UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2025

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CNS Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

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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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.    ☐

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

Item 8.01. Other Events.

As previously reported, on July 26, 2024, CNS Pharmaceuticals, Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”). Pursuant to the terms of the Agreement, the Company originally was permitted to sell from time to time through A.G.P., as sales agent or principal, shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) with initial aggregate sales price of up to $5.2 million (the “Shares”). On July 30, 2024, the Company increased the aggregate sales price of Shares that may be sold under the Agreement to $30.2 million (including the original $5.2 million). On March 20, 2025, the Company again increased the aggregate sales price of Shares that may be sold under the Agreement to $43.5 million (including $6,447,229.14 remaining from the $30.2 million).

As of March 20, 2025, the Company has sold 2,522,755 Shares pursuant to the Agreement for gross proceeds of approximately $23.75 million. As of March 20, 2025, the Company has 2,944,381 shares of common stock outstanding.

Any sale of Shares pursuant to the Agreement will be made under the Company’s effective “shelf” registration statement (the “Registration Statement”) on Form S-3 (File No. 333-279285), which became effective on May 17, 2024 and includes a base prospectus (the “Base Prospectus”), and under the related prospectus supplement (the “ATM Prospectus,” and collectively with the Base Prospectus, the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) dated July 26, 2024 as supplemented on July 30, 2024 and March 20, 2025. The $43.5 million of Shares that may be offered, issued, and sold under the ATM Prospectus is included in the $75,000,000 of securities that may be offered, issued, and sold by the Company under the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.