What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 43 added, 51 removed, 185 unchanged (34% 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 a smaller

reporting company as defined by Rule 12b-2 of the Exchange Act.

Critical Audit Matters

Critical audit matters are matters arising from the current period

audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex

We determined that there are no critical audit matters.

Management’s Report on Internal Control Over Financial Reporting

62 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)

23 unchanged sentences

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

Certificate of Change filed July 17, 2025 (filed as exhibit 3.1 to the Company’s Form 8-K filed July 22, 2025)

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 (filed as exhibit 3.1 to the Company’s Form 8-K filed November 21, 2025)

Description of Securities of CNS Pharmaceuticals, Inc.

Description of Document

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)

2 unchanged sentences

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)

Form of Warrant issued May 14, 2025 (incorporated by

reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on May 15, 2025)

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

6 unchanged sentences

(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.

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 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.

(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)

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on May 3, 2024)

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)

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.

4 unchanged sentences

(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

CNS Pharmaceuticals, Inc.

2020 Equity Plan (as amended and restated) (filed as Exhibit 10.1 to the Company’s Form 8-K filed November 21, 2025)

Employment Agreement between Rami Levin and CNS Pharmaceuticals, Inc.

dated December 16, 2025 (filed as Exhibit 10.1 to the Company’s Form 8-K filed December 17, 2025)

Separation and Severance Agreement between John Climaco and CNS Pharmaceuticals, Inc.

dated December 16, 2025 (filed as Exhibit 10.2 to the Company’s Form 8-K filed December 17, 2025)

Employment Agreement between Steve O’Loughlin and CNS Pharmaceuticals, Inc.

dated February 10, 2026 (filed as Exhibit 10.1 to the Company’s Form 8-K filed February 17, 2026)

Employment Agreement between Christopher Downs and CNS Pharmaceuticals, Inc.

dated February 13, 2026 (filed as Exhibit 10.2 to the Company’s Form 8-K filed February 17, 2026)

Employment Agreement between Lynne Kelley and CNS Pharmaceuticals, Inc.

dated February 26, 2026 (filed as Exhibit 10.1 to the Company’s Form 8-K filed March 2, 2026)

Separation and Severance Agreement between Sandra Silberman and CNS Pharmaceuticals, Inc.

dated February 27, 2026 (filed as Exhibit 10.2 to the Company’s Form 8-K filed March 2, 2026)

Description of Document

Employment Agreement between Eric Faulkner and CNS Pharmaceuticals, Inc.

dated February 10, 2026

Insider Trading Policy (filed as Exhibit 19.1 to the Company’s Form 10-K filed March 31, 2025)

Consent of MaloneBailey LLP

6 unchanged sentences

CNS Pharmaceuticals, Inc.

Restatement Recoupment Policy

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

Restatement Recoupment Policy (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)**

14 unchanged sentences

March 31, 2026

/s/ John Climaco

/s/ Rami Levin

Chief Executive Officer and Director

4 unchanged sentences

March 31, 2026

/s/ John Climaco

Chief Executive Officer, President and Director

/s/ Rami Levin

Chief Executive Officer, President

(Principal Executive Officer)

March 31, 2026

/s/ Christopher Downs

Christopher Downs

/s/ Steve O’Loughlin

Steve O’Loughlin

Chief Financial Officer

14 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