What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 134 added, 92 removed, 123 unchanged (65% 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

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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.

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.

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.

In light of the material weakness described above,

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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.

During the three months ended December 31, 2023,

no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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within 120 days of the fiscal year ended December 31, 2023.

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

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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 (a))

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)

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within 120 days of the fiscal year ended December 31, 2023.

Principal Accounting Fees and

Principal Accounting Fees and Services

The information required by this item is incorporated

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Exhibits, Financial Statement Schedules

(a) The following

The following

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

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EXHIBIT INDEX

Description of Document

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

(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.

(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 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)

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.

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 Restated Articles of Incorporation of CNS Pharmaceuticals, Inc.

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

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)

and Restated Bylaws of CNS Pharmaceuticals, Inc.

as exhibit 3.1 to the Company’s Form 8-K filed August 15, 2023)

of warrant issued to convertible debt holders (filed

as exhibit 3.2 to the Company’s Form 1-A file no.

of Underwriter Warrant (filed as exhibit 4.4

to the Company’s Form S-1 file no.

of Securities of CNS Pharmaceuticals, Inc.

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

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)

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)

of Pre-Funded Warrant issued in November 2023 offering (filed

as exhibit 4.7 to the Company’s Form S-1 file no.

of Common Warrant issued in November 2023 offering (filed

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

of Placement Agent Warrant issued in November 2023 offering (filed

as exhibit 4.9 to the Company’s Form S-1 file no.

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)

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)

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)

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)

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

and Houston Pharmaceuticals,

(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.

dated November 21, 2017

(filed as exhibit 6.2 to the Company’s Form 1-A file

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.

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

Agreement between CNS Pharmaceuticals, Inc.

Climaco dated September 1, 2017 (filed

as exhibit 6.4 to the Company’s Form 1-A file no.

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.

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.

dated August 30, 2018 (filed

as exhibit 6.6 to the Company’s Form 1-A Amendment file no.

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 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.

Employment Agreement between CNS Pharmaceuticals, Inc.

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)

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.

Letter between CNS Pharmaceuticals, Inc.

and Sandra Silberman (filed

as exhibit 10.9 to the Company’s Form S-1 Amendment file no.

Agreement between CNS Pharmaceuticals, Inc.

and Christopher Downs (filed

as exhibit 10.10 to the Company’s Form S-1 Amendment file no.

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)

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)

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)

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.

amended) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on September

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)

on Demand™ Sales Agreement with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia

Securities, LLC (filed as exhibit 1.1 to the Company’s Form 8-K filed February 12, 2021)

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)

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)

of Placement Agent Agreement in November 2023 offering (filed

as exhibit 10.21 to the Company’s Form S-1 file no.

of Inducement Letter entered into in October 2023 (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on October 17, 2023)

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)

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)

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

(incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Commission on February 2, 2024)

Consent of MaloneBailey LLP

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

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CNS Pharmaceuticals, Inc.

Restatement Recoupment Policy

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Filed herewith.

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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

CNS PHARMACEUTICALS, INC.

March 31, 2023

April 1, 2024

/s/ John Climaco

1 unchanged sentence

(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

March 31, 2023

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.

April 1, 2024

/s/ John Climaco

1 unchanged sentence

(Principal Executive Officer)

March 31, 2023

April 1, 2024

/s/ Christopher Downs

2 unchanged sentences

(Principal Financial and Accounting Officer)

March 31, 2023

April 1, 2024

/s/ Faith Charles

Faith Charles

March 31, 2023

April 1, 2024

/s/ Jerzy (George) Gumulka

Jerzy (George) Gumulka

March 31, 2023

April 1, 2024

/s/ Carl Evans

March 31, 2023

Date:April 1, 2024

/s/ Jeffry Keyes

March 31, 2023

/s/ Andrzej Andraczke

Andrzej Andraczke

April 1, 2024

/s/ Bettina Cockroft

Bettina Cockroft

April 1, 2024

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