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Item 9A. Controls and Procedures

2022-03-03 compared with 2021-02-12 · 128 added, 115 removed, 74 unchanged (77% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, including our chief executive

officer, who serves as our principal executive officer, and our chief financial officer, who serves as our principal financial

officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules

13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Form 10-K.

Based on this evaluation,

our chief executive officer and our chief financial officer, concluded that as a result of the material weakness in our internal

control over financial reporting discussed below, our disclosure controls and procedures were not effective at ensuring that information

required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported,

within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated

and communicated to our management, including our chief executive officer and our chief financial officer, or persons performing

similar functions, as appropriate to allow timely decisions regarding disclosure.

Our management, including our chief executive officer,

who serves as our principal executive officer, and our chief financial officer, who serves as our principal financial officer, evaluated

the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act), as of the end of the period covered by this Form 10-K.

Based on this evaluation, our chief executive officer and our

chief financial officer, concluded that as a result of the material weakness in our internal control over financial reporting discussed

below, our disclosure controls and procedures were not effective at ensuring that information required to be disclosed in the reports

we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities

and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our chief

executive officer and our chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting

firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting for as long

as we are an “emerging growth company”

pursuant to the provisions of the Jumpstart Our Business Startups Act.

Management’s Report on Internal Control Over Financial

Our chief executive officer and our chief

financial officer are responsible for establishing and maintaining adequate internal control over financial reporting, as such

term is defined in Exchange Act Rules 13a-15(f).

Management conducted an assessment of the effectiveness of our internal control

over financial reporting as of December 31, 2020.

In making this assessment, management used the criteria described

in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”).

Our management concluded that our internal control over financial reporting were, and continue to be ineffective,

as of December 31, 2020 due to a lack of segregation of duties and the lack of formal documentation of our control

A material weakness is a control deficiency

(within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1305) or combination

of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial

statements will not be prevented or detected.

Our independent registered public accounting firm

will not be required to formally attest to the effectiveness of our internal controls over financial reporting for as long as we are an

“emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act.

Management’s Report on Internal Control Over Financial Reporting

Our chief executive officer and our chief financial

officer are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Exchange Act Rules 13a-15(f).

Management conducted an assessment of the effectiveness of our internal control over financial reporting

as of December 31, 2021.

In making this assessment, management used the criteria described in Internal Control-Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our management concluded that

our internal control over financial reporting were, and continue to be ineffective, as of December 31, 2021 due to a lack of segregation

of duties (resulting from the limited number of personnel available) and the lack of formal documentation of our control environment.

Management is commencing actions to address the lack of formal documentation of our control environment, although this will not address

the lack of segregation of duties.

A material weakness is a control deficiency (within

the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1305) or combination of control deficiencies

that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented

It should be noted that any system of controls,

however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are

however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met.

In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events.

Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions, regardless of how remote.

In light of the material weakness described

above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance

with generally accepted accounting principles.

Accordingly, we believe that the financial statements included in this report fairly

present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions, regardless of how remote.

In light of the material weakness described above,

we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with

generally accepted accounting principles.

Accordingly, we believe that the financial statements included in this report fairly present,

in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There has been no change in our internal

control over financial reporting during our most recent calendar quarter that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

There has been no change in our internal control

over financial reporting during our most recent calendar quarter that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

The information required by this item is

incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities and

Exchange Commission within 120 days of the fiscal year ended December 31, 2020.

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”

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.

The information required by this item is incorporated

by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission

within 120 days of the fiscal year ended December 31, 2021.

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.

Executive Compensation

The information required by this item is

incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities and

Exchange Commission within 120 days of the fiscal year ended December 31, 2020.

The information required by this item is incorporated

by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission

within 120 days of the fiscal year ended December 31, 2021.

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

The information required by this item is

incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities and

Exchange Commission within 120 days of the fiscal year ended December 31, 2020.

The information required by this item is incorporated

by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission

within 120 days of the fiscal year ended December 31, 2021.

Securities Authorized for Issuance under Equity Compensation

The following table sets forth information

regarding our equity compensation plans at December 31, 2020:

The following table sets forth information regarding

our equity compensation plans at December 31, 2021:

Plan category

of securities to be issued upon exercise of outstanding options,

Number of securities to be issued upon exercise

of outstanding options,

warrants and rights

Weighted-average

exercise price of

options, warrants and rights

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

(excluding securities reflected in column (a))

Weighted-average exercise price of

outstanding options, warrants and rights

Number of securities (by class) remaining available

for future issuance under equity compensation

plans (excluding securities reflected in column

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders (2)

(1) Represents shares of common stock issuable upon

exercise of outstanding stock options and rights under our 2017 and 2020 Stock Plans.

(2) Consists of warrants issued to the underwriter

in our IPO and follow-on offering and to consultants.

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

Consists of warrants issued to the underwriter in our IPO and follow-on offerings and to consultants.

Certain .Relationships and Related Transactions, and Director Independence

The information required by this item is

incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities and

Exchange Commission within 120 days of the fiscal year ended December 31, 2020.

The information required by this item is incorporated

by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission

within 120 days of the fiscal year ended December 31, 2021.

Principal Accounting Fees and Services

The information required by this item is

incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities and

Exchange Commission within 120 days of the fiscal year ended December 31, 2020.

The information required by this item is incorporated

by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission

within 120 days of the fiscal year ended December 31, 2021.

Exhibits, Financial Statement Schedules

7 unchanged sentences

Amended and Restated Articles of Incorporation of CNS Pharmaceuticals, Inc.

