensation programs that are proposed for
adoption and administers the Company's equity incentive plans. The Compensation Committee is responsible for reviewing director
compensation for service on the Board and Board committees at least once a year and to recommend any changes to the Board.

 Our Chief Executive Officer
reviews the performance of our other executive officers (other than himself) and, based on that review, our Chief Executive Officer makes
recommendations to the Compensation Committee about the compensation of executive officers (other than himself). Our Chief Executive Officer
does not participate in any deliberations or approvals by the Board or the Compensation Committee with respect to his own compensation.

 Nomination of Director Candidates

 We receive suggestions for
potential director nominees from many sources, including members of the Board, advisors, and stockholders. Any such nominations, together
with appropriate biographical information, should be submitted to the Chairperson of the Nominating and Corporate Governance Committee
in the manner discussed below. Any candidates submitted by a stockholder or stockholder group are reviewed and considered in the same
manner as all other candidates.

 Qualifications for consideration
as a Board nominee may vary according to the particular areas of expertise being sought as a complement to the existing board composition.
However, minimum qualifications include high level leadership experience in business activities, breadth of knowledge about issues affecting
the Company, experience on other boards of directors, preferably public company boards, and time available for meetings and consultation
on Company matters. Our Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of
diversity in identifying director candidates, but seeks a diverse group of candidates who possess the background, skills and expertise
to make a significant contribution to the Board, to the Company and our stockholders. Candidates whose evaluations are favorable are recommended
by our Nominating and Corporate Governance Committee to the full Board for consideration. The full Board selects and recommends candidates
for nomination as directors for stockholders to consider and vote upon at the annual meeting.

 A stockholder wishing to nominate
a candidate for election to our Board of Directors at any annual meeting at which the Board of Directors has determined that one or more
directors will be elected must submit a written notice of his or her nomination of a candidate to the Chairperson of the Nominating and
Corporate Governance Committee (c/o the Corporate Secretary), providing the candidates name, biographical data and other relevant
information together with a consent from the nominee. Pursuant to our Amended and Restated Bylaws, the submission must be received at
our principal executive offices 120 days prior to the anniversary date of the mailing date of our previous year's proxy statement
so as to permit the Board of Directors time to evaluate the qualifications of the nominee.

 In 2022 and 2023, we employed
and paid executive search firms to assist us in locating qualified candidates for director positions as the Board sought to expand and
diversify its membership. Ms. Charles, Dr. Cockroft and Ms. Mahery were identified through the search firms.

 In addition to satisfying
the foregoing requirements under our Amended and Restated Bylaws, stockholders who intend to solicit proxies in support of director nominees
other than our nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act to comply with the universal
proxy rules. The requirements under the universal proxy rules are in addition to the applicable procedural requirements under our Amended
and Restated Bylaws described above.

 Stockholder Communications with Directors

 Persons wishing to write to
our Board of Directors, or to a specified director or committee of the Board, should send correspondence to the Corporate Secretary at
2100 West Loop South, Suite 900, Houston, TX 77027. Electronic submissions of stockholder correspondence will not be accepted.

 The Corporate Secretary will
forward to the directors all communications that, in his or her judgment, are appropriate for consideration by the directors. Examples
of communications that would not be appropriate for consideration by the directors include commercial solicitations and matters not relevant
to the stockholders, to the functioning of the Board or to the affairs of CNS. Any correspondence received that is addressed generically
to the Board of Directors will be forwarded to the Chairperson of the Board.

 Insider Trading Policy

 Our Board has adopted an
Insider Trading Policy that applies to all of our directors, executive officers, and employees. The policy attempts to establish standards
that will avoid even the appearance of improper conduct on the part of insiders by requiring, among other things, that insiders maintain
the confidentiality of information about the Company and to not engage in transactions in the Company's securities while aware of
material nonpublic information. Our Insider Trading Policy is available on the "Investors - Governance - Governance Documents"
section of our web site at www.cnspharma.com

 Anti-Hedging Policy

 Our policies prohibit directors, officers and
other employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange
funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value
of our equity securities without our prior approval.

