Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C., 20549



---

FORM 10-K/A

(Amendment No. 1)

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|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2021



OR



|☐ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the transition period from _________________
to ___________________



Commission File Number: 001-39126



CNS Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its
Charter)



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|Nevada                                                             |  | 82-2318545                          
|------------------------------------------------------------------ |  | ------------------------------------
|(State or Other Jurisdiction of
    Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



2100 West Loop South, Suite 900

Houston, Texas 77027

(Address of Principal Executive Offices) (Zip
Code)



Registrant’s Telephone Number, including
Area Code: 800-946-9185



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Securities registered pursuant to Section 12(b) of the Exchange
Act:



|Title of each class | Trading Symbol(s) | Name of each exchange on which registered
|------------------- | ----------------- | -----------------------------------------
|Common Stock        | CNSP              | The NASDAQ Stock Market LLC              



---

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.    YES  ☐    NO  
☒



Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.    YES  ☐NO  
☒



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
periods as the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    YES  ☒    NO  
☐



Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).    YES  ☒    NO  
☐



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (check one)



|Large accelerated filer   ☐ |  | Accelerated filer   ☐        
|--------------------------- |  | -----------------------------
|Non-accelerated filer   ☒   |  | Smaller reporting company   ☒
|                            |  | Emerging growth company   ☒  



If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐



Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).    YES  ☐    NO  
☒



The registrant was not a public company as of the last business day
of its most recently completed second fiscal quarter and, therefore, cannot calculate the aggregate market value of its voting and non-voting
common equity held by non-affiliates as of such date.



The number of shares of the registrant’s common stock outstanding
as of April 29, 2022 was 40,032,481.



DOCUMENTS INCORPORATED BY REFERENCE



None.

















EXPLANATORY NOTE



The purpose of this Annual Report on Form 10-K/A is to amend Part III,
Items 10 through 14 of CNS Pharmaceuticals, Inc.’s (“Company,” “we,” “our,” “us”)
Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”)
on March 3, 2022 (the “2021 10-K”), to include information previously omitted from the 2021 10-K in reliance on General Instruction
G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed
with the SEC within 120 days after the end of the fiscal year. We will not file our definitive proxy statement before April 30, 2022 (i.e.,
within 120 days after the end of our 2021 fiscal year) pursuant to Regulation 14A. The reference on the cover of the Annual Report on
Form 10-K to the incorporation by reference of the registrant's definitive proxy statement into Part III of the Annual Report has been
deleted.



For purposes of this Annual Report on Form 10-K/A, and in accordance
with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Items 10 through 14 of our 2021
10-K have been amended and restated in their entirety. Except as stated herein, this Form 10-K/A does not reflect events occurring after
the filing of the Form 10-K on March 3, 2022 and no attempt has been made in this Annual Report on Form 10-K/A to modify or update other
disclosures as presented in the 2021 10-K. Accordingly, this Form 10-K/A should be read in conjunction with our filings with the SEC subsequent
to the filing of the Form 10-K.



In addition, as required by Rule 12b-15 under the Exchange Act, new
certifications by our principal executive officer and principal financial officer are filed as exhibits to this Annual Report on Form
10-K/A.































































i







TABLE OF CONTENTS



|PART III      |                                                                                                |   
|------------- | ---------------------------------------------------------------------------------------------- | --
|              |                                                                                                |   
|ITEM 10       | Directors, Executive Officers and Corporate Governance                                         | 3 
|ITEM 11       | Executive Compensation                                                                         | 6 
|ITEM 12       | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 9 
|ITEM 13       | Certain Relationships and Related Transactions, and Director Independence                      | 10
|ITEM 14       | Principal Accountant Fees and Services                                                         | 12
|              |                                                                                                |   
|PART IV       |                                                                                                |   
|              |                                                                                                |   
|ITEM 15       | Exhibits, Financial Statement Schedules                                                        | 13
|              |                                                                                                |   
|Exhibit Index |                                                                                                |   
|              |                                                                                                |   
|ITEM 16       | 10-K Summary                                                                                   | 15
|              |                                                                                                |   
|Signatures    |                                                                                                | 16

























































ii







PART III



| | Item 10. | Directors, Executive Officers and Corporate Governance
| | -------- | ------------------------------------------------------



The following table sets forth the names and ages
of all of our directors and executive officers as of April 29, 2022. Our officers are appointed by, and serve at the pleasure of, the
Board of Directors.



|Name                   |  | Age |  | Position                                         
|---------------------- |  | --- |  | -------------------------------------------------
|John M. Climaco        |  | 53  |  | Chairman of the Board and Chief Executive Officer
|Christopher S. Downs   |  | 44  |  | Chief Financial Officer                          
|Sandra L. Silberman    |  | 67  |  | Chief Medical Officer                            
|Donald Picker          |  | 76  |  | Chief Science Officer                            
|Jerzy (George) Gumulka |  | 73  |  | Director                                         
|Jeffry R. Keyes        |  | 49  |  | Director                                         
|Andrzej Andraczke      |  | 79  |  | Director                                         
|Carl Evans             |  | 75  |  | Director                                         



Set forth below is biographical
information about each of the individuals named in the tables above:



John M. Climaco, Esq.
– Chief Executive Officer and Director. Mr. Climaco joined CNS in September 2017 as its Chief Executive Officer. Mr. Climaco
has served in leadership roles in a variety of healthcare companies. From April 2015 to June 2017 Mr. Climaco served as the Executive
Vice-President of Perma-Fix Medical S.A where he managed the development of a novel method to produce Technitium-99. Mr. Climaco also
served as President and CEO of Axial Biotech, Inc., a DNA diagnostics company, from January 2003 to January 2013. In the process of taking
Axial from inception to product development to commercialization, Mr. Climaco created strategic partnerships with Medtronic, Johnson &
Johnson and Smith & Nephew. Mr. Climaco currently serves as a director of several public companies including Moleculin Biotech, Inc.,
a pharmaceutical company focused on anticancer drug candidates, where he has served since May 2017. Mr. Climaco served on the boards of
Digirad, Inc., a leading national provider of imaging services, from May 2012 until April 2020, and Birner Dental Management Services,
Inc., a provider of practice management services in the dental industry, since June 2017. Mr. Climaco also served as a director of PDI,
Inc., a provider of outsourced commercial services to pharma companies, in 2015, and InfuSystem Holdings, Inc., the largest supplier of
infusion services to oncologists in the U.S., from April 2012 to April 2014. Mr. Climaco obtained his Juris Doctorate Degree from the
University of California Hastings College of Law in San Francisco, CA in January 2000 and a Bachelor of Philosophy from Middlebury College
in Middlebury, VT, in May 1991. Mr. Climaco is active with the State Bar of Utah. We believe Mr. Climaco’s history with our company,
coupled with his vast experience with development stage companies and his legal background provides him with the qualifications to serve
as our chairman of the board.



Christopher S. Downs,
CPA – Chief Financial Officer.Mr. Downs has served as our chief financial officer since the closing of our IPO in November
2019. From March 2018 until September 2019, Mr. Downs served as vice president of finance and treasurer of Innovative Aftermarket Systems,
L.P., a privately held provider of finance and insurance solutions. Mr. Downs served as director of finance (from June 2011 to September
2013), vice president and treasurer (October 2013 to August 2016), executive vice president and interim chief financial officer (August
2016 to May 2017), and executive vice president, interim chief financial officer and member of the office of the president (May 2017 to
March 2018) for InfuSystem Holdings, Inc., a supplier of infusion services to oncologists in the United States. Mr. Downs spent 10 years
in investment banking with various firms including Citigroup. Mr. Downs has also served as a director of Esports Technologies, Inc., a
technology company developing and operating platforms focused on esports and competitive gaming, from March 2021. Mr. Downs is a graduate
of the United States Military Academy at West Point where he earned his Bachelor of Science. Mr. Downs earned his MBA at Columbia Business
School and his Master of Science in Accounting at the University of Houston-Clear Lake. Mr. Downs is a Certified Public Accountant in
Utah and Texas.



Sandra L. Silberman,
MD PhD – Chief Medical Officer. Dr. Silberman joined CNS in December 2017 and currently serves on a part-time basis. Dr.
Silberman has served as chief medical officer for new products of Moleculin Biotech, Inc. since November 2017 on a part-time basis. Dr.
Silberman advanced several original, proprietary compounds into Phases I through III during her work with leading biopharmaceutical companies,
including BristolMyers Squibb, AstraZeneca, Imclone and Roche. Dr. Silberman is a Hematologist/Oncologist who earned her B.A., Sc.M. and
Ph.D. from the Johns Hopkins University School of Arts and Sciences, School of Public Health and School of Medicine, respectively, and
her M.D. from Cornell University Medical College, and then completed both a clinical fellowship in Hematology/Oncology as well as a research
fellowship in tumor immunology at the Brigham & Women’ s Hospital and the Dana Farber Cancer Institute in Boston, MA. Dr. Silberman
is currently devoting only 45% of her work time to us and provides services as needed to us.









3







Donald Picker, PhD -
Chief Science Officer. Dr. Picker has served as our part-time chief science officer since June 2019. Dr. Picker has served as
the chief scientific officer of Moleculin Biotech, Inc. since August 2017 after serving as its chief operating officer from July 2015
until August 2017 and as its president from January 2016 to August 2017. In 2007, Dr. Picker became the chief executive officer of IntertechBio
Corp. From 2006 through 2007, Dr. Picker was the President of Tapestry Pharmaceuticals. From 1998 to 2003, Dr. Picker was CEO of Synergy
Pharmaceuticals. Synergy was merged into Callisto Pharmaceuticals where he was vice present of research and development until 2006. From
2017 to 2018, Dr. Picker served on our board of directors. Dr. Picker received his B.S. degree from Brooklyn Polytechnic University and
his PhD from SUNY Albany in 1975. Dr. Picker is currently devoting only 25% of his work time to us and provides services as needed to
us.



Jerzy (George) Gumulka,
PhD – Director. Dr. Gumulka joined our board of directors on November 8, 2017. Dr. Gumulka has been retired since 2016.
From 2001 until his retirement he served as a Global Technology Manager ASC, a Technology Manager, Special Projects/New Technology Platforms,
Kraton Polymers US LLC and a Technical Director of Kraton Polymers do Brasil. Dr. Gumulka served on the Board of Directors of Moleculin
LLC from 2010 through 2016. Dr. Gumulka received a PhD from the University of Warsaw, Warsaw, Poland. We believe Dr. Gumulka’s technical
knowledge and experience in the field of biochemistry coupled with his vast experience in corporate leadership provides him with the qualifications
to serve as a director.



Jeffry R. Keyes –
Director. Mr. Keyes joined our board on June 25, 2018. Mr. Keyes is currently the Chief Financial Officer of Custopharm, Inc.,
a private equity backed developer of generic sterile injectable pharmaceuticals, a role he has held since April 2018. From September 2012
to April 2018, Mr. Keyes was the Chief Financial Officer and Corporate Secretary of Digirad Corporation, a publicly traded healthcare
services and medical device company. From August 2011 until September 2012, Mr. Keyes was Corporate Controller of Sapphire Energy, Inc.,
a venture capital backed start-up renewable energy company. From April 2011 to August 2011, Mr. Keyes was the Corporate Controller of
Advanced BioHealing, Inc., a venture backed provider of regenerative medicine solutions, until its sale to Shire, PLC in August 2011.
Prior to April 2011 Mr. Keyes held a variety of leadership roles in healthcare and medical device companies in finance, accounting, and
M&A support, and he started his career in public accounting. Mr. Keyes earned a B.A. degree in accounting from Western Washington
University and is a certified public accountant licensed by the Washington State Board of Accountancy. Mr. Keyes is considered a financial
expert under relevant rules of the SEC, the NYSE and NASDAQ. We believe Mr. Keyes’ financial knowledge and experience, which qualify
him as an Audit Committee Financial Expert, coupled with his vast experience in corporate leadership provides him with the qualifications
to serve as a director.



Andrzej Andraczke –
Director. Mr. Andraczke joined our board on July 9, 2018. Mr. Andraczke is currently Chief Executive Officer of Pol-Tex Holdings,
LLC, a role he has held since November 2012. He is also currently Chief Technology Officer of Syntech LLC (Ireland), a role he has held
since November 2017. From March 2000 through November 2012, Mr. Andraczke was Vice-President of Pol-Tex Methane. Mr. Andraczke earned
a M.Sc. in Engineering from Warsaw Technical University. We believe Mr. Andraczke’s vast experience in corporate leadership provides
him with the qualifications to serve as a director.



Carl Evans–
Director. Mr. Evans joined our board on July 9, 2018. Mr. Evans has been retired since 2015. From 2011 until his retirement
Mr. Evans was Executive Vice President – Exploration for KMD Operating Company, LLC. Prior to 2011, he managed international and
domestic oil exploration and production projects for several oil companies, including British Petroleum, Texaco, and Pennzoil. Mr. Evans
earned Bachelor of Science degree in Geology from the University of California, Los Angeles. We believe Mr. Evan’s vast experience
in corporate leadership provides him with the qualifications to serve as a director.



No director is related to any other director or
executive officer of our company or our subsidiaries, and, there are no arrangements or understandings between a director and any other
person pursuant to which such person was elected as director.



Our Board of Directors has adopted a written Code
of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (www.cnspharma.com)
under “Governance Documents” within the “Corporate Governance” section. We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of this Code and by posting such information on the website
address and location specified above.



Nomination of Director Candidates



We receive suggestions for
potential director nominees from many sources, including members of the Board, advisors, and stockholders. Any such nominations, together
with appropriate biographical information, should be submitted to the Chairperson of the Nominating and Corporate Governance Committee
in the manner discussed below. Any candidates submitted by a stockholder or stockholder group are reviewed and considered in the same
manner as all other candidates.









4







Qualifications for consideration
as a Board nominee may vary according to the particular areas of expertise being sought as a complement to the existing board composition.
However, minimum qualifications include high level leadership experience in business activities, breadth of knowledge about issues affecting
the Company, experience on other boards of directors, preferably public company boards, and time available for meetings and consultation
on Company matters. Our Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of
diversity in identifying director candidates, but seeks a diverse group of candidates who possess the background, skills and expertise
to make a significant contribution to the Board, to the Company and our stockholders. Candidates whose evaluations are favorable are recommended
by our Nominating and Corporate Governance Committee to the full Board for consideration. The full Board selects and recommends candidates
for nomination as directors for stockholders to consider and vote upon at the annual meeting.



A stockholder wishing to nominate
a candidate for election to our Board of Directors at any annual meeting at which the Board of Directors has determined that one or more
directors will be elected must submit a written notice of his or her nomination of a candidate to the Chairperson of the Nominating and
Corporate Governance Committee (c/o the Corporate Secretary), providing the candidates name, biographical data and other relevant
information together with a consent from the nominee. Pursuant to our Bylaws, the submission must be received at our principal executive
offices 120 days prior to the anniversary date of the mailing date of our previous year’s proxy statement so as to permit the Board
of Directors time to evaluate the qualifications of the nominee.



We have employed an executive
search firm to locate additional qualified candidates for director positions.



Board Committees



We established a Nominating
and Corporate Governance Committee, an Audit Committee and a Compensation Committee. Our Board of Directors has adopted and approved a
charter for each of these standing committees. The charters, which include the functions and responsibilities of each of the committees,
can be found in the “Investors - Corporate Governance” section on our web site at www.cnspharma.com.



Audit Committee. The
members of the Audit Committee are Mr. Keyes (Chair), Mr. Andraczke and Mr. Evans. Each member of the Audit Committee is independent as
defined by the Nasdaq Rules. In addition, each member of the Audit Committee satisfies the additional requirements of the SEC and Nasdaq
Rules for audit committee membership, including the additional independence requirements and the financial literacy requirements. The
Board has determined that at least one member of the Audit Committee, Mr. Keyes, is an “audit committee financial expert”
as defined in the SEC’s rules and regulations. The primary purpose of the Audit Committee is to oversee the quality and integrity
of our accounting and financial reporting processes and the audit of our financial statements. The Audit Committee is responsible for
selecting, compensating, overseeing and terminating the selection of our independent registered public accounting firm.



Nominating and Corporate
Governance Committee. The members of the Nominating and Corporate Governance Committee are Mr. Evans (Chair), Dr. Gumulka, and Mr.
Keyes. Each member of the Nominating and Corporate Governance Committee is independent as defined by Nasdaq Rules. The primary functions
and responsibilities of the Nominating and Corporate Governance Committee are to: (a) determine the qualifications, qualities, skills,
and other expertise required to be a director; (b) identify and screen individuals qualified to become members of the Board; (c) make
recommendations to the Board regarding the selection and approval of the nominees for director; and (d) review and assess the adequacy
of our corporate governance policies and procedures.



Compensation Committee.
The members of the Compensation Committee are Dr. Gumulka (Chair), Mr. Keyes and Mr. Andraczke. Each member of the Compensation Committee
is independent as defined by Nasdaq Rules.



The Compensation Committee
is responsible for, among other things, reviewing and making recommendations to the Board of Directors with respect to the annual compensation
for our Chief Executive Officer. The Compensation Committee also is responsible for reviewing and making recommendations to the Board
of Directors the annual compensation and benefits for our other executive officers. The Compensation Committee also, among other things,
reviews compensation of the Board, reviews and makes recommendations on all new executive compensation programs that are proposed for
adoption and administers the Company’s equity incentive plans. The Compensation Committee is responsible for reviewing director
compensation for service on the Board and Board committees at least once a year and to recommend any changes to the Board.



Our Chief Executive Officer
reviews the performance of our other executive officers (other than himself) and, based on that review, our Chief Executive Officer makes
recommendations to the Compensation Committee about the compensation of executive officers (other than himself). Our Chief Executive Officer
does not participate in any deliberations or approvals by the Board or the Compensation Committee with respect to his own compensation.









5







| | Item 11. | Executive Compensation
| | -------- | ----------------------



Executive Officer Compensation



Our named executive officers
for the years ended December 31, 2021 and 2020, which consist of our principal executive officer and our two other most highly compensated
executive officers, are: (i) John Climaco, our chairman and chief executive officer; (ii) Chris Downs, our chief financial officer; and
(ii) Sandra Silberman, our chief medical officer.



Summary Compensation Table
– 2021



|Name and Principal Position                        | Year | Salary
($) (1) | Bonus
($) | Stock Awards
($) | Optionawards($) (1) | Nonequity incentive plan compensation
    ($) | Total ($)
|-------------------------------------------------- | ---- | -------------- | --------- | ---------------- | ------------------- | --------------------------------------------- | ---------
|John Climaco, Chairman and Chief Executive Officer | 2021 | 525,000        | -         | 197,940          | -                   | 123,000                                       | 845,940  
|                                                   | 2020 | 440,000        | -         | -                | 937,808             | 195,100                                       | 1,572,908
|                                                   |      |                |           |                  |                     |                                               |          
|Christopher Downs, Chief Financial Officer (2)     | 2021 | 340,000        | -         | 82,475           | -                   | 58,000                                        | 480,475  
|                                                   | 2020 | 300,000        | -         | -                | 396,299             | 94,700                                        | 790,999  
|                                                   |      |                |           |                  |                     |                                               |          
|Sandra Silberman, Chief Medical Officer            | 2021 | 200,000        | 10,000    | 41,238           | -                   | 18,000                                        | 269,238  
|                                                   | 2020 | 175,000        | -         | -                | 127,058             | 38,900                                        | 340,958  



(1)          Represents
the full grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond
to the actual value that may be realized by the named executive officer. For a summary of the assumptions made in the valuation of the
awards, please see Note 4 to our financial statements as of and for the period ended December 31, 2021 included in our Form 10-K. Option
awards for the 2020 calendar year were granted in February 2021. Stock awards for the 2021 calendar year consist of restricted stock unit
awards that were granted in April 2022.



Narrative Disclosure to Summary Compensation Table



We review compensation annually
for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider
compensation for comparable positions in the market, the individual executive’s performance as compared to our expectations and
objectives, our desire to motivate our employees to achieve short and long-term results that are in the best interests of our stockholders
and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base
salary, bonus or long-term incentives. Our Compensation Committee typically reviews and discusses management’s proposed compensation
with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion,
the Compensation Committee then determines the compensation for each executive officer. Our Compensation Committee, without members of
management present, discusses and ultimately approves the compensation of our executive officers.



Annual Base Salary



For the 2022, the base salaries
for Mr. Climaco, Mr. Downs, and Dr. Silberman did not change from the prior year and are $525,000, $340,000, and $200,000, respectively.



Annual Bonus and Non-Equity Incentive Plan Compensation



We seek to motivate and reward
our executives for achievements relative to our corporate goals and objectives for each fiscal year. For the 2022 compensation year, the
target bonus for Mr. Climaco, Mr. Downs and Dr. Silberman are 55%, 40%, and 40%, respectively, of their base salary.









6







The actual performance-based
annual bonus paid is calculated by multiplying the executive’s annual base salary, target bonus percentage, the percentage attainment
of the corporate goals established by the Board for such year. However, the Compensation Committee is not required to calculate bonuses
in this manner and retains discretion in the amounts it awards and the factors it takes into consideration in determining bonus amounts.
At the end of the year, the Compensation Committee reviews our performance against our goals and objectives and approves the extent to
which we achieved each of our corporate goals and objectives, and, for each named executive officer, the amount of the bonus awarded.



For 2021, bonuses were
awarded based on our achievement of specified corporate goals, including the clinical trial progress of Berubicin, our ability to
add additional candidates to our pipeline, and our ability to maintain sufficient funding. Based on the level of achievement, our
Compensation Committee awarded Mr. Climaco, Mr. Downs and Dr. Silberman 42.5%, 42.5%, and 25% of their potential bonuses for 2021.
These actual bonus amounts are reflected in the “Non-Equity Incentive Plans” column of the Summary Compensation Table
above. In addition, Dr. Silberman was granted a discretionary special recognition award of $10,000, which is reflected in the
“Bonus” column of the Summary Compensation Table above.



For 2022, bonuses will be
awarded based on our achievement of specified corporate goals.



Long-Term Incentives



Each year our Compensation
Committee provides for equity grants to each of our named executive officers to provide for long-term performance incentive. Awarded in
2022 for services provided in 2021, Mr. Climaco, Mr. Downs and Dr. Silberman received restricted stock unit grants of 600,000 units, 250,000
units and 125,000 units, respectively. Each restricted stock unit is convertible into one share of our common stock, and vests as follows:
vest as follows: (i) 25% of the grant will vest in four equal annual installments over 4 years; (ii) 25% of the grant will vest if within
24 months from issuance the average the closing price of our common stock over a ten trading day period exceeds $2.00 (subject to pro
rata adjustment for stock splits or similar events); (iii) 25% of the grant will vest if within 36 months from issuance the average the
closing price of our common stock over a ten trading day period exceeds $4.00 (subject to pro rata adjustment for stock splits or similar
events); and (iv) 25% of the grant will vest if within 24 months from issuance we achieve positive interim, clinical data as determined
by our Board of Directors.



Employment Agreements



John Climaco



On September 1, 2017, we entered into an employment
agreement with John Climaco pursuant to which Mr. Climaco agreed to serve as our Chief Executive Officer commencing on such date for an
initial term of three years. On September 1, 2020, we entered into an amendment to the employment agreement. The amendment extends the
term of employment under the employment agreement for additional twelve-month periods, unless and until either the Company or Mr. Climaco
provides written notice to the other party not less than sixty days before such anniversary date that such party is electing not to extend
the term. If the Company provides notice of its election not to extend the term, Mr. Climaco may terminate his employment at any time
prior to the expiration of the term by giving written notice to the Company at least thirty days prior to the effective date of termination,
and upon the earlier of such effective date of termination or the expiration of the term, Mr. Climaco shall be entitled to receive the
same severance benefits as are provided upon a termination of employment by the Company without cause. Pursuant to the amendment, the
severance benefits shall be twelve months of Mr. Climaco’s base salary. Such severance payment shall be made in a single lump sum
sixty days following the termination, provided that Mr. Climaco has executed and delivered to the Company, and has not revoked a general
release of the Company.



Christopher Downs



On September 14, 2019, we
entered into an employment agreement with Mr. Christopher Downs pursuant to which Mr. Downs agreed to serve as our Chief Financial Officer
commencing on the closing date of our IPO for an initial term of three years. The agreement provided for an initial annual base salary
of $300,000, subject to adjustment each year. Under the agreement, Mr. Downs was granted a ten-year option to purchase 300,000 shares
at an exercise price per share equal to the public offering price per share of the shares sold in the IPO, or $4.00 per share. The option
vests in four equal installments on each of the succeeding four anniversary dates of the option grant, provided Mr. Downs is employed
by us on each such vesting date. If Mr. Downs’ employment is terminated at our election without “cause” (as defined
in the agreement), or by Mr. Downs for “good reason” (as defined in the agreement), Mr. Downs shall be entitled to receive
severance payments equal to six months of Mr. Downs’ base salary. Mr. Downs has agreed not to compete with us until six months after
the termination of his employment.