(filed as exhibit 2.1 to the Company’s Form 1-A file no.

Amended and Restated Bylaws of CNS Pharmaceuticals, Inc.

(filed as exhibit 2.2 to the Company’s Form 1-A file no.

Form of warrant issued to convertible debt holders (filed as exhibit 3.2 to the Company’s Form 1-A file no.

Form of Underwriter Warrant (filed as exhibit 4.4 to the Company’s Form 1-A Amendment file no.

(filed as exhibit 2.2 to the Company’s Form 1-A file no.

Form of warrant issued to convertible debt holders (filed as exhibit 3.2 to the Company’s Form 1-A file no.

Form of Underwriter Warrant (filed as exhibit 4.4 to the Company’s Form 1-A Amendment file no.

Description of Securities of CNS Pharmaceuticals, Inc.

(filed as exhibit 4.3 to the Company’s Form 10-K/A filed April

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)

Form of Pre-Funded Warrant issued in January 2022 offering (incorporated

by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Commission on January 6, 2022)

Description of Securities of CNS Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 4.3 to the Form 10-K (Amendment 2) filed with the Commission on April 30, 2021)

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.

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.

2017 Stock Plan of CNS Pharmaceuticals, Inc.

(filed as exhibit 6.3 to the Company’s Form 1-A file no.

Employment Agreement between CNS Pharmaceuticals, Inc.

Climaco dated September 1, 2017 (filed as exhibit 6.4 to the Company’s Form 1-A file no.

Consulting Agreement between CNS Pharmaceuticals, Inc.

and Fresh Notion Financial Services dated July 27, 2017 (filed as exhibit 6.5 to the Company’s Form 1-A file no.

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.

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.

Employment Letter between CNS Pharmaceuticals, Inc.

and Donald Picker (filed as exhibit 10.8 to the Company’s Form 1-A Amendment file no.

dated August 31, 2018 (filed as exhibit 6.7 to the Company’s Form 1-A Amendment file no.

Letter between CNS Pharmaceuticals, Inc.

and Donald Picker (filed as exhibit 10.8 to the

Company’s Form S-1 Amendment file no.

Employment Letter between CNS Pharmaceuticals, Inc.

and Sandra Silberman (filed as exhibit 10.9 to the Company’s Form 1-A Amendment file no.

and Sandra Silberman (filed as exhibit 10.9 to the Company’s Form S-1 Amendment file no.

Employment Agreement between CNS Pharmaceuticals, Inc.

and Christopher Downs (filed as exhibit 10.10 to the Company’s Form 1-A Amendment file no.

Patent and Technology License Agreement with The Board of Regents of The University of Texas System, an agency of the State of Texas, on behalf of The University of Texas M.

Anderson Cancer Center, dated January 10, 2020

Non-Employee Director Compensation Plan (filed as exhibit 10.12 to the Company’s Form 10-K filed March 12, 2020)

and Christopher Downs (filed as exhibit 10.10 to the Company’s Form S-1 Amendment file no.

Patent and Technology License Agreement with The Board of Regents of The University of Texas System,

an agency of the State of Texas, on behalf of The University of Texas M.

Anderson Cancer Center, dated January 10, 2020 (filed

as exhibit 10.11 to the Company’s Form 10-K filed March 12, 2020)

Non-Employee Director Compensation Plan (filed as exhibit 10.12 to the Company’s Form 10-K filed March 12, 2020)

Development Agreement between CNS Pharmaceuticals, Inc.

and WPD Pharmaceuticals dated March 20, 2020 (filed as exhibit 10.1 to the Company’s Form 8-K filed March 26, 2020)

2020 Stock Plan of CNS Pharmaceuticals, Inc.

(filed as exhibit 99.2 to the Company’s Form S-8, file no.

333-239998, filed on July 22, 2020

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)

Purchase Agreement, dated as of September 15, 2020, by and between the Company and Lincoln Park Capital Fund, LLC (filed as exhibit 10.1 to the Company’s Form 8-K filed September 21, 2020)

Registration Rights Agreement, dated as of September 15, 2020, by and between the Company and Lincoln Park Capital Fund, LLC (filed as exhibit 10.2 to the Company’s Form 8-K filed September 21, 2020)

and John Climaco dated September 1, 2020 (filed as exhibit 99.1 to the Company’s Form 8-K filed September 4, 2020)

Purchase Agreement, dated as of September 15, 2020, by and between the Company and Lincoln Park Capital Fund, LLC (filed as exhibit 10.1 to the Company’s Form 8-K filed September 21, 2020)

Form of Registration Rights Agreement to investors in January 2022

offering (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on January 6, 2022)

Consent of MaloneBailey LLP

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Filed herewith.

3 unchanged sentences

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

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.

February 12, 2021

March 3, 2022

/s/ John Climaco

2 unchanged sentences

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity

and on the dates indicated.

February 12, 2021

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on

the dates indicated.

March 3, 2022

/s/ John Climaco

1 unchanged sentence

(Principal Executive Officer)

February 12, 2021

March 3, 2022

/s/ Christopher Downs

2 unchanged sentences

(Principal Financial and Accounting Officer)

February 12, 2021

March 3, 2022

/s/ Jerzy (George) Gumulka

Jerzy (George) Gumulka

February 12, 2021

March 3, 2022

/s/ Carl Evans

February 12, 2021

March 3, 2022

/s/ Jeffry Keyes

February 12, 2021

March 3, 2022

/s/ Andrzej Andraczke

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures