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Item 5. Other Information

2024-08-14 compared with 2024-05-15 · 28 added, 46 removed, 35 unchanged (68% of the section changed)

3 unchanged sentences

10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

On January 10, 2020, Company entered into a Patent

and Technology License Agreement (“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 (“UTMDACC”).

Pursuant to the Agreement,

the Company obtained a royalty-bearing, worldwide, exclusive license to certain intellectual property rights, including patent rights,

related to the Company’s recently announced WP1244 drug technology.

In consideration, the Company must make payments to UTMDACC

including an up-front license fee, annual maintenance fee, milestone payments and royalty payments (including minimum annual royalties)

on sales of licensed products developed under the Agreement.

The term of the Agreement expires on the last to occur of:

(a) the expiration

of all patents subject to the Agreement, or (b) fifteen years after execution;

provided that UTMDACC has the right to terminate this Agreement

in the event that the Company fails to meet certain commercial diligence milestones.

The commercial diligence milestones are as follows

(i) initiated PC toxicology to support filing of Investigational New Drug Application (“IND”) or New Drug Application (“NDA”)

for the Licensed Product within the eighteen (18) month period following the Effective Date (ii) file and IND for the Licensed Product

within three (3) year period following the Effective Date and (iii) Commencement of Phase I Study within the five (5) year period following

the Effective Date.

The Company has not met the commercial diligence milestones and has not paid the annual maintenance fee required as

of the date hereof.

On April 25, 2024, UTMDACC provided notice to the Company if its intent to terminate the WP1244 Agreement if the Company

fails to pay the annual maintenance fee of $50,000, as well as $1,300 in expenses.

As of the date hereof, the Company has not determined

whether to cure the foregoing defaults.

If the Company fails to cure the defaults, on May 25, 2024, the WP1244 Agreement will terminate.

There are no termination penalty provisions in the Agreement.

On December 28, 2017, the Company entered into

a Technology Rights and Development Agreement with Houston Pharmaceuticals, Inc.

Under the HPI License the Company

obtained the exclusive right to develop certain chemical compounds for use in the treatment of cancer anywhere in the world.

2024, the Company provided notice to HPI of its intent to terminate the HPI License effective on or about July 14, 2024.

As the patents

under HPI License have expired, the Company does not believe the termination of the HPI License will effect its ability to continue its

development of Berubicin.

There are no penalty provisions in the HPI License related to such termination.

INDEX TO EXHIBITS

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 of the Form 8-K filed May 3, 2024)

Form of Series A Common Warrant issued in January 2024 offering (incorporated by reference to exhibit 4.1 of the Form 8-K filed February 2, 2024)

Form of Series B Common Warrant issued in January 2024 offering (incorporated by reference to exhibit 4.2 of the Form 8-K filed February 2, 2024)

Form of Pre-Funded Warrant issued in January 2024 offering (incorporated by reference to exhibit 4.3 of the Form 8-K filed February 2, 2024)

Placement 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 of the Form 8-K filed February 2, 2024)

Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 of the Form 8-K filed February 2, 2024)

Form of Amendment to Common Stock Purchase Warrants (incorporated by reference to exhibit 10.2 of the Form 8-K filed February 2, 2024)

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 related to reverse split (incorporated by reference to exhibit 3.1 of the Form 8-K filed June 5, 2024)

of Common Warrant issued in June 14, 2024 offering (incorporated

by reference to exhibit 4.2 of the Form 8-K filed June 14, 2024)

Form of Pre-Funded Warrant issued in June 14, 2024 offering (incorporated by reference to exhibit 4.1 of the Form 8-K filed June 14, 2024)

of Common Warrant issued in June 26, 2024 offering (incorporated

by reference to exhibit 4.1 of the Form 8-K filed June 26, 2024)

of Common Warrant issued in July 3, 2024 offering (incorporated

by reference to exhibit 4.1 of the Form 8-K filed July 3, 2024)

Financial Advisory Agreement dated June 14, 2024 by and among CNS Pharmaceuticals, Inc., A.G.P./Alliance Global Partners (incorporated by reference to exhibit 10.2 of the Form 8-K filed June 14, 2024)

Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 of the Form 8-K filed June 14, 2024)

CNS Pharmaceuticals, Inc.

2020 Equity Plan (as amended April 30, 2024) (incorporated by reference to exhibit 10.1 of the Form 8-K filed May 3, 2024)

Financial Advisory Agreement dated June 26, 2024 by and among CNS Pharmaceuticals, Inc., A.G.P./Alliance Global Partners (incorporated by reference to exhibit 10.2 of the Form 8-K filed June 26, 2024)

Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 of the Form 8-K filed June 26, 2024)

Financial Advisory Agreement dated July 3, 2024 by and among CNS Pharmaceuticals, Inc., A.G.P./Alliance Global Partners (incorporated by reference to exhibit 10.2 of the Form 8-K filed June 26, 2024)

Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 of the Form 8-K filed July 3, 2024)

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 of the Form 8-K filed July 26, 2024)

Form of Waiver and Consent, dated July 26, 2024 (incorporated by reference to exhibit 10.1 of the Form 8-K filed July 26, 2024)

Exclusive License Agreement between CNS Pharmaceuticals, Inc.

and Cortice Biosciences, Inc.

(incorporated by reference to exhibit 10.1 of the Form 8-K filed July 30, 2024)

Stock Purchase Agreement between CNS Pharmaceuticals, Inc.

and Cortice Biosciences, Inc.

(incorporated by reference to exhibit 10.2 of the Form 8-K filed July 30, 2024)

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document

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Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

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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.

The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section.

6 unchanged sentences

Chief Executive Officer and Director

August 14, 2024

(principal executive officer)

1 unchanged sentence

Chief Financial Officer

August 14, 2024

Christopher Downs

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-Q

Item 5. Other Information