7







Other Executive Arrangements



On June 28, 2019, our we entered
into employment letters with Drs. Silberman and Picker pursuant to which we agreed to the following compensation terms: (i) Dr. Silberman
agreed to commit 50% of her time to our matters in exchange for a base salary, commencing upon the successful closing of the IPO, of $175,000;
commencing at the end of 2019, an annual cash bonus target of 28% of her base salary (prorated for any partial years); and a ten-year
option to purchase 125,000 shares of common stock with an exercise price of $2.00 per share vesting annually in four equal installments;
and (ii) Dr. Picker agreed to commit 25% of his time to our matters in exchange for a base salary, commencing upon the successful closing
of the IPO, of $91,000; commencing at the end of 2019, an annual cash bonus target of 36% of his base salary (prorated for any partial
years); and a ten-year option to purchase 100,000 shares of common stock with an exercise price of $2.00 per share vesting annually in
four equal installments.



Outstanding Equity Awards



The following table sets forth
certain information concerning our outstanding options for our named executive officers on December 31, 2021.



Outstanding Equity Awards
At Fiscal Year-End —2021



|Option Awards     |            |                           
|----------------- | ---------- | --------------------------
|Name              |            | Grant Date of Equity Award
|John Climaco      |            | 2/5/2021                  
|                  | 6/28/2019  |                           
|Christopher Downs |            | 2/5/2021                  
|                  | 11/13/2019 |                           
|Sandra Silberman  |            | 2/5/2021                  
|                  | 6/28/2019  |                           
|                  | 12/22/2017 |                           



(1)          The
shares underlying the options vest in equal annual installments over a four-year period (i.e., one-quarter of each grant vests on the
first, second, third and fourth anniversary of the grant date).



Director Compensation



The following table sets forth
the total compensation earned by our non-employee directors in 2021 (Mr. Climaco did not earn additional compensation during 2021 for
his services on the Board, and his compensation is fully reflected in the “—Summary Compensation Table” above):



|Name                   | Fees earned or paid in cash ($) | Option Awards ($) (1) | Total ($)
|---------------------- | ------------------------------- | --------------------- | ---------
|Jerzy (George) Gumulka | $48,100                         | $50,006               | $98,106  
|Jeffry R. Keyes        | $66,500                         | $50,006               | $116,506 
|Andrzej Andraczke      | $46,500                         | $50,006               | $96,506  
|Carl Evans             | $48,000                         | $50,006               | $98,006  



(1) Represents the full grant date fair value
of the awards calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may
be realized by the named executive officer. For a summary of the assumptions made in the valuation of the awards, please see Note 4 to
our financial statements as of and for the period ended December 31, 2021 included in our Form 10-K. As of December 31, 2021, the aggregate
number of shares outstanding under all options to purchase our common stock held by our non-employee directors were: Dr. Gumulka –
178,559 shares; Mr. Keyes – 178,559 shares; Mr. Andraczke – 178,559 shares; Mr. Evans – 178,559 shares. None of our
non-employee directors held stock awards other than options as of December 31, 2021.









8







In March 2020, our compensation committee recommended
to our Board and our Board approved the following policy for compensating non-employee members of the Board. Each independent director
shall receive annual cash compensation of $35,000. In addition, the chairperson of the Audit Committee, Compensation Committee and Nominating
and Governance Committee shall receive an annual compensation of $10,000, $7,000 and $5,000, respectively; the other members of such committees
shall receive an annual compensation of $5,000, $3,500 and $3,000, respectively; and the lead independent director shall receive annual
compensation of $10,000. In addition, we agreed to pay a one-time make-whole payment to the independent directors as follows: (i) Jeff
Keyes - $6,554.79; (ii) Jerzy (George) Gumulka - $3,972.60; (iii) Carl Evans - $3,972.60; and (iv) Andrzej Andraczke - $3,376.71.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------



The following table sets forth information, as
of April 29, 2022, regarding beneficial ownership of our common stock by:



|· | each of our directors;
|- | ----------------------



|· | each of our executive officers;
|- | -------------------------------



|· | all directors and executive officers as a group; and
|- | ----------------------------------------------------



|· | each person, or group of affiliated persons, known by us to beneficially own more
than five percent of our shares of common stock.
|- | ----------------------------------------------------------------------------------------------------------------------------------



Beneficial ownership is determined according to
the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she possesses sole or shared voting
or investment power of that security and includes options that are currently exercisable or exercisable within 60 days. Each director
or officer, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise indicated,
we believe that the beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment
and voting power with respect to their shares, except where community property laws may apply. Except as otherwise noted below, the address
for each person or entity listed in the table is c/o CNS Pharmaceuticals, Inc., 2100 West Loop South, Suite 900, Houston, TX 77027.



|Name and address of beneficial owner | Shares beneficially
owned | Percentage of Class (1)
|------------------------------------ | ------------------------- | -----------------------
|                                     |                           |                        
|John Climaco                         | 1,347,423 (2) (3)         | 3.4%                   
|Christopher S. Downs                 | 367,250 (2) (4)           | *                      
|Sandra Silberman                     | 179,250 (2) (5)           | *                      
|Jerzy (George) Gumulka               | 146,559 (2) (6)           | *                      
|Jeffry R. Keyes                      | 157,659 (2) (6)           | *                      
|Andrzej Andraczke                    | 146,559 (2) (6)           | *                      
|Carl Evans                           | 150,309 (2) (6)           | *                      
|Directors and Officers as a group    | 2,676,009                 | 6.7%                   
|5% or greater shareholders           |                           |                        
|Waldemar Priebe                      | 7,533,133 (7)             | 18.8%                  



*            Less
than 1%.



(1)          Based
on 40,032,481 shares of common stock outstanding as of April 29, 2022.



