### S-3 - FORM S-3 REGISTRATION STATEMENT
S-3
1
cns_s3.htm
FORM S-3 REGISTRATION STATEMENT
Table of Contents
As filed with the Securities and Exchange Commission
on May 19, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CNS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its Charter)
Nevada |
82-2318545 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
2100 West Loop South, Suite 900
Houston, TX 77027
(800) 946-9185
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Mr. Rami Levin
Chief Executive Officer
2100 West Loop South, Suite 900, Houston, TX
77027
(800) 946-9185
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Cavas S. Pavri
Johnathan C. Duncan
ArentFox Schiff LLP
1717 K Street, NW
Washington, DC 20006
Telephone: (202) 724-6847
Facsimile: (202) 778-6460
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
| | |
The information in
this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion
Dated May 19, 2026
PROSPECTUS
CNS PHARMACEUTICALS, INC.
Up to 9,793,479 Shares of Common Stock
This prospectus relates
to the resale, from time to time, by the selling shareholders (the “ Selling Shareholders ”) identified in this prospectus
under the caption “Selling Shareholders,” of up to 9,793,479 shares of our common stock. The 9,793,479 shares of common
stock offered for resale hereby consist of (i) 650,000 shares of our common stock purchased by the Selling Shareholders, and (ii)
9,143,479 shares of common stock issuable upon exercise of pre-funded common stock purchase warrants (the “Pre-Funded
Warrants”) purchased by the Selling Shareholders. Subject to certain ownership limitations, the Pre-Funded Warrants are
exercisable immediately for one share of common stock at an exercise price of $0.001 per share and have no expiration date,
remaining exercisable until exercised in full. See “ Prospectus Summary – May Private Placement ” for additional
information regarding the private placement transaction pursuant to which the shares of common stock and Pre-Funded Warrants were
acquired.
We are registering the resale
of the shares of common stock and the shares of common stock issuable upon exercise of the Pre-Funded Warrants on behalf of the Selling
Shareholders, to be offered and sold by the Selling Shareholders from time to time.
We are not selling any shares
of common stock under this prospectus and will not receive any proceeds from the sale by the Selling Shareholders of such shares. We are
paying the cost of registering the shares of common stock covered by this prospectus as well as various related expenses. Each Selling
Shareholder is responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of its shares.
Our common stock is listed
on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CNSP.” On May 18, 2026, the closing price of the common
stock, as reported on Nasdaq, was $4.71 per share. There is no established public trading market for the Pre-Funded Warrants, and we do
not expect a market to develop. In addition, we do not intend to apply for a listing of the Pre-Funded Warrants on any national securities
exchange.
You should read this prospectus,
together with additional information described under the headings “ Incorporation of Certain Information by Reference ”
and “ Where You Can Find More Information , ” carefully before you invest in any of our securities.
Investing in our securities
involves a high degree of risk. See the section entitled ” Risk Factors ” beginning on page 5 of this
prospectus for a discussion of risks that should be considered in connection with an investment in our securities.
Neither the Securities
and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2026
| | |
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS |
1 |
PROSPECTUS SUMMARY |
2 |
THE OFFERING |
4 |
RISK FACTORS |
5 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
6 |
USE OF PROCEEDS |
7 |
SELLING SHAREHOLDERS |
8 |
PLAN OF DISTRIBUTION |
10 |
EXPERTS |
12 |
LEGAL MATTERS |
12 |
WHERE YOU CAN FIND MORE INFORMATION |
12 |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE |
13 |
| i | |
ABOUT THIS PROSPECTUS
This prospectus is part of
the registration statement that we filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the Selling
Shareholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this
prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information
not contained in this prospectus.
This prospectus and the documents
incorporated by reference into this prospectus include important information about us, the securities being offered and other information
you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate
on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares
of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained
in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read
and consider the information in the documents to which we have referred you under “ Where You Can Find More Information ” and
“ Incorporation of Certain Information by Reference ” in this prospectus.
You should rely only on this
prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We have not, and the Selling
Shareholders have not, authorized anyone to give any information or to make any representation to you other than those contained or incorporated
by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus
does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in
this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating
risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and
covenants should not be relied on as accurately representing the current state of our affairs.
Unless otherwise indicated,
information contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and
market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications
and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our
knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions
and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those
described in “ Risk Factors ” beginning on page 5 of this prospectus. These and other factors could cause our future
performance to differ materially from our assumptions and estimates.
| 1 | |
PROSPECTUS SUMMARY
This summary
highlights selected information from this prospectus and the documents incorporated herein by reference and does not contain all of
the information that you need to consider in making your investment decision. You should carefully read the entire prospectus,
including the risks of investing in our securities discussed under ” Risk Factors ” beginning on page
5 of this prospectus, the information incorporated herein by reference, including our financial statements, and the exhibits
to the registration statement of which this prospectus is a part. All references in this prospectus to “ we, ” “ us, ” “ our, ”
“CNS,” “ CNSP, ” the ” Company ” and similar designations refer to CNS
Pharmaceuticals, Inc., unless otherwise indicated or as the context otherwise requires.
