Item 5. Other Information
Item 5.
Other Information
During the period covered by this Quarterly Report,
none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule
10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).
On May 13, 2026, the Company and Christopher Downs,
the Company’s Senior Vice President – Finance, entered into a Separation and Severance Agreement, which memorializes the terms
of Mr. Down’s separation from service with the Company. Pursuant to the agreement, subject to Mr. Down’s timely execution,
non-revocation, and compliance with the agreement’s terms, the Company will provide severance benefits, equal to six months of Mr.
Down’s current annualized base salary, paid in accordance with the Company’s regular payroll cycle.
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Item 6.
Exhibits
INDEX TO EXHIBITS
Exhibit
Number
Description
1.1
Placement Agency Agreement dated May 4, 2026 by and between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners (filed as Exhibit 1.1 to the Company’s Form 8-K filed May 4, 2026)
4.1
Form of Pre-Funded Warrant (filed as Exhibit 4.1 to the Company’s
Form 8-K filed May 4, 2026)
10.1
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)
10.2
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)
10.3
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)
10.4
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)
10.5
Employment Agreement between Eric Faulkner and CNS Pharmaceuticals, Inc. dated February 10, 2026 (filed as Exhibit 10.19 to the Company’s Form 10-K filed March 31, 2026)
10.6
Form of Securities Purchase Agreement dated May 4, 2026 (filed as Exhibit 10.1 to the Company’s Form 8-K filed May 4, 2026)
10.7
Form of Registration Rights Agreement dated May 4, 2026 (filed as Exhibit 10.2 to the Company’s Form 8-K filed May 4, 2026)
31.1*
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
31.2*
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
32.1*(1)
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*(1)
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
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)
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).
______________
*
Filed herewith.
(1)
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. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements
of the 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.
SIGNATURE
TITLE
DATE
/s/ Rami Levin
Chief Executive Officer, President
May 14, 2026
Rami Levin
(Principal Executive Officer)
/s/ Steve O’Loughlin
Chief Financial Officer
May 14, 2026
Steve O’Loughlin
(Principal Financial and Accounting Officer)
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.