Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. Private Offering On May 4, 2026, CNS Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors (the “Investors”), pursuant to which the Investors purchased in a private placement: (i) 650,000 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) at a purchase price of $2.30 per share; and (ii) pre-funded warrants to purchase 9,143,479 shares…

Director — Jerzy (George) Gumulka: Mr. Gumulka resigned as a member of the Board, and Ms. Fisher was appointed as an independent director.

Chief Medical Officer — Lynne Kelley: CNS Pharmaceuticals hired Lynne Kelley as the new Chief Medical Officer.

CFO — Steve O’Loughlin: The company hired a new CFO from an external position.

CEO and Director — John Climaco: Mr. Climaco resigned from his positions as CEO and Director.

The filing appears to be about compensatory arrangements or other non-management matters mis-filed under Item 5.02.

Material Modification to Rights of Security Holders. The information set forth in

Entry into a Material Definitive Agreement. On May 13, 2025, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”) entered into a placement agency agreement with A.G.P./Alliance Global Partners (the “Placement Agent”) for the public offering (the “Offering”) by the Company of (i) 325,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (ii) pre-funded warrants to purchase 3,627,570 shares of Common Stock (the “Pre-Funded Warrants”)…

Material Modifications of Rights of Security Holders. At the CNS Pharmaceuticals, Inc. (the “Company”) special meeting of stockholders held on November 26, 2024, the stockholders of the Company approved a proposal granting the Company’s board of directors the authority to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such t…

Entry into a Material Definitive Agreement. On October 23, 2024, CNS Pharmaceuticals, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”) in connection with the sale by the Company of: (i) 3,700,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) pre-funded warrants to purchase 13,947,060 shares of Common Stock (the “Pre-Fund…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 12, 2024, CNS Pharmaceuticals, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the previous 30 consecutive business days the Company’s common stock had not maintained a closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”) required for continued listing on Th…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on August 17, 2023, CNS Pharmaceuticals, Inc. (the “Company”) was notified by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b) (the “Equity Requirement”). On February 14, 2024, the…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On July 29, 2024, CNS Pharmaceuticals, Inc. (the “Company”) entered into Exclusive License Agreement and Stock Purchase Agreement (collectively, the “Cortice Agreements”) with Cortice Biosciences, Inc. (“Cortice”) pursuant to which Cortice granted the Company an exclusive license to the intellectual property rights related to certain patents around the compound TPI 287 in the United States, Canada, Mexico and Japan. The term of the license will expi…

Entry into a Material Definitive Agreement. Sales Agreement On July 26, 2024, CNS Pharmaceuticals, Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”). Pursuant to the terms of the Agreement, the Company may sell from time to time through A.G.P., as sales agent or principal, shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) with an aggregate sales price of up to $5.2 million (the “Shares”). The C…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 17, 2023, CNS Pharmaceuticals, Inc. (the “Company”) was notified by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b). On February 14, 2024, the Company was notified that because it had not regai…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On July 3, 2024, CNS Pharmaceuticals, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with institutional investors (collectively, the “Investors”) for the sale by the Company of 1,425,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share in a registered direct offering (the “Offering”). In a concurrent private placement (the “Private Placement”), the Company also sold to the…

Entry into a Material Definitive Agreement. On June 26, 2024, CNS Pharmaceuticals, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with institutional investors (collectively, the “Investors”) for the sale by the Company of 568,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share in a registered direct offering (the “Offering”). In a concurrent private placement (the “Private Placement”), the Company also sold to the I…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On June 14, 2024, CNS Pharmaceuticals, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with institutional investors (collectively, the “Investors”) for the sale by the Company of 336,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, and pre-funded warrants to purchase 30,000 shares of common stock in lieu thereof (the “Pre-Funded Warrants”) in a registered direct offerin…

Unregistered Sales of Equity Securities. The information set forth in

Material Modifications of Rights of Security Holders. To the extent required by

Results of Operations and Financial Condition. On May 16, 2024, CNS Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024 and recent operational highlights. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.