What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-03 · 56 added, 43 removed, 159 unchanged (38% of the section changed)

12 unchanged sentences

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.

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

8 unchanged sentences

our internal control over financial reporting were, and continue to be ineffective, as of December 31, 2022 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.

of duties (resulting from the limited number of personnel available), limited access to timely and complete information regarding the

status of costs incurred in the activation of investigational sites and costs from treating patients in our study which is a result of

the use of a third-party Contract Research Organization (“CRO”) to manage the study, 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.

Management is also working with the CRO to improve the timeliness and completeness

of the data reported to the Company to address this material weakness, as well as conducting increased analytical analysis of such data

to be performed by the Company.

A material weakness is a control deficiency (within

1 unchanged sentence

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 met.

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

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.

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 met.

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,

4 unchanged sentences

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,

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.

On March 29, 2023, the Board of Directors approved,

based upon the recommendation of the Compensation Committee, cash bonuses totaling $550,750 to the officers of the Company.

the officers were awarded a total of 29,988 Options that partially vest over 4 years, partially vest upon the Company’s common stock

price exceeding various closing prices ranging from $6.00 - $24.00 per share.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

14 unchanged sentences

within 120 days of the fiscal year ended December 31, 2022.

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

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated

5 unchanged sentences

Plan category

Number of securities to be issued upon exercise

of outstanding options,

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

warrants and rights

1 unchanged sentence

outstanding options, warrants and rights

Number of securities (by class) remaining available

for future issuance under equity compensation

plans (excluding securities reflected in column

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

plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders (1)

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within 120 days of the fiscal year ended December 31, 2022.

Principal Accounting Fees and Services

Principal Accounting Fees and

The information required by this item is incorporated

2 unchanged sentences

Exhibits, Financial Statement Schedules

following documents are filed or furnished as part of this Form 10-K:

(a) The following

documents are filed or furnished as part of this Form 10-K:

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

6 unchanged sentences

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

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)

Amended and Restated Bylaws of CNS Pharmaceuticals, Inc.

1 unchanged sentence

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.

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

Description of Securities of CNS Pharmaceuticals, Inc.

(filed as exhibit 4.3 to the Company’s Form 10-K/A filed April 30, 2021)

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)

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)

Form of Pre-Funded Warrant issued in November 2023 offering (filed as exhibit 4.7 to the Company’s Form S-1 file no.

Form of Common Warrant issued in November 2023 offering

(filed as exhibit 4.8 to the Company’s Form S-1 file no.

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

Amended And Restated Patent License Agreement effective as of December 28, 2017 between CNS Pharmaceuticals, Inc.

16 unchanged sentences

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 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 S-1 Amendment file no.

1 unchanged sentence

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)

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)

8 unchanged sentences

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)

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)

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)

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)

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

Consent of MaloneBailey LLP

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The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.

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

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

4 unchanged sentences

(Principal Executive Officer)

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.

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

March 31, 2023

/s/ John Climaco

Chief Executive Officer, President and

Chief Executive Officer, President and Director

(Principal Executive Officer)

5 unchanged sentences

March 31, 2023

/s/ Faith Charles

Faith Charles

March 31, 2023

/s/ Jerzy (George) Gumulka

8 unchanged sentences

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