 Code of Ethics

 We have adopted a written
code of ethics that applies to our directors, principal executive officer, principal financial officer, principal accounting officer or
controller and any persons performing similar functions. The code of ethics is on the "Investors - Governance - Governance Documents"
section of our web site at www.cnspharma.com. We intend to disclose any future amendments to, or waivers from, the code of ethics within
four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange
Act requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership
and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish
us with copies of all Section 16(a) forms they file.

 SEC regulations require us
to identify in this Form 10-K/A anyone who filed a required report late during the most recent fiscal year. Based solely on our review
of copies of such forms that we have received, or written representations from reporting persons, except as set forth below, we believe
that during fiscal 2024, all executive officers, directors and greater than 10% stockholders complied with all applicable SEC filing requirements:
(i) one Form 4 reporting one transaction filed by each of John Climaco, Christopher Downs, Amy Mahery, Carl Evans, and Jerzy Gumulka on
February 6, 2024, which was due on February 5, 2024, and (ii) one Form 4 reporting one transaction filed by Cortice Biosciences, Inc.
as a 10% stockholder on August 6, 2024, which was due on August 2, 2024.

 Item 11.

 Executive Compensation

 Executive Officer Compensation

 Our named executive officers
for the years ended December 31, 2024 and 2023, which consist of our principal executive officer and our two other most highly compensated
executive officers, are: (i) John Climaco, our chairman and chief executive officer; (ii) Chris Downs, our chief financial officer; and
(ii) Sandra Silberman, our chief medical officer.

 Summary Compensation Table – 2024

 Name and Principal Position

 Year

 Salary

($)

 Stock

Awards

($) (1)

 Option

Award

($) (1)

 Nonequity incentive plan compensation

 Total

($)

 John Climaco, Chief Executive Officer

 2024

 525,000

 –

 292,817

 285,863

 1,103,680

 2023

 525,000

 20,688

 18,022

 60,638

 624,348

 Christopher Downs, Chief Financial Officer

 2024

 340,000

 –

 146,410

 134,640

 621,050

 2023

 340,000

 10,344

 9,011

 42,160

 401,515

 Sandra Silberman, Chief Medical Officer

 2024

 200,000

 –

 73,205

 88,436

 361,641

 2023

 200,000

 4,784

 4,168

 61,200

 270,152

 (1) Represents
the full grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond
to the actual value that may be realized by the named executive officer. Option awards for the 2024 calendar year were granted in March
2025 and option awards for 2023 were granted in April 2024.

 Narrative Disclosure to Summary Compensation Table

 We review compensation annually
for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider
compensation for comparable positions in the market, the individual executive's performance as compared to our expectations and
objectives, our desire to motivate our employees to achieve short and long-term results that are in the best interests of our stockholders
and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base
salary, bonus or long-term incentives. Our Compensation Committee typically reviews and discusses management's proposed compensation
with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion,
the Compensation Committee then determines the compensation for each executive officer. Our Compensation Committee, without members of
management present, discusses and ultimately approves the compensation of our executive officers.

 Annual Base Salary

 For 2024, the base salaries
for Mr. Climaco, Mr. Downs, and Dr. Silberman did not change from the prior year and were $525,000, $340,000, and $200,000, respectively.
For 2025, the compensation committee of the board of directors increased the base salaries for Mr. Climaco, Mr. Downs, and Dr. Silberman
to $580,000, $450,000 and $495,000, respectively.

 Annual Bonus and Non-Equity Incentive Plan Compensation

 We seek to motivate and reward
our executives for achievements relative to our corporate goals and objectives for each fiscal year. For the 2024 compensation year, the
target bonus for Mr. Climaco, Mr. Downs and Dr. Silberman were 55%, 40%, and 40%, respectively, of their base salary.

 The actual performance-based
annual bonus paid is calculated by multiplying the executive's annual base salary, target bonus percentage, the percentage attainment
of the corporate goals established by the Board for such year. However, the Compensation Committee is not required to calculate bonuses
in this manner and retains discretion in the amounts it awards and the factors it takes into consideration in determining bonus amounts.
At the end of the year, the Compensation Committee reviews our performance against our goals and objectives and approves the extent to
which we achieved each of our corporate goals and objectives, and, for each named executive officer, the amount of the bonus awarded.

 For 2024, bonuses were awarded
based on our achievement of specified corporate goals, including our ability to maintain sufficient funding, certain intellectual property
development goals, and preparatory activities for submission of a New Drug Application for Berubicin. Based on the level of achievement,
our Compensation Committee awarded Mr. Climaco, Mr. Downs and Dr. Silberman 99%, 99% and 99.5% of their potential bonuses for 2024. These
actual bonus amounts are reflected in the "Non-Equity Incentive Plans" column of the Summary Compensation Table above.

 For 2025, bonuses will be
awarded at the discretion of the board of directors based on our achievement of specified corporate goals.

 Long-Term Incentives

 Each year our Compensation
Committee provides for equity grants to each of our named executive officers to provide for long-term performance incentive. On March
11, 2025, the Compensation Committee recommended, and the Board approved such recommendation, equity grants for service in 2024 from the
Stock Plan, subject to shareholder approval to increase the number of shares underlying the Stock Plan, a total of options to purchase
204,973 shares of common stock at an exercise price of $2.53 that vest over 2 years.

 Recoupment Policy

 We adopted the CNS Pharmaceuticals,
Inc. Dodd-Frank Restatement Recoupment Policy effective as of October 2, 2023. In the event that we are required to prepare a financial
restatement, the Committee will recoup all erroneously awarded incentive-based compensation calculated on a pre-tax basis received after
October 2, 2023, by a person (i) after beginning service as an executive officer, (ii) who served as an executive officer at any time
during the performance period for that incentive-based compensation, and (iii) during the three completed fiscal years immediately preceding
the date that the Company is required to prepare a Restatement, and any transition period (that results from a change in the Company's
fiscal year) of less than nine months within or immediately following those three completed fiscal years. "clawback" or recoupment
policy in our executive compensation program contributes to creating and maintaining a culture that emphasizes integrity and accountability
and reinforces the performance-based principles underlying our executive compensation program.

 Employment Agreements

 John Climaco

 On September 1, 2017, we entered
into an employment agreement with John Climaco pursuant to which Mr. Climaco agreed to serve as our Chief Executive Officer commencing
on such date for an initial term of three years. On September 1, 2020, we entered into an amendment to the employment agreement. The amendment
extends the term of employment under the employment agreement for additional twelve-month periods, unless and until either the Company
or Mr. Climaco provides written notice to the other party not less than sixty days before such anniversary date that such party is electing
not to extend the term. If the Company provides notice of its election not to extend the term, Mr. Climaco may terminate his employment
at any time prior to the expiration of the term by giving written notice to the Company at least thirty days prior to the effective date
of termination, and upon the earlier of such effective date of termination or the expiration of the term, Mr. Climaco shall be entitled
to receive the same severance benefits as are provided upon a termination of employment by the Company without cause. Pursuant to the
amendment, the severance benefits shall be twelve months of Mr. Climaco's base salary. Such severance payment shall be made in a
single lump sum sixty days following the termination, provided that Mr. Climaco has executed and delivered to the Company, and has not
revoked a general release of the Company.

 Other Executive Arrangements

 On June 28, 2019, we entered
into employment letters with Drs. Silberman and Picker. Dr. Silberman agreed to commit 50% of her time to our matters and Dr. Picker agreed
to commit 25% of his time to our matters. As of January 1, 2025, Dr. Silberman is devoting 100% of her time to our matters.

 Outstanding Equity Awards

 The following table sets forth
certain information concerning our outstanding options for our named executive officers on December 31, 2024.

 Outstanding Equity Awards
At Fiscal Year-End —2024

 Option Awards

 Stock Awards

 Grant Date of Equity

 Number of Securities Underlying Unexercised Options (#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable

 Option Exercise

 Option Expiration

 Number of shares or units of stock that have not vested

 Market value of shares of units of stock that have not vested

 Name

 Award

 (1)

 (1)

 Price

 Date

 (#)

 ($)(3)

 John Climaco

 4/7/2024

 646.50

 4/7/2034

 3/29/2023

 2,490.00

 3/27/2023

 4/28/2022

 2/5/2021

 252,000.00

 2/5/2031

 6/28/2019

 –

 150,000.00

 6/28/2029

 Christopher Downs

 4/7/2024

 646.50

 4/7/2034

 3/29/2023

 2,490.00

 3/27/2023

 4/28/2022

 2/5/2021

 –

 252,000.00

 2/5/2031

 11/13/2019

 –

 300,000.00

 6/28/2029

 Sandra Silberman

 4/7/2024

 646.50

 4/7/2034

 3/29/2023

 2,490.00

 3/27/2023

 4/28/2022

 2/5/2021

 –

 252,000.00

 2/5/2031

 6/28/2019

 –

 150,000.00

 6/28/2029

 12/22/2017

 –

 3,375.00

 12/22/2027

 (1) The shares underlying the options vest in equal annual installments over a four-year period (i.e., one-quarter of each grant vests on the first, second, third and fourth anniversary of the grant date).

 (2) Consists of restricted stock unit awards that vest as follows:

 •

 25% of the RSU grant will vest in four (4) equal annual installments over 4 years, provided officer is serving in such position on each vesting date;

 •

 25% of the RSU grant will vest if within 24 months from grant the average the closing price of the Company's common stock over a ten trading day period exceeds $60.00 (subject to pro rata adjustment for stock splits or similar events);

 •

 25% of the RSU grant will vest if within 36 months from grant the average the closing price of the Company's common stock over a ten trading day period exceeds $120.00 (subject to pro rata adjustment for stock splits or similar events);

 •

 25% of the RSU grant will vest if within 24 months from issuance the Company achieves "Positive Interim, Clinical Data" as defined by the Board of Directors.

 (3) Based on the closing price of our common stock on December 31, 2024 of $6.02.

 Director Compensation

 The following table sets forth
the total compensation earned by our non-employee directors in 2024 (Mr. Climaco did not earn additional compensation during 2024 for
his services on the Board, and his compensation is fully reflected in the "—Summary Compensation Table" above):

 Fees

 Options

 Stock

 Total

 Name (1)

 earned or paid ($)

 Awards ($)

 Awards ($)

 Total ($)

 Faith Charles

 78,882

 –

 –

 78,882

 Jeff Keyes

 59,750

 –

 –

 59,750

 Bettina Cockroft

 52,875

 –

 –

 52,875

 Jerzy Gumulka

 50,925

 –

 –

 50,925

 Carl Evans

 15,290

 –

 –

 15,290

 Andy Andraczke

 11,375

 –

 –

 11,375

 Amy Mahery

 46,828

 –

 –

 46,828

 (1) As of December 31, 2024, the aggregate number
of shares outstanding under all options to purchase our common stock and stock awards held by our non-employee directors were: Dr. Gumulka
– 13 shares underlying options and 7 shares underlying restricted stock units; Mr. Keyes – 26 shares underlying options and
7 shares underlying restricted stock units; Ms. Charles – 19 shares underlying options and 7 shares underlying restricted stock
units; Ms. Cockroft – 13 shares underlying options and 7 shares underlying restricted stock units; and Ms. Mahery – 8 shares
underlying options and 7 shares underlying restricted stock units.

 In March 2024, our compensation
committee recommended to our Board and our Board approved the following policy to become effective April 1, 2024 for compensating non-employee
members of the Board. Each independent director shall receive annual cash compensation of $40,000. In addition, the chairperson of the
Audit Committee, Compensation Committee and Nominating and Governance Committee shall receive an annual compensation of $15,000, $12,000
and $8,000, respectively; the other members of such committees shall receive an annual compensation of $7,500, $6,000 and $4,000, respectively;
and the Chair of the Board of Directors shall receive annual compensation of $30,000. In addition, each Outside Director shall receive
$2,500 attendance at face-to-face board meetings (no compensation for telephonic or video-conference meetings).

 Recoupment Policy

 We adopted the CNS Pharmaceuticals,
Inc. Dodd-Frank Restatement Recoupment Policy effective as of October 2, 2023. In the event that we are required to prepare a financial
restatement, the Committee will recoup all erroneously awarded incentive-based compensation calculated on a pre-tax basis received after
October 2, 2023, by a person (i) after beginning service as an executive officer, (ii) who served as an executive officer at any time
during the performance period for that incentive-based compensation, and (iii) during the three completed fiscal years immediately preceding
the date that the Company is required to prepare a restatement, and any transition period (that results from a change in the Company's
fiscal year) of less than nine months within or immediately following those three completed fiscal years. "Clawback" or recoupment
policy in our executive compensation program contributes to creating and maintaining a culture that emphasizes integrity and accountability
and reinforces the performance-based principles underlying our executive compensation program.

 Granting of Certain Equity Awards Close in Time to the Release of
Material Nonpublic Information

 We do not grant equity awards in anticipation of
the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the
public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named
executive officer or director during the period beginning four business days before and ending one business day after the filing of a
period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure
of material nonpublic information for the purpose of affecting the value of executive compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The following table sets forth
information, as of April 11, 2025, regarding beneficial ownership of our common stock by:

 •

 each of our directors;

 •

 each of our named executive officers;

 •

 all directors and officers as a group; and

 •

 each person, or group of affiliated persons, known by us to beneficially own more than five percent of our shares of common stock.

 Beneficial ownership is determined
according to the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she possesses sole
or shared voting or investment power of that security and includes options that are currently exercisable or exercisable within 60 days.
Each director or officer, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise
indicated, we believe that the beneficial owners of common stock listed below, based on the information each of them has given to us,
have sole investment and voting power with respect to their shares, except where community property laws may apply. Except as otherwise
noted below, the address for each person or entity listed in the table is c/o CNS Pharmaceuticals, Inc., 2100 West Loop South, Suite 900,
Houston, TX 77027.

 Name and address of beneficial owner

 Shares Beneficially

Owned

 Percentage of Class (1)

 John Climaco

 268 (2)(3)

 *

 Christopher S. Downs

 112 (2)(4)

 *

 Sandra Silberman

 11 (2)(5)

 *

 Faith Charles

 26 (6)

 *

 Jerzy (George) Gumulka

 77 (7)

 *

 Jeffry R. Keyes

 33 (8)

 *

 Bettina Cockroft

 20 (9)

 *

 Amy Mahery

 15 (10)

 *

 Directors and Officers as a group (11 persons)

 *

 * Less than 1%.

 (1) Based on 2,944,381 shares of common stock
outstanding as of April 11, 2025.

 (2) The restricted stock units granted to Mr.
Climaco, Mr. Downs and Dr. Silberman vest, in part, on the achievement of certain stock price and clinical trial milestones. For purposes
of the above table, we have assume that the foregoing milestones have not been achieved until such time as the board of directors makes
a determination that they have been achieved. See "Item 11. Executive Compensation – Executive Officer Compensation –
Narrative Disclosure to Summary Compensation Table – Long-Term Incentives" for details on the foregoing restricted stock unit
grants.

 (3) Includes warrants to purchase 134 shares of
common stock which are exercisable within 60 days of April 11, 2025, options to purchase 33 shares of common stock which are exercisable
within 60 days of April 11, 2025 and 4 restricted stock units which have vested by April 11, 2025.

 (4) Includes warrants to purchase 54 shares of
common stock which are exercisable within 60 days of April 11, 2025, options to purchase 17 shares of common stock which are exercisable
within 60 days of April 11, 2025 and 4 restricted stock units which have vested by April 11, 2025.

 (5) Includes options to purchase 10 shares of
common stock which are exercisable within 60 days of April 11, 2025 and 1 restricted stock unit which have vested by April 11, 2025.

 (6) Includes options to purchase 19 shares of
common stock which are exercisable within 60 days of April 11, 2025 and 7 restricted stock unit which have vested by April 11, 2025.

 (7) Includes warrants to purchase 28 shares of
common stock which are exercisable within 60 days of April 11, 2025, options to purchase 19 shares of common stock which are exercisable
within 60 days of April 11, 2025 and 7 restricted stock units which have vested by April 11, 2025.

 (8) Includes options to purchase 26 shares of
common stock which are exercisable within 60 days of April 11, 2025 and 7 restricted stock unit which have vested by April 11, 2025.

 (9) Includes options to purchase 13 shares of
common stock which are exercisable within 60 days of April 11, 2025 and 7 restricted stock unit which have vested by April 11, 2025.

 (10) Includes options to purchase 8 shares of
common stock which are exercisable within 60 days of April 11, 2025 and 7 restricted stock unit which have vested by April 11, 2025.

 Securities Authorized for
Issuance under Equity Compensation Plans

 The following
table sets forth information regarding our equity compensation plans at December 31, 2024:

 Plan category

 Number of securities to be issued upon exercise
 of outstanding options,

 warrants and rights

 (a)

 Weighted-average exercise price of

 outstanding options, warrants and rights

 (b)

 Number of securities (by class) remaining available
 for future issuance under equity compensation

 plans (excluding securities reflected in column
 (a))

 (c)

 Equity compensation plans approved by security holders (1)

 $

 $23,561.31

 1,369

 (1) Represents shares of common stock issuable upon exercise of outstanding stock options and rights under our 2017 and 2020 Stock Plans.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Policies and Procedures for Related Party Transactions

 Our audit committee charter
provides that our audit committee is responsible for reviewing and approving in advance any related party transaction. This will cover,
with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship,
or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved
exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases
of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees
of indebtedness and employment by us of a related person. In determining whether to approve a proposed transaction, our Audit Committee
will consider all relevant facts and circumstances including: (i) the materiality and character of the related party's direct or
indirect interest; (ii) the commercial reasonableness of the terms; (iii) the benefit or perceived benefit, or lack thereof, to us; (iv)
the opportunity cost of alternate transactions; and (v) the actual or apparent conflict of interest of the related party.

 Director Independence

 The rules of the Nasdaq Stock
Market, or the Nasdaq Rules, require a majority of a listed company's board of directors to be composed of independent directors.
In addition, the Nasdaq Rules require that, subject to specified exceptions, each member of a listed company's audit, compensation
and nominating and governance committees be independent. Under the Nasdaq Rules, a director will only qualify as an independent director
if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. The Nasdaq Rules also require that audit committee members satisfy independence
criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered
independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity
as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting,
advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed
company or any of its subsidiaries. In considering the independence of compensation committee members, the Nasdaq Rules require that our
board of directors must consider additional factors relevant to the duties of a compensation committee member, including the source of
any compensation we pay to the director and any affiliations with our company.

 Our board of directors undertook
a review of the composition of our board of directors and its committees and the independence of each director. Based upon information
requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our
board of directors has determined that each of our directors, with the exception of Mr. Climaco, are independent as defined under the
Nasdaq Rules.

 Item 14.

 Principal Accounting Fees and Services

 Aggregate fees for professional
services rendered by MaloneBailey, LLP for their services for the fiscal years ended December 31, 2024 and 2023, respectively, were
as follows:

 2024

 2023

 Audit Fees

 $
 99,000

 $
 90,000

 Audit-related fees

 134,000

 16,000

 Tax fees

 All other fees

 TOTAL

 $
 233,000

 $
 106,000

 Audit Fees

 Audit fees represent the aggregate fees billed
for professional services rendered by our independent accounting firm for the audit of our annual financial statements, review of financial
statements included in our quarterly reports, review of registration statements or services that are normally provided in connection with
statutory and regulatory filings or engagements for those fiscal years.

 Audit-Related Fees

 Audit-related fees represent the aggregate fees
billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements
and are not reported under Audit Fees.

 Tax Fees

 Tax fees represent the aggregate fees billed for
professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning for such years.

 All Other Fees

 All other fees represent the aggregate fees billed
for products and services other than the services reported in the other categories.

 Audit Committee Pre-Approval Policies and Procedures

 The Audit Committee on an annual basis reviews
audit and non-audit services performed by the independent auditors. All audit and non-audit services are pre-approved by the Audit Committee,
which considers, among other things, the possible effect of the performance of such services on the auditors' independence.

 Item 15.

 Exhibits, Financial Statement Schedules

 (a) The
following documents are filed or furnished as part of this Form 10-K:

 1. Financial
Statements. Reference is made to the Index to Financial Statements under Item 8, Part II hereof.

 2. Financial
Statement Schedules. The Financial Statement Schedules have been omitted either because they are not required or because the information
has been included in the financial statements or the notes thereto included in this Annual Report on Form 10-K.

 3. Exhibits

 EXHIBIT INDEX

 Exhibit
 Number

 Description of Document

 3.1

 Amended and Restated Articles of Incorporation of CNS Pharmaceuticals, Inc. (filed as exhibit 2.1 to the Company's Form 1-A file no. 024-10855)

 3.2

 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 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on November 28, 2022)

 3.3

 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 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on May 3, 2024)

 3.4

 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 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on June 5, 2024)

 3.5

 Amended and Restated Bylaws of CNS Pharmaceuticals, Inc. (filed as exhibit 3.1 to the Company's Form 8-K filed August 15, 2023)

 4.1 *

 Description of Securities of CNS Pharmaceuticals, Inc.

 4.2

 Form of Warrant issued in January 2022 offering (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on January 6, 2022)

 4.3

 Form of Common Warrant issued in November 2023 offering (filed as exhibit 4.8 to the Company's Form S-1 file no. 333-267975)

 4.4

 Form of Placement Agent Warrant issued in November 2023 offering (filed as exhibit 4.9 to the Company's Form S-1 file no. 333-267975)

 4.5

 Form of Inducement Warrant issued in October 2023 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on October 17, 2023)

 Exhibit
 Number

 Description of Document

 4.6

 Form of Series A Common Warrant issued January 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on February 2, 2024)

 4.7

 Form of Series B Common Warrant issued January 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Commission on February 2, 2024)

 4.8

 Form of Pre-Funded Warrant issued January 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Commission on February 2, 2024)

 4.9

 Form of Warrant issued June 14 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Commission on June 14, 2024)

 4.9

 Form of Pre-Funded Warrant issued June 14 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on June 14, 2024)

 4.10

 Form of Warrant issued June 26 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on June 26, 2024)

 4.11

 Form of Warrant issued July 3 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on July 3, 2024)

 4.12

 Form of Pre-Funded Warrant issued October 23 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on October 24, 2024)

 10.1

 Amended And Restated Patent License Agreement effective as of December 28, 2017 between CNS Pharmaceuticals, Inc. and Houston Pharmaceuticals, Inc. (filed as exhibit 6.1 to the Company's Form 1-A file no. 024-10855)

 10.2

 Collaboration and Asset Purchase Agreement between CNS Pharmaceuticals, Inc. and Reata Pharmaceuticals, Inc. dated November 21, 2017 (filed as exhibit 6.2 to the Company's Form 1-A file no. 024-10855)

 10.3 **

 2017 Stock Plan of CNS Pharmaceuticals, Inc. (filed as exhibit 6.3 to the Company's Form 1-A file no. 024-10855)

 10.4 **

 Employment Agreement between CNS Pharmaceuticals, Inc. and John M. Climaco dated September 1, 2017 (filed as exhibit 6.4 to the Company's Form 1-A file no. 024-10855)

 10.5

 Sublicense Agreement between CNS Pharmaceuticals, Inc. and WPD Pharmaceuticals, Inc. dated August 30, 2018 (filed as exhibit 6.6 to the Company's Form 1-A Amendment file no. 024-10855)

 10.6

 Sublicense Agreement between CNS Pharmaceuticals, Inc. and Animal Life Sciences, LLC. dated August 31, 2018 (filed as exhibit 6.7 to the Company's Form 1-A Amendment file no. 024-10855)

 10.7 **

 Employment Letter between CNS Pharmaceuticals, Inc. and Donald Picker (filed as exhibit 10.8 to the Company's Form S-1 Amendment file no. 333-232443)

 Exhibit
 Number

 Description of Document

 10.8 **

 Employment Letter between CNS Pharmaceuticals, Inc. and Sandra Silberman (filed as exhibit 10.9 to the Company's Form S-1 Amendment file no. 333-232443)

 10.9 **

 Employment Agreement between CNS Pharmaceuticals, Inc. and Christopher Downs (filed as exhibit 10.10 to the Company's Form S-1 Amendment file no. 333-232443)

 10.10 **

 2020 Stock Plan of CNS Pharmaceuticals, Inc. (as amended) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on May 3, 2024)

 10.11**

 Amendment to Employment Agreement between CNS Pharmaceuticals, Inc. and John Climaco dated September 1, 2020 (filed as exhibit 99.1 to the Company's Form 8-K filed September 4, 2020)

 10.12

 Non-Employee Director Compensation Policy effective July 15, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the Commission on August 12, 2022)

 10.13

 Form of Placement Agent Agreement in November 2023 offering (filed as exhibit 10.21 to the Company's Form S-1 file no. 333-267975)

 10.14

 Form of Securities Purchase Agreement in January 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on February 2, 2024)

 10.15

 Form of Amendment to Common Stock Warrants (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on February 2, 2024)

 10.15

 Form of Securities Purchase Agreement in June 14 2024 offering (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on June 14, 2024)

 10.16

 Financial Advisory Agreement between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on June 14, 2024)

 10.17

 Form of Securities Purchase Agreement in June 26 2024 offering (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on June 26, 2024)

 10.18

 Financial Advisory Agreement between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on June 26, 2024)

 10.19

 Form of Securities Purchase Agreement in July 3 2024 offering (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on July 3, 2024)

 10.20

 Financial Advisory Agreement between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on July 3, 2024)

 10.21

 Sales Agreement, dated July 26, 2024, by and between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Commission on July 26, 2024)

 Exhibit
 Number

 Description of Document

 10.22

 Form of Waiver and Consent (incorporated by reference
 to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on July 26, 2024)

 10.23

 Exclusive License Agreement between CNS Pharmaceuticals, Inc. and Cortice Biosciences, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on July 30, 2024)

 10.24

 Stock Purchase Agreement between CNS Pharmaceuticals, Inc. and Cortice Biosciences, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on July 30, 2024)

 10.25

 Form of Securities Purchase Agreement in October 23 2024 offering (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on October 24, 2024)

 10.26

 Placement Agency Agreement between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Commission on October 24, 2024)

 19.1 *

 Insider Trading Policy

 23.1 *

 Consent of MaloneBailey LLP

 31.1 ***

 Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

 31.2 * **

 Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

 32.1 *

 Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2 *

 Certification of Principal Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 CNS Pharmaceuticals, Inc. Restatement Recoupment Policy
 (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Commission on April 1, 2024)

 101.INS

 101.XSD

 101.DEF

 101.LAB

 101.PRE

 *

 Previously filed.

 **

 Management contract or compensatory plan, contract or arrangement.

 ***

 Filed herewith.

 +

 Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 CNS PHARMACEUTICALS, INC.

 Date: April 30, 2025

 By:

 /s/ John Climaco

 John Climaco

 Chief Executive Officer, President and Director

 (Principal Executive Officer)