All trademarks or trade
names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names
in this prospectus are referred to without the ® and ™ symbols, but such references should not be construed as
any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not
intend the use or display of other companies ’ trademarks and trade names to imply a relationship with, or endorsement or
sponsorship of us by, any other companies.
Our Company
We are a biotechnology company
organized as a Nevada corporation in July 2017. In March 2026, we announced a new corporate strategy focused on developing innovative
therapies for serious diseases. We are leveraging our executive team’s multi-functional experiences across high-value therapeutic
areas to execute our new corporate strategy, which also includes pivoting from a singular focus on glioblastoma multiforme and exploring
out-licensing opportunities for our legacy assets TPI 287 and Berubicin for which we have intellectual property rights under license agreement
with Cortice Biosciences, Inc. and own pursuant to a collaboration and asset purchase agreement with Reata Pharmaceuticals.
Recent Developments - May Private Placement
On May 4, 2026, we entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with the Selling Shareholders for the private placement of
(i) 650,000 shares of our common stock at $2.30 per share, and (ii) Pre-Funded Warrants to purchase 9,143,479 shares of common stock at
a purchase price of $2.299 per Pre-Funded Warrant (the “Private Placement”).
Subject to certain ownership
limitations, the Pre-Funded Warrants are exercisable immediately at an exercise price of $0.001 per share (subject to adjustment) and
remain exercisable until exercised in full. A holder may not exercise any Pre-Funded Warrant to the extent that, after giving effect to
such exercise, the holder and its affiliates would beneficially own more than 4.99% (or 9.99%, as applicable) of the total number of shares
of our common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the
holder’s election not to exceed 9.99%.
The closing of the Private
Placement occurred on May 5, 2026 (the “Closing Date”). We received gross proceeds of approximately $22.5 million, before
deducting placement agent fees and other offering expenses, and intend to use the net proceeds to identify, acquire and advance new assets
and for working capital and general corporate purposes.
In connection with the Purchase
Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Selling Shareholders
pursuant to which we agreed to file a registration statement (the “Registration Statement”) registering the resale of the
shares of Common Stock and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants within 15 days following the Closing
Date, and to use our best efforts to cause the Registration Statement to be declared effective by the SEC within 60 days following its
filing (or 90 days if reviewed by the SEC).
| 2 | |
With limited exceptions, we
have agreed not to enter into or announce any transaction for the sale of any of our equity securities or securities convertible into
our equity securities for a period of 120 days from the effective date of this registration statement. In addition, we have agreed not
to effect or enter into an agreement to effect any issuance of our common stock or any securities convertible into or exercisable or exchangeable
for shares of Common Stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until one year after the Closing
Date; provided that after 120 days from the effective date of the Registration Statement, we will be permitted to make sales under any
“at-the-market offering” sales agreement with AGP (as defined below).
On May 4, 2026, we entered
into a placement agency agreement (the “Placement Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”
or “AGP”), pursuant to which we paid the Placement Agent a cash fee equal to 7.0% of the gross proceeds from the Private Placement
and reimbursed the Placement Agent for $75,000 of fees and expenses and $15,000 of non-accountable expenses.
We are filing the registration
statement of which this prospectus forms a part in order to satisfy our obligations to the Selling Shareholders under the Registration
Rights Agreement. The registration statement registers the resale by the Selling Shareholders of the shares of common stock issued in
the Private Placement and the shares of common stock issuable upon exercise of the Pre-Funded Warrants. We will not receive any proceeds
from the resale of these shares by the Selling Shareholders, although we may receive nominal proceeds upon any cash exercise of the Pre-Funded
Warrants.
Corporate Information
Our principal executive offices
are located at 2100 West Loop South, Suite 900, Houston, TX 77027 and our telephone number is (800) 946-9185. Our website address is www.cnspharma.com.
The information on or accessible through our website is not part of this prospectus and inclusions of our website address in this prospectus
are inactive textual references only.
Risks Affecting Our Company
In evaluating an
investment in our securities, you should carefully read this prospectus and especially consider the factors incorporated by
reference in the sections titled “ Risk Factors ” commencing on page 5 of this prospectus and our
Annual Report on Form 10-K, as amended, for the year ended December 31, 2025, incorporated by reference herein.
