What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-01 · 96 added, 117 removed, 140 unchanged (60% of the section changed)

6 unchanged sentences

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

chief financial officer, concluded that as a result of the material weaknesses 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

40 unchanged sentences

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,

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

our internal control over financial reporting.

Other Information.

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.

During the year ended December 31, 2024, 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.

31 unchanged sentences

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders (2)

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

7 unchanged sentences

Exhibits, Financial Statement Schedules

The following

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

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

Financial Statements.

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

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.

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.

EXHIBIT INDEX

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.

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

Description of Securities of CNS Pharmaceuticals, Inc.

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 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.

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)

Description of Document

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)

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)

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)

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)

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)

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)

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)

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)

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

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.

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.

(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.

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.

Agreement between CNS 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.

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)

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.

Description of Document

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.

2020 Stock Plan of CNS Pharmaceuticals, Inc.

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)

(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)

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)

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.

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)

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)

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)

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)

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)

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)

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)

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)

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)

Description of Document

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)

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)

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)

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)

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)

Insider Trading Policy

Consent of MaloneBailey LLP

7 unchanged sentences

Restatement Recoupment Policy

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)**

(incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Commission on April 1, 2024)

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**

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document**

Inline XBRL Taxonomy Extension Definition Linkbase Document**

Inline XBRL Taxonomy Extension Label Linkbase Document**

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

Inline XBRL Taxonomy Extension Presentation Linkbase Document**

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

6 unchanged sentences

CNS PHARMACEUTICALS, INC.

April 1, 2024

March 31, 2025

/s/ John Climaco

4 unchanged sentences

the dates indicated.

April 1, 2024

March 31, 2025

/s/ John Climaco

1 unchanged sentence

(Principal Executive Officer)

April 1, 2024

March 31, 2025

/s/ Christopher Downs

2 unchanged sentences

(Principal Financial and Accounting Officer)

April 1, 2024

March 31, 2025

/s/ Faith Charles

Faith Charles

April 1, 2024

March 31, 2025

/s/ Jerzy (George) Gumulka

Jerzy (George) Gumulka

April 1, 2024

/s/ Carl Evans

Date:April 1, 2024

March 31, 2025

/s/ Jeffry Keyes

April 1, 2024

March 31, 2025

/s/ Bettina Cockroft

Bettina Cockroft

April 1, 2024

March 31, 2025

/s/ Amy Mahery

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