(2)          The
restricted stock units granted to Mr. Climaco, Mr. Downs and Dr. Silberman vest, in part, on the achievement of certain stock price and
clinical trial milestones. For purposes of the above table, we have assume that the foregoing milestones have not been achieved. See “Item
11. Executive Compensation – Executive Officer Compensation – Narrative Disclosure to Summary Compensation Table – Long-Term
Incentives” for details on the foregoing restricted stock unit grants.



(3)       Includes
options to purchase 407,125 shares of common stock, which are exercisable within 60 days of April 29, 2022.



(4)       Includes
options to purchase 182,750 shares of common stock, which are exercisable within 60 days of April 29, 2022.



(5)       Includes
options to purchase 179,250 shares of common stock, which are exercisable within 60 days of April 29, 2022.



(6)       Includes
options to purchase 146,559 shares of common stock, which are exercisable within 60 days of April 29, 2022.



(7)          Of
the amount in the table, 200,000 shares are held by Houston Pharmaceuticals, Inc. Dr. Priebe has voting and dispositive power over the
shares held by Houston Pharmaceuticals, Inc.









9







Securities Authorized for Issuance under Equity Compensation
Plans



The following table sets forth information regarding
our equity compensation plans at December 31, 2021:



|Plan category                                                  |  | Number of securities to be issued upon exercise
    of outstanding options,
    warrants and rights
    (a) |           |  | Weighted-average exercise price of
    outstanding options, warrants and rights
    (b) |   |      | Number of securities (by class) remaining available
    for future issuance under equity compensation
    plans (excluding securities reflected in column
    (a))
    (c) | 
|-------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- | --------- |  | --------------------------------------------------------------------------------------- | - | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|﻿Equity compensation plans approved by security holders (1)    |  |                                                                                                             | 2,864,736 |  |                                                                                         | $ | 2.25 |                                                                                                                                                                            | 
|Equity compensation plans not approved by security holders (2) |  |                                                                                                             | 265,250   |  |                                                                                         | $ | 3.00 |                                                                                                                                                                            | 



(1)   Represents shares of common stock issuable upon exercise
of outstanding stock options and rights under our 2017 and 2020 Stock Plans.

(2)   Consists of warrants issued to the underwriter in our
IPO and follow-on offering and to consultants.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------



On December 28, 2017, we obtained
the rights to a worldwide, exclusive royalty-bearing, license to the chemical compound commonly known as Berubicin from Houston Pharmaceuticals,
Inc. (“HPI”) in an agreement we refer to as the HPI License. Dr. Priebe controls HPI. Under the HPI License we obtained the
exclusive right to develop certain chemical compounds for use in the treatment of cancer anywhere in the world. Our rights pursuant to
the HPI License are contingent on us raising at least $7,000,000 within 12 months from the effective date of the HPI License, a date which
can be extended by an additional 12 months by the payment of a nominal fee. In the HPI License we agreed to pay HPI: (i) development fees
of $750,000 over a three-year period beginning after the $7.0 million raise is complete; (ii) a 2% royalty on net sales; (iii) a $50,000
per year license fee; (iv) milestone payments of $100,000 upon the commencement of a Phase II trial and $1.0 million upon the approval
of an NDA for Berubicin; and (v) 200,000 shares of our common stock. Unrelated to this agreement we purchased $441,075 of pharmaceutical
products from HPI for use in our clinical trials during 2021.



On August 30, 2018, we entered into a sublicense agreement with WPD
Pharmaceuticals, Inc. (“WPD”). Pursuant to the agreement, the Company granted WPD an exclusive sublicense, even as to us,
for the patent rights we licensed pursuant to the HPI License within the following countries: Poland, Estonia, Latvia, Lithuania, Belarus,
Ukraine, Moldova, Romania, Bulgaria, Serbia, Macedonia, Albania, Armenia, Azerbaijan, Georgia, Montenegro, Bosnia, Croatia, Slovenia,
Slovakia, Czech Republic, Hungary, Chechnya, Uzbekistan, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Greece, Austria, and Russia.
The sublicense agreement provides that WPD must use commercially reasonable development efforts to attempt to develop and commercialize
licensed products in the above mentioned territories, which means the expenditure of at least $2.0 million on the development, testing,
regulatory approval or commercialization of the licensed products during the three year period immediately following the date of the sublicense
agreement. In the event that WPD fails to use commercially reasonable development efforts by the foregoing three-year deadline, we have
the right to terminate this sublicense agreement. As of December 31, 2021, the Company has received reports of the WPD expenditures related
to this agreement, has conducted due inquiry into validating those expenditures, and has determined that WPD has exercised commercially
reasonable development efforts and has therefore fulfilled the terms of the agreement necessary to secure their rights under the sublicense
in perpetuity subject to the ongoing obligations of the sublicense. In consideration for the rights granted under the sublicense agreement,
to the extent we are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, WPD agreed
to advance us such payments, and to pay us a royalty equal to 1% of such payments. WPD is a Polish corporation that is majority-owned
by an entity controlled by Dr. Priebe, our founder and largest shareholder.









10







On February 19, 2021, CNS
entered into an Investigational Medicinal Product Supply Agreement with WPD, a related party. CNS agreed to sell the Berubicin drug product
to WPD at historical cost of manufacturing without markup so that WPD may conduct the clinical trials contemplated by the sublicense
agreement. WPD agreed to pay CNS the following payments: (i) an upfront payment of $131,073 upon execution of the agreement, (ii),
a payment of $262,145 upon final batch release and certification performed by WPD's subcontractor, and (iii) a final payment of
$262,145 upon Clinical Trial Application acceptance by the relevant regulatory authority. All three milestones have been met as
of December 31, 2021. In addition, as of December 31, 2021, the drug product with a cost of approximately $655,000 has been delivered
to WPD and is being held at a third party depot. As such, the full amount of approximately $655,000 is now due from WPD. As of December
31, 2021, CNS has invoiced the three amounts plus pass through cost for a total of $656,938. However, as of December 31, 2021, WPD has
not remitted payment for the invoices and, as such, we have not recorded a receivable due to the collectability issues. Subsequent to
December 31, 2021, the Company has received payment for the first amount due of $131,073. The Company is continuing to work with WPD
to resolve this situation.



On August 31, 2018, we entered
into a sublicense agreement with Animal Life Sciences, LLC, or ALI, pursuant to which we granted ALI an exclusive sublicense, even as
to us, for the patent rights we licensed pursuant to the HPI License solely for the treatment of cancer in non-human animals through any
type of administration. In consideration for the rights granted under the sublicense agreement, ALI agreed to issue us membership interests
in ALI equal to 1.52% of the outstanding ALI membership interests. As additional consideration for the rights granted, to the extent we
are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, ALI agreed to advance us
such payments, and to pay us a royalty equal to 1% of such payments. Dr. Priebe holds 38% of the membership interests of ALI.



On January 29, 2019, we entered
into a consulting agreement with WPD. The agreement is for a period of one year, with compensation of $5,000 per month. The consulting
services include the full-time services of a technical researcher currently employed by WPD. We paid $30,000 for the first six months
upon execution of the agreement.





On March 20, 2020, we entered
into a development agreement with WPD, a company founded by Dr. Priebe. Pursuant to the agreement, WPD agreed to use its commercially
reasonable efforts in good faith to develop and commercialize certain products that WPD had previously sublicensed, solely in the field
of pharmaceutical drug products for the treatment of any viral infection in humans, with a goal of eventual approval of in certain territories
consisting of: Germany, Poland, Estonia, Latvia, Lithuania, Belarus, Ukraine, Romania, Armenia, Azerbaijan, Georgia, Slovakia, Czech Republic,
Hungary, Uzbekistan, Kazakhstan, Greece, Austria, Russia, Netherlands, Turkey, Belgium, Switzerland, Sweden, Portugal, Norway, Denmark,
Ireland, Finland, Luxembourg, Iceland. Pursuant to the agreement, we agreed to pay WPD the following payments: (i) an upfront payment
of $225,000 to WPD; and (ii) within thirty days of the verified achievement of the Phase II Milestone, (such verification shall be conducted
by an independent third party mutually acceptable to the parties hereto), we will make a payment of $775,000 to WPD. WPD agreed to pay
a development fee of 50% of the net sales for any products in the above territories; provided that Poland shall not be included as a territory
after WPD receives marketing approval for a product in one-half of the countries included in the agreed upon territories or upon the payment
by WPD to us of development fees of $1.0 million. The term of the agreement will expire on the expiration of the sublicense pursuant to
which WPD has originally sublicensed the products.



On February 19, 2021, CNS
entered into a Investigational Medicinal Product Supply Agreement with WPD. CNS agreed to sell Berubicin drug product to WPD at historical
cost of manufacturing without markup so that WPD may conduct the clinical trials contemplated by the sublicense agreement. WPD agreed
to pay CNS the following payments: (i) an upfront payment of $131,072.42 upon execution of the agreement, (ii), a payment of $262,144.85
upon final batch release and certification performed by WPD's subcontractor, and (iii) a final payment of $262,144.85 upon Clinical Trial
Application acceptance by the relevant regulatory authority.



Our scientific advisory board
includes Dr. Priebe. On July 15, 2021, our compensation committee recommended to our board and our board approved cash compensation to
each scientific advisory board member of $68,600 annually.







11







Policies and Procedures for Related Party Transactions



Our audit committee charter
provides that our audit committee is responsible for reviewing and approving in advance any related party transaction. This will cover,
with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship,
or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved
exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases
of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees
of indebtedness and employment by us of a related person. In determining whether to approve a proposed transaction, our Audit Committee
will consider all relevant facts and circumstances including: (i) the materiality and character of the related party’s direct or
indirect interest; (ii) the commercial reasonableness of the terms; (iii) the benefit or perceived benefit, or lack thereof, to us; (iv)
the opportunity cost of alternate transactions; and (v) the actual or apparent conflict of interest of the related party.



Director Independence



The rules of the Nasdaq Stock Market, or the Nasdaq
Rules, require a majority of a listed company’s board of directors to be composed of independent directors. In addition, the Nasdaq
Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance
committees be independent. Under the Nasdaq Rules, a director will only qualify as an independent director if, in the opinion of our Board
of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out
the responsibilities of a director. The Nasdaq Rules also require that audit committee members satisfy independence criteria set forth
in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes
of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit
committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory
fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.
In considering the independence of compensation committee members, the Nasdaq Rules require that our board of directors must consider
additional factors relevant to the duties of a compensation committee member, including the source of any compensation we pay to the director
and any affiliations with our company.



Our board of directors undertook
a review of the composition of our board of directors and its committees and the independence of each director. Based upon information
requested from and provided by each director concerning his background, employment and affiliations, including family relationships,
our board of directors has determined that each of our directors, with the exception of Mr. Climaco, are independent as defined under
the Nasdaq Rules.





|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------



Aggregate fees for professional services rendered
by MaloneBailey, LLP for their services for the fiscal years ended December 31, 2020 and 2021, respectively, were as follows:



|                   |  | 2020 |        |  | 2021 |  
|------------------ |  | ---- | ------ |  | ---- | -
|Audit Fees         |  | $    | 48,000 |  |      | $
|Audit-related fees |  |      | 3,000  |  |      |  
|Tax fees           |  |      | 0      |  |      |  
|All other fees     |  |      | 0      |  |      |  
|TOTAL              |  | $    | 51,000 |  |      | $







12







Audit Fees



Audit fees represent the aggregate fees billed
for professional services rendered by our independent accounting firm for the audit of our annual financial statements, review of financial
statements included in our quarterly reports, review of registration statements or services that are normally provided in connection with
statutory and regulatory filings or engagements for those fiscal years.



Audit-Related Fees



Audit-related fees represent the aggregate fees
billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements
and are not reported under Audit Fees.



Tax Fees



Tax fees represent the aggregate fees billed for
professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning for such years.



All Other Fees



All other fees represent the aggregate fees billed
for products and services other than the services reported in the other categories.



Audit Committee Pre-Approval Policies and Procedures



The Audit Committee on an annual basis reviews
audit and non-audit services performed by the independent auditors. All audit and non-audit services are pre-approved by the Audit Committee,
which considers, among other things, the possible effect of the performance of such services on the auditors’ independence.































13







PART IV



| | Item 15. | Exhibits, Financial Statement Schedules
| | -------- | ---------------------------------------



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



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



2.       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.