| 3 | |
THE OFFERING
Common stock offered by Selling Shareholders: |
|
Up to 9,793,479 shares of Common Stock (consisting of (i) 650,000 shares of our common stock outstanding and held by the Selling Shareholders, (ii) 9,143,479 shares of common stock issuable upon exercise of Pre-Funded Warrants). |
|
|
|
Shares of common stock outstanding as of May 14, 2026: |
|
1,461,449 |
|
|
|
Use of proceeds: |
|
We will not receive any of the proceeds from any sale of shares of common stock by the Selling Shareholders. We will receive nominal proceeds only upon any cash exercises of the Pre-Funded Warrants, if any. See “ Use of Proceeds .” |
|
|
|
Risk factors: |
|
An investment in our securities involves substantial risk. You should read carefully the “ Risk Factors ” section on page 5 of this prospectus, and under similar headings in the other documents incorporated by reference into this prospectus. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations. |
|
|
|
Nasdaq Capital Market symbol: |
|
Our common stock is listed on The Nasdaq Capital Market under the symbol “CNSP”. There is no established public trading market for the Pre-Funded Warrants, and a market will likely never develop. The Pre-Funded Warrants are not and will not be listed for trading on the Nasdaq Stock Market, any other national securities exchange or other nationally recognized trading system. |
The number of shares of common
stock outstanding is based on 1,461,449 shares outstanding as of May 14, 2026, and excludes the 9,143,479 shares issuable upon exercise
of the Pre-Funded Warrants, as well as:
| · | 333,930 shares of common stock underlying outstanding warrants at a weighted average exercise price of
$90.72 per share; |
| | |
| · | 14,961 shares of common stock underlying outstanding options with a weighted average exercise price of
$3,289.55 per share, which options vest over a three to four-year period; |
| | |
| · | 57,017 shares of common stock underlying Restricted Stock Units which vest over a four-year period and
Performance Units which vest based on our performance against predefined share price targets and the achievement of Positive Interim,
Clinical Data as defined by the Board; and |
| | |
| · | 38,200 shares available for future issuance under the CNS Pharmaceuticals, Inc. 2020 Stock Plan. |
Except as otherwise indicated, the information
in this prospectus assumes no exercise of options or exercise of warrants.
| 4 | |
RISK FACTORS
Before making an investment
decision, in addition to the risks set forth below, you should consider the “ Risk Factors ” included under Item 1A. of our
Annual Report on Form 10-K for the year ended December 31, 2025, and in our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2026, and in our updates to those Risk Factors which are incorporated by reference in this prospectus, as updated by our future
filings with the SEC. The market or trading price of our common stock could decline due to any of these risks. In addition, please read
“ Cautionary Note Regarding Forward-Looking Statements ” in this prospectus, where we describe additional uncertainties
associated with our business and the forward-looking statements included or incorporated by reference in this prospectus. Please note
that additional risks not currently known to us or that we currently deem immaterial may also impair our business and operations.
Risks Related to this Offering
The number of shares being registered for
resale is significant in relation to the number of our outstanding shares of common stock.
We have filed a registration
statement of which this prospectus is a part to register the shares offered hereunder for sale into the public market by the Selling Shareholders.
These shares represent a significant number of shares of our common stock relative to our outstanding shares. The sale of all or a substantial
portion of these shares in the market within a short period of time could adversely affect the market price of our common stock during
the period the registration statement remains effective and could also adversely affect our ability to raise equity capital.
The exercise of the Pre-Funded Warrants
and the subsequent resale of the underlying shares could result in substantial dilution and further pressure on the market price of our
common stock.
The shares of common stock
issuable upon exercise of the Pre-Funded Warrants registered for resale under this prospectus represent a substantial number of additional
shares that may be issued and sold into the public market. The Pre-Funded Warrants are exercisable at a nominal exercise price and have
no expiration date, which may incentivize holders to exercise the Pre-Funded Warrants and sell the underlying shares when market conditions
permit. To the extent that these Pre-Funded Warrants are exercised and the underlying shares are sold, holders may experience dilution
in their ownership interests, and the availability of a significant number of additional shares for resale could adversely affect the
market price of our common stock.
| 5 | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in
this prospectus, and the documents we incorporate by reference, contain forward-looking statements within the meaning of the federal securities
laws. You should not rely on forward-looking statements in this prospectus, and the documents we incorporate by reference. Forward-looking
statements typically are identified by use of terms such as “anticipate,” “believe,” “plan,” “expect,”
“future,” “intend,” “may,” “will,” “should,” “estimate,” “predict,”
“potential,” “continue,” and similar words, although some forward-looking statements are expressed differently.
This prospectus, and the documents we incorporate by reference, may also contain forward-looking statements attributed to third parties
relating to their estimates regarding the markets we may enter in the future. All forward-looking statements address matters that involve
risk and uncertainties, and there are many important risks, uncertainties and other factors that could cause our actual results to differ
materially from the forward-looking statements contained in this prospectus, and the documents we incorporate by reference.
Forward-looking statements
include, but are not limited to, statements about:
|
· |
our ability to secure rights to new pipeline assets via in-licensing, acquisition
or collaboration; |
|
|
|
|
· |
our ability to obtain additional funding to develop our product candidates; |
|
|
|
|
· |
our ability to maintain compliance with the NASDAQ Capital Market’s continued listing requirements, including any new continued
listing requirements that are approved in the future; |
|
|
|
|
· |
the need to obtain regulatory approval of our product candidates; |
|
|
|
|
· |
the success of our clinical trials through all phases of clinical development; |
|
|
|
|
· |
compliance with obligations under intellectual property licenses with third parties; |
|
|
|
|
· |
any delays in regulatory review and approval of product candidates in clinical development; |
|
|
|
|
· |
our ability to commercialize our product candidates; |
|
|
|
|
· |
market acceptance of our product candidates; |
|
|
|
|
· |
competition from existing products or new products that may emerge; |
|
|
|
|
· |
potential product liability claims; |
|
|
|
|
· |
our dependency on third-party manufacturers to supply or manufacture our products; |
|
|
|
|
· |
our ability to establish or maintain collaborations, licensing or other arrangements; |
|
|
|
|
· |
our ability and third parties’ abilities to protect intellectual property
rights; |
|
|
|
|
· |
our ability to adequately support future growth; and |
|
|
|
|
· |
our ability to attract and retain key personnel to manage our business effectively. |
You should also carefully
consider the statements under “ Risk Factors ” and other sections of this prospectus, which address additional facts that could
cause our actual results to differ from those set forth in the forward-looking statements. We caution investors not to place significant
reliance on the forward-looking statements contained in this prospectus, and the documents we incorporate by reference. We undertake no
obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or
otherwise.
| 6 | |
USE OF PROCEEDS
All shares of our common stock
offered by this prospectus are being registered for the account of the Selling Shareholders identified herein. We will not receive any
of the proceeds from the sale of these shares.
We will receive proceeds from
any cash exercise of the Pre-Funded Warrants, which, if exercised in cash with respect to all of the 9,143,479 shares of common stock
underlying the Pre-Funded Warrants, assuming all of the Pre-Funded Warrants are exercised for cash at the initial exercise price of $0.001
per share, would result in gross proceeds to us of a maximum of $9,143.48.
We intend to use any proceeds
received by us from the cash exercise of the Pre-Funded Warrants for working capital and general corporate purposes. As of the date of
this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from the cash exercise of the
Pre-Funded Warrants. Accordingly, our management will have broad discretion in the timing and application of these proceeds.
The holders of the Pre-Funded
Warrants may exercise the Pre-Funded Warrants at their own discretion and at any time and in accordance with the terms of the Pre-Funded
Warrants. The Pre-Funded Warrants have no expiration date and remain exercisable until exercised in full. As a result, we cannot predict
when or if the Pre-Funded Warrants will be exercised. In addition, the Pre-Funded Warrants are exercisable on a cashless basis. As a result,
we may receive little or no cash proceeds from the exercise of the Pre-Funded Warrants.
| 7 | |
SELLING SHAREHOLDERS
We are registering the shares
of common stock in order to permit the Selling Shareholders to offer the shares for resale from time to time. Except for the ownership
of the shares of common stock and Pre-Funded Warrants, the Selling Shareholders have not had any material relationship with us within
the past three years.
The table below lists the
Selling Shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Shareholders.
The second column lists the number of shares of common stock beneficially owned by each Selling Shareholder, based on its ownership of
the shares of common stock and Pre-Funded Warrants, as of May 14, 2026, assuming exercise of the Pre-Funded Warrants held by the Selling
Shareholder on that date, without regard to any limitations on exercise.
The third column lists the
shares of common stock being offered by this prospectus by the Selling Shareholders.
In accordance with the terms
of a registration rights agreement with the Selling Shareholders, this prospectus generally covers the resale of the sum of (i) the number
of shares of common stock issued to the Selling Shareholders in the “Private Placement” described above and (ii) the maximum
number of shares of common stock issuable upon exercise of Pre-Funded Warrants, determined as if the outstanding Pre-Funded Warrants were
exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, without
regard to any limitations on the exercise of the Pre-Funded Warrants. The fourth column assumes the sale of all of the shares offered
by the Selling Shareholders pursuant to this prospectus.
Under the terms of the Pre-Funded
Warrants, a Selling Shareholder may not exercise the Pre-Funded Warrants to the extent such exercise would cause such Selling Shareholder,
together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99%
or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares
of common stock issuable upon exercise of such Pre-Funded Warrants which have not been exercised. The number of shares in the second and
fourth columns do not reflect this limitation. The Selling Shareholders may sell all, some or none of their shares in this offering. See
“ Plan of Distribution .”
Name of Selling
Shareholder
| |
Number of shares of Common Stock Owned Prior to Offering | | |
Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus | | |
Number of shares of Common Stock Owned After Offering | | |
Percent of
Common Stock Owned After Offering †
| |
Spearhead Insurance Solutions IDF, LLC - Series ADAR1 (1) | |
| 141,304 | | |
| 141,304 | | |
| 0 | | |
| * | |
ADAR1 Partners, LP (2) | |
| 945,652 | | |
| 945,652 | | |
| 0 | | |
| 0 | |
Ikarian Healthcare Master Fund LP (3) | |
| 1,244,480 | | |
| 1,212,174 | | |
| 32,306 | | |
| 1.2% | |
Stonepine Capital, LP (4) | |
| 1,338,118 | | |
| 1,304,348 | | |
| 33,770 | | |
| 1.2% | |
Segregated Assets 5 IC Limited (5) | |
| 434,783 | | |
| 434,783 | | |
| 0 | | |
| * | |
Yehuda Gur 21 Ltd. (6) | |
| 326,087 | | |
| 326,087 | | |
| 0 | | |
| * | |
Arnon Limited (7) | |
| 652,174 | | |
| 652,174 | | |
| 0 | | |
| * | |
Brelmia Limited (8) | |
| 173,913 | | |
| 173,913 | | |
| 0 | | |
| * | |
LibertyBio II Ltd. (9) | |
| 1,902,174 | | |
| 1,902,174 | | |
| 0 | | |
| * | |
Mainfield Enterprises Inc. (10) | |
| 1,304,348 | | |
| 1,304,348 | | |
| 0 | | |
| * | |
Nazare Partners LP (11) | |
| 869,565 | | |
| 869,565 | | |
| 0 | | |
| * | |
Boothbay Diversified Alpha Master Fund LP (12) | |
| 134,548 | | |
| 130,783 | | |
| 3,765 | | |
| * | |
Boothbay Absolute Return Strategies LP (13) | |
| 405,933 | | |
| 396,174 | | |
| 9,759 | | |
| *
| |
† On May 14, 2026, there were 1,461,449
shares of common stock outstanding.