3.       Exhibits



EXHIBIT INDEX



|ExhibitNumber | Description of Document                                                                                                                                                                                               
|------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1           | Amended and Restated Articles of Incorporation of CNS Pharmaceuticals, Inc. (filed as exhibit 2.1 to the Company’s Form 1-A file no. 024-10855)                                                                       
|              |                                                                                                                                                                                                                       
|3.2           | Amended and Restated Bylaws of CNS Pharmaceuticals, Inc. (filed as exhibit 2.2 to the Company’s Form 1-A file no. 024-10855)                                                                                          
|              |                                                                                                                                                                                                                       
|4.1           | Form of warrant issued to convertible debt holders (filed as exhibit 3.2 to the Company’s Form 1-A file no. 024-10855)                                                                                                
|              |                                                                                                                                                                                                                       
|4.2           | Form of Underwriter Warrant (filed as exhibit 4.4 to the Company’s Form 1-A Amendment file no. 024-10855)                                                                                                             
|              |                                                                                                                                                                                                                       
|4.3           | Description of Securities of CNS Pharmaceuticals, Inc. (filed as exhibit 4.3 to the Company’s Form 10-K/A filed April 30, 2021)                                                                                       
|              |                                                                                                                                                                                                                       
|4.4           | 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)                                             
|              |                                                                                                                                                                                                                       
|4.5           | Form 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)                                  
|              |                                                                                                                                                                                                                       
|4.6           | Description of Securities of CNS Pharmaceuticals, Inc. (incorporated by reference to Exhibit 4.3 to the Form 10-K (Amendment 2) filed with the Commission on April 30, 2021)                                          
|              |                                                                                                                                                                                                                       
|10.1          | 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. 024-10855)
|              |                                                                                                                                                                                                                       
|10.2          | 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 no. 024-10855)              
|              |                                                                                                                                                                                                                       
|10.3 **       | 2017 Stock Plan of CNS Pharmaceuticals, Inc.(filed as exhibit 6.3 to the Company’s Form 1-A file no. 024-10855)                                                                                                       
|              |                                                                                                                                                                                                                       
|10.4 **       | Employment Agreement between CNS Pharmaceuticals, Inc. and John M. Climaco dated September 1, 2017 (filed as exhibit 6.4 to the Company’s Form 1-A file no. 024-10855)                                                









14







|10.5 ** | Consulting 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. 024-10855)        
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                          
|10.6    | 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. 024-10855) 
|        |                                                                                                                                                                                          
|10.7    | 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. 024-10855)
|        |                                                                                                                                                                                          
|10.8 ** | Employment Letter between CNS Pharmaceuticals, Inc. and Donald Picker (filed as exhibit 10.8 to the Company’s Form 1-A Amendment file no. 024-10855)                                     



|10.9 **  | Employment Letter between CNS Pharmaceuticals, Inc. and Sandra Silberman (filed as exhibit 10.9 to the Company’s Form 1-A Amendment file no. 024-10855)                                                                                                                                                 
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                         
|10.10 ** | Employment Agreement between CNS Pharmaceuticals, Inc. and Christopher Downs (filed as exhibit 10.10 to the Company’s Form 1-A Amendment file no. 024-10855)                                                                                                                                            
|         |                                                                                                                                                                                                                                                                                                         
|10.11  + | Patent 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. D. Anderson Cancer Center, dated January 10, 2020 (filed as exhibit 10.11 to the Company’s Form 10-K filed March 12, 2020)
|         |                                                                                                                                                                                                                                                                                                         
|10.12 ** | Non-Employee Director Compensation Plan (filed as exhibit 10.12 to the Company’s Form 10-K filed March 12, 2020)                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                         
|10.13    | Development 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)                                                                                                                             
|         |                                                                                                                                                                                                                                                                                                         
|10.14 ** | 2020 Stock Plan of CNS Pharmaceuticals, Inc. (filed as exhibit 99.2 to the Company’s Form S-8, file no. 333-239998, filed on July 22, 2020                                                                                                                                                              
|         |                                                                                                                                                                                                                                                                                                         
|10.15**  | 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)                                                                                                                  
|         |                                                                                                                                                                                                                                                                                                         
|10.16    | Purchase Agreement, dated as of September 15, 2020, by and between the Company and Lincoln Park Capital Fund, LLC (filed as exhibit 10.1 to the Company’s Form 8-K filed September 21, 2020)                                                                                                            
|         |                                                                                                                                                                                                                                                                                                         
|10.17    | Registration Rights Agreement, dated as of September 15, 2020, by and between the Company and Lincoln Park Capital Fund, LLC (filed as exhibit 10.2 to the Company’s Form 8-K filed September 21, 2020)                                                                                                 
|         |                                                                                                                                                                                                                                                                                                         
|10.18    | Form 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)                                                                                                  









15







|31.1 * | Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended                                      
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                              
|31.2 * | Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended                                      
|       |                                                                                                                                                              
|32.1 * | Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|       |                                                                                                                                                              
|32.2 * | Certification of Principal Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|*  | Filed herewith.                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|** | Management contract or compensatory plan, contract or arrangement.                                                                                                                                                                                  
|+  | 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.



| | Item 16. | 10-K Summary
| | -------- | ------------



None.







































16







SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) 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.
|-------------------- | -------------------------
|                     |                          
|Date: April 29, 2022 | By:                      
|                     |                          
|                     |                          



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on
the dates indicated.



|Date: April 29, 2022 | By: | /s/ John Climaco                                                                      
|-------------------- | --- | --------------------------------------------------------------------------------------
|                     |     | John Climaco                                                                          
|                     |     | Chief Executive Officer, President and Director
    
    (Principal Executive Officer)



|Date: April 29, 2022 | /s/ Christopher Downs                                                        
|-------------------- | -----------------------------------------------------------------------------
|                     | Christopher Downs                                                            
|                     | Chief Financial Officer
    
    (Principal Financial and Accounting Officer)



|Date: April 29, 2022 | /s/ Jerzy (George) Gumulka
|-------------------- | --------------------------
|                     | Jerzy (George) Gumulka    
|                     | Director                  



|Date: April 29, 2022 | /s/ Carl Evans
|-------------------- | --------------
|                     | Carl Evans    
|                     | Director      



|Date: April 29, 2022 | /s/ Jeffry Keyes
|-------------------- | ----------------
|                     | Jeffry Keyes    
|                     | Director        



|Date: April 29, 2022 | /s/ Andrzej Andraczke
|-------------------- | ---------------------
|                     | Andrzej Andraczke    
|                     | Director             









17