* Less than 1%
| (1) | Spearhead Insurance Solutions IDF, LLC - Series ADAR1 (“Spearhead”). The shares in the
third column consist of 35,000 shares of common stock directly held and 106,304 shares of common stock underlying the Pre-Funded
Warrants. ADAR1 Capital Management, LLC (“ADAR1 LLC”), the sub-advisor of Spearhead, has voting and investment control
of the shares held by Spearhead. Daniel Schneeberger is the manager of ADAR1 LLC. The address of ADAR1 LLC is 3503 Wild Cherry
Drive, Building 9, Austin, Texas 78738. The address for Spearhead is 3828 Kennett Pike, Suite 202, Greenville, Delaware 19807.
Daniel Schneeberger is the natural control person of Spearhead and holds voting and dispositive power over the shares held by
Spearhead. |
| 8 | |
| (2) | ADAR1 Partners, LP. The shares in the third column consist of 35,000 shares of common stock directly
held and 910,652 shares of common stock underlying the Pre-Funded Warrants. ADAR1 LLC, the investment advisor of ADAR1 Partners, LP, has
voting and investment control of the shares held by ADAR1 Partners, LP. ADAR1 Capital Management GP, LLC (“ADAR1 GP”) is the
general partner of ADAR1 Partners, LP. Daniel Schneeberger is the manager of ADAR1 LLC and ADAR1 GP. The address of ADAR1 is 3503 Wild
Cherry Drive, Building 9, Austin, Texas 78738. Daniel Schneeberger is the natural control person of ADAR1 Partners, LP and holds voting
and dispositive power over the shares held by ADAR1 Partners, LP. |
| (3) | Ikarian Healthcare Master Fund LP. The shares in the third column consist of 62,730 shares of common stock
directly held and 1,149,444 shares of common stock underlying the Pre-Funded Warrants. The shares in the fourth column consist of 32,306
shares of common stock directly held and not offered for sale in this Offering. Ikarian Capital, LLC, as the investment manager of Ikarian Healthcare
Master Fund LP (the “Fund”) has voting and dispositive power over the securities held by the Fund. Neil Shahrestani, as sole
manager and natural control person of Ikarian Capital, LLC, may be deemed to share such voting and dispositive power. |
| (4) | Stonepine Capital, LP. The shares in the third column consist of 1,304,348 shares of common stock underlying
the Pre-Funded Warrants. The shares in the fourth column consist of 33,770 shares of common stock directly held and not offered for sale
in this Offering. Jon M. Plexico is the natural control person of Stonepine Capital, LP and holds voting and dispositive power over the
shares held by Stonepine Capital, LP. |
| (5) | Segregated Assets 5 IC Limited. The shares in the third column consist of 70,000 shares of common stock
directly held and 364,783 shares of common stock underlying the Pre-Funded Warrants. George Mahy and Michael Kupenga are the natural control
persons of Segregated Assets 5 IC Limited and hold voting and dispositive power over the shares held by Segregated Assets 5 IC Limited. |
| (6) | Yehuda Gur 21 Ltd. The shares in the third column consist of 70,000 shares of common stock directly held
and 256,087 shares of common stock underlying the Pre-Funded Warrants. Eleonora Michael is the natural control person of Yehuda Gur 21
Ltd and holds voting and dispositive power over the shares held by Yehuda Gur 21 Ltd. |
| (7) | Arnon Limited. The shares in the third column consist of 70,000 shares of common stock directly held and
582,174 shares of common stock underlying the Pre-Funded Warrants. David Sofer is the natural control person of Arnon Limited and holds
voting and dispositive power over the shares held by Arnon Limited. |
| (8) | Brelmia Limited. The shares in the third column consist of 70,000 shares of common stock directly held
and 103,913 shares of common stock underlying the Pre-Funded Warrants. Idan Moskovich is the natural control person of Brelmia Limited
and holds voting and dispositive power over the shares held by Brelmia Limited. |
| (9) | LibertyBio II Ltd. The shares in the third column consist of 70,000 shares of common stock directly held
and 1,832,174 shares of common stock underlying the Pre-Funded Warrants. Michal Varkel is the natural control person of LibertyBio II
Ltd. and holds voting and dispositive power over the shares held by LibertyBio II Ltd. |
| (10) | Mainfield Enterprises Inc. The shares in the third column consist of 70,000 shares of common stock directly
held and 1,234,348 shares of common stock underlying the Pre-Funded Warrants. Idan Moskovich is the natural control person of Mainfield
Enterprises Inc. and holds voting and dispositive power over the shares held by Mainfield Enterprises Inc. |
| (11) | Nazare Partners LP. The shares in the third column consist of 70,000 shares of common stock directly held
and 799,565 shares of common stock underlying the Pre-Funded Warrants. Rayal Bodden is the natural control person of Nazare Partners LP
and holds voting and dispositive power over the shares held by Nazare Partners LP. |
| (12) | Boothbay Diversified Alpha Master Fund LP. The shares in the third column consist of 6,768 shares of
common stock directly held and 124,015 shares of common stock underlying the Pre-Funded Warrants. The shares in the fourth column
consist of 3,765 shares of common stock directly held and not offered for sale in this Offering. Boothbay Fund Management, LLC
(“Boothbay”) manages a multi-manager fund vehicle, Boothbay Diversified Alpha Master Fund LP (“Boothbay
DAMF”). Boothbay DAMF allocates capital to one or more sub-advisors, each of which exercises independent investment discretion
over its allocated portion of Boothbay DAMF’s assets. Notwithstanding such discretion, all securities purchased by each
sub-advisor are held in accounts maintained in the name of the Boothbay DAMF. Ikarian Capital, LLC is one of Boothbay DAMF’s
sub-advisors, and investment discretion and voting authority has been delegated to them. Neil Shahrestani, as sole manager and
natural control person of Ikarian Capital, LLC, may be deemed to share such voting and dispositive power. |
| (13) | Boothbay Absolute Return Strategies LP. The shares in the third column consist of 20,502 shares of
common stock directly held and 375,672 shares of common stock underlying the Pre-Funded Warrants. The shares in the fourth column
consist of 9,759 shares of common stock directly held and not offered for sale in this Offering. Boothbay manages a multi-manager
fund vehicle, Boothbay Absolute Return Strategies LP (“Boothbay ARS”). Boothbay ARS allocates capital to one or more
sub-advisors, each of which exercises independent investment discretion over its allocated portion of Boothbay ARS’s assets.
Notwithstanding such discretion, all securities purchased by each sub-advisor are held in accounts maintained in the name of the
Boothbay ARS. Ikarian Capital, LLC is one of Boothbay ARS’s sub-advisors, and investment discretion and voting authority has
been delegated to them. Neil Shahrestani, as sole manager and natural control person of Ikarian Capital, LLC, may be deemed to share
such voting and dispositive power. |
| 9 | |
PLAN OF DISTRIBUTION
Each Selling Shareholder of
the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities
covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded
or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following
methods when selling securities:
|
· |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
|
|
· |
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
|
|
|
|
· |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
|
|
|
· |
an exchange distribution in accordance with the rules of the applicable exchange; |
|
|
|
|
· |
privately negotiated transactions; |
|
|
|
|
· |
settlement of short sales; |
|
|
|
|
· |
in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security; |
|
|
|
|
· |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
|
|
|
|
· |
in distributions to members, limited partners or stockholders of the Selling Shareholders; |
|
|
|
|
· |
a combination of any such methods of sale; or |
|
|
|
|
· |
any other method permitted pursuant to applicable law. |
The Selling Shareholders may
also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under
this prospectus.
The Selling Shareholders may,
from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time
to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act, by amending the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders
under this prospectus. The Selling Shareholders also may transfer the shares of common stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the Selling Shareholders for purposes of this prospectus.
Broker-dealers engaged by
the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 2121; and in the case
of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
| 10 | |
In connection with the sale
of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling
Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities, and if such short sale shall take place after the date that this Registration
Statement is declared effective by the Commission, the Selling Shareholders may deliver securities covered by this prospectus. The Selling
Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more
derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus,
which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
The Selling Shareholders and
any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities.
The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and
without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the shares of Common Stock for the applicable restricted period, as defined in Regulation M, prior to
the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares of Common
Stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and
have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).
| 11 | |
EXPERTS
The financial statements of CNS Pharmaceuticals,
Inc. incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2025 have been so
incorporated in reliance on the report (which contains an explanatory paragraph regarding the Company’s ability to continue as a
going concern) of MaloneBailey, LLP, an independent registered public accounting firm, given on the authority of said firm as experts
in auditing and accounting.
LEGAL MATTERS
The validity of the securities
offered hereby will be passed upon for us by ArentFox Schiff LLP, Washington, DC.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus,
which is part of the registration statement, does not contain all of the information included in the registration statement and the exhibits.
For further information about us and the securities offered by this prospectus, you should refer to the registration statement and its
exhibits. References in this prospectus to, or statements regarding, any of our contracts or other documents are not necessarily complete,
and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. Each of these
references and statements is qualified in all respects by this reference.
We are subject to the reporting
and information requirements of the Exchange Act and, as a result, we file periodic and current reports, proxy statements and other information
with the SEC. Our filings with the SEC are available free of charge to the public on the SEC’s website at http://www.sec.gov. Those
filings are also available free of charge to the public on, or accessible through, our website (www.cnspharma.com). The information we
file with the SEC or contained on or accessible through our corporate website or any other website that we may maintain is not part of
this prospectus or the registration statement of which this prospectus is a part.
| 12 | |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information in other documents that we file with it. This means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus,
and information in documents that we file later with the SEC will automatically update and supersede information contained in documents
filed earlier with the SEC or contained in this prospectus.
We incorporate by reference
in this prospectus the documents and filings (other than current reports, or portions thereof, furnished under Item 2.02 or Item 7.01
of Form 8-K and exhibits filed on such form that are related to such items) that: (i) are listed below; (ii) are filed by us with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this
prospectus forms a part prior to effectiveness of such registration statement; and (iii) we file in the future with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the time that all securities covered by this prospectus have been sold or the offering
is otherwise terminated; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been
furnished and not filed in accordance with SEC rules:
● our Annual Report
on Form 10-K for the year ended December 31, 2025, filed on March 31, 2026;
● our Annual Report
on Form 10-K/A for the year ended December 31, 2025, filed on April 30, 2026;
● our Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2026, filed on May 14, 2026;
● our Current Reports
on Form 8-K filed on February 17, 2026 ; March 2, 2026 ; and May 4, 2026 ; in each case to the extent the information in such reports is
filed and not furnished; and
● the description of
our common stock, par value $0.001 contained in Exhibit 4.1 of our Annual Report on Form 10-K for the year ended December 31, 2025, and
any amendment or report filed with the SEC for the purpose of updating the description.
We will provide, without charge,
to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests should be directed to:
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, Texas 77027
Attention: Corporate Secretary
(800) 946-9185
The documents incorporated
by reference may be accessed at our website at www.cnspharma.com. We do not incorporate the information on our website into this prospectus
or any supplement to this prospectus and you should not consider any information on, or that can be accessed through, our website as part
of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference
into this prospectus or any supplement to this prospectus).
Any statement contained in
a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for
purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.
| 13 | |
CNS PHARMACEUTICALS, INC.
Up to 9,793,479 Shares of Common Stock
PROSPECTUS
________________
| | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth
the estimated costs and expenses to be incurred in connection with the issuance and distribution of the securities of CNS Pharmaceuticals,
Inc., which are registered under this Registration Statement on Form S-3, other than underwriting discounts and commissions. All expenses
will be borne by CNS Pharmaceuticals, Inc. All amounts are estimates except the Securities and Exchange Commission registration fee.
SEC registration fee |
|
$ |
6,502.05 |
|
Legal fees and expenses |
|
$ |
10,000 |
|
Accounting fees and expenses |
|
$ |
10,000 |
|
Printing and miscellaneous expenses |
|
$ |
5,000 |
|
Total |
|
$ |
31,502.05 |
|
Item 15. Indemnification of Officers and Directors
The Registrant’s Articles
of Incorporation, as amended, and amended and restated bylaws provide for indemnification of directors, officers, employees or agents
of the Registrant to the fullest extent permitted by Nevada law (as amended from time to time). Section 78.7502 of the Nevada Revised
Statute provides that such indemnification may only be provided if the person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interest of the Registrant and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
Section 78.138 of the Nevada
Revised Statute provides that a director or officer is not individually liable to the corporation or its stockholders or creditors for
any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that (1) his act or
failure to act constituted a breach of his fiduciary duties as a director or officer and (2) his breach of those duties involved intentional
misconduct, fraud or a knowing violation of law.
This provision is intended
to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging
a breach of the duty of care by a director or officer. As a consequence of this provision, stockholders of our company will be unable
to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence
in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter
the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit the right of our
company or any stockholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.
The Registrant currently has
directors’ and officers’ liability insurance.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
| II- 1 | |
Item 16. Exhibits
Exhibit
Number
|
|
Description |
|
|
|
1.1 |
|
Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 4, 2026). |
|
|
|
4.1 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 4, 2026). |
|
|
|
5.1* |
|
Opinion of ArentFox Schiff LLP |
|
|
|
10.1 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 4, 2026). |
|
|
|
10.2 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 4, 2026) |
|
|
|
23.1* |
|
Consent of MaloneBailey, LLP |
|
|
|
23.2* |
|
Consent of ArentFox Schiff LLP (included in Exhibit 5.1 ) |
|
|
|
24.1* |
|
Power of Attorney (included on the signature page to the registration statement) |
|
|
|
107* |
|
Filing Fee Table |
|
|
|
* |
|
Filed herewith |
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) to include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”), pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
| II- 2 | |
Provided, however ,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability
under the Securities Act to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(iii) If the registrant
is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it is first used after effectiveness. Provided, however , that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
| II- 3 | |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Houston, Texas, on May 19, 2026.
|
CNS PHARMACEUTICALS, INC. |
|
|
|
|
By: |
/s/ Rami Levin |
|
|
Rami Levin |
|
|
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
that each person whose signature appears below constitutes and appoints Rami Levin and Steve O’Loughlin, or any one of them, his
or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place, and
stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that such
attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated:
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/ Rami Levin |
|
|
|
|
Rami Levin |
|
Chief Executive Officer, President and Director |
|
May 19, 2026 |
|
|
(Principal Executive Officer) |
|
|
/s/ Steve O’Loughlin |
|
|
|
|
Steve O’Loughlin |
|
Chief Financial Officer |
|
May 19, 2026 |
|
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
/s/ Faith Charles |
|
|
|
|
Faith Charles |
|
Director and Chair of the Board of Directors |
|
May 19, 2026 |
|
|
|
|
|
/s/ Michal Fisher |
|
|
|
|
Michal Fisher |
|
Director |
|
May 19, 2026 |
|
|
|
|
|
/s/ Jeffry Keyes |
|
|
|
|
Jeffry Keyes |
|
Director |
|
May 19, 2026 |
|
|
|
|
|
/s/ Bettina Cockroft |
|
|
|
|
Bettina Cockroft |
|
Director |
|
May 19, 2026 |
|
|
|
|
|
/s/ Amy Mahery |
|
|
|
|
Amy Mahery |
|
Director |
|
May 19, 2026 |
| II- 4 | |
### EX-5.1 - LEGAL OPINION
EX-5.1
2
cns_ex0501.htm
LEGAL OPINION
Exhibit 5.1
I |
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
202.857.6000
main
202.857.6395
fax
afslaw.com
|
May 19, 2026
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to CNS Pharmaceuticals,
Inc., a Nevada corporation (the “Company”), in connection with the registration statement on Form S-3 (the “Registration
Statement”), filed by the Company on May 19, 2026, with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration
for resale by the selling stockholders named in the Registration Statement (the “Selling Stockholders”) of up to (i) 650,000
shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”) and (ii)
9,143,479 shares of Common Stock issuable upon the exercise of certain outstanding warrants (the “Warrants”) issued by the
Company to the Selling Stockholders (the “Warrant Shares”).
In connection with our opinion, we have examined
the Registration Statement, including the exhibits thereto, the Warrants, and such other documents, corporate records and instruments,
and have examined such laws and regulations, as we have deemed necessary for the purposes of this opinion. In making our examination,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with
the originals of all documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material
to our opinions in this letter, we have relied on certificates and statements from officers and other employees of the Company, public
officials and other appropriate persons.
Based on the foregoing and subject to the qualifications
set forth below, we are of the opinion that:
1. The Shares have been duly authorized
by all necessary corporate action of the Company, and are validly issued, fully paid and non-assessable; and
2. The Warrant Shares initially
issuable upon exercise of the Warrants when issued by the Company against payment therefor (not less than par value) in the circumstances
contemplated by the Warrants, will have been duly authorized by all necessary corporate action of the Company, and will be validly issued,
fully paid and non-assessable.
The foregoing opinions are limited to Chapter
78 of the Nevada Revised Statutes, and we express no opinion as to the laws of any other jurisdiction.
The opinions expressed in this opinion letter
are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no
obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or
any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly set forth
in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth in this opinion
letter.
We hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration Statement and to the use of this firm’s name under the caption “Legal
Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Sincerely,
/s/ ArentFox Schiff LLP
ARENTFOX SCHIFF LLP
### EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-23.1
3
cns_ex2301.htm
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated March 31, 2026 with respect to the audited financial statements
of CNS Pharmaceuticals, Inc. for the years ended December 31, 2025 and 2024.
We also consent
to the references to us under the heading “Experts” in such Registration Statement.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
May 19, 2026
### EX-FILING FEES - EX-FILING FEES
Filing Fee Exhibit
0001729427
1
2026-05-15
2026-05-15
0001729427
2026-05-15
2026-05-15
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
S-3
CNS Pharmaceuticals, Inc.
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line Item Type |
|
Security Type |
|
Security Class Title |
|
Notes |
|
Fee Calculation
Rule |
|
Amount Registered |
|
Proposed Maximum Offering
Price Per Unit |
|
Maximum Aggregate Offering Price |
|
Fee Rate |
|
Amount of Registration Fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newly Registered Securities |
Fees to be Paid |
|
Equity |
|
Common Stock, $0.001 par value per share |
|
(1) |
|
Other |
|
9,793,479 |
|
$ |
4.8075 |
|
$ |
47,082,150.29 |
|
0.0001381 |
|
$ |
6,502.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts: |
|
$ |
47,082,150.29 |
|
|
|
|
6,502.05 |
Total Fees Previously Paid: |
|
|
|
|
|
|
|
|
Total Fee Offsets: |
|
|
|
|
|
|
|
0.00 |
Net Fee Due: |
|
|
|
|
|
|
$ |
6,502.05 |
__________________________________________
Offering Note(s)
(1) |
Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder for the Selling Shareholders include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, as amended, based upon the average of the high and low prices for a share of the registrant’s common stock as reported on the Nasdaq Capital Market on May 18, 2026.
Consists of 650,000 shares of common stock and 9,143,479 shares of common stock issuable upon exercise of Pre-Funded Warrants, which shares are offered for resale by the Selling Shareholders named in the prospectus. |