Form S-1/A - General form for registration of securities under the Securities Act of 1933: [Amend] (2024)

19/07/2024 10:12pm

Edgar (US Regulatory)

Table of Contents

As filed with the Securities and ExchangeCommission on July 19, 2024.

Registration No. 333-280074

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CNS Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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. John Climaco

Chief Executive Officer

2100 West Loop South, Suite 900

Houston, TX 77027

(800) 946-9185

(Name, Address, Including Zip Code, and TelephoneNumber, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencementof proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securitiesbeing registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box. ☒

If this form is filed toregister additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effectiveamendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

If this form is a post-effectiveamendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

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

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 financialaccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant herebyamends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall filea further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section8(a)of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuantto said Section8(a), may determine.

The information in this preliminary prospectus is notcomplete and may be changed. These securities may not be sold until the registration statement filed with the Securities and ExchangeCommission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buythese securities in any jurisdiction where the offer or sale is not permitted.

Up to 8,771,930 Shares of Common Stock

Up to 8,771,930 Pre-Funded Warrants to Purchaseup to 8,771,930 Shares of Common Stock

Up to 8,771,930 Series F Common Warrantsto Purchase up to 8,771,930 Shares of Common Stock

Up to 8,771,930 Series G Common Warrantsto Purchase up to 8,771,930 Shares of Common Stock

Up to 8,771,930 Shares of Common Stock Underlyingsuch Pre-Funded Warrants

Up to 8,771,930 Shares of Common Stock Underlyingsuch Series F Common Warrants

Up to 8,771,930 Shares of Common Stock Underlyingsuch Series G Common Warrants

CNS Pharmaceuticals, Inc.

We are offering on a reasonablebest efforts basis up to 8,771,930 shares of our common stock together with series F warrants (each, a “Series F warrant”)to purchase up to 8,771,930 shares of our common stock and series G warrants (each, a “Series G warrant” and together withthe Series F warrant, the “common warrants”) to purchase up to 8,771,930 shares of our common stock, based on an assumedcombined public offering price of $1.14 per share and accompanying common warrants (the last reported sale price of our common stockon The Nasdaq Capital Market (“Nasdaq”) on July 18, 2024). Each common warrant will be exercisable for one share of our commonstock and have an assumed exercise price of $1.14 per share (or 100% of the assumed offering price per share and accompanying commonwarrants). Each common warrant will be exercisable beginning on the effective date of stockholder approval of the issuance of the sharesupon exercise of the common warrants (the “Warrant Stockholder Approval”), provided however, if the Pricing Conditions (asdefined below) are met, the Warrant Stockholder Approval will not be required and the common warrant will be exercisable upon issuance(the “Initial Exercise Date”). The Series F warrants will expire five years from the Initial Exercise Date or the WarrantStockholder Approval, as applicable and the Series G warrants will expire 18 months from the Initial Exercise Date or the Warrant StockholderApproval, as applicable. The shares of common stock and common warrants will be issued separately and will be immediately separable uponissuance but will be purchased together in this offering. This prospectus also relates to the shares of common stock issuable upon exerciseof the common warrants sold in this offering. As used herein “Pricing Conditions” means that the combined public offeringprice per share and accompanying common warrants is such that the Warrant Stockholder Approval is not required under the rules of TheNasdaq Stock Market LLC (“Nasdaq”) because either (i) the offering is an at-the-market offering under Nasdaq rules and suchprice equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125per whole share of common stock underlying the common warrants or (ii) the offering is a discounted offering where the pricing and discount(including attributing a value of $0.125 per whole share underlying the common warrants) meet the pricing requirements under Nasdaq’srules.

We are also offering pre-fundedwarrants (the “pre-funded warrants” and together with the common warrants, the “warrants”) to purchase up to8,771,930 shares of common stock to those investors whose purchase of shares of common stock in this offering would result inthe purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election ofthe purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, in lieu of shares of commonstock that would result in beneficial ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding commonstock. Each pre-funded warrant is exercisable for one share of common stock and has an exercise price of $0.001 per share. The combinedpurchase price per pre-funded warrant and accompanying common warrants is equal to $5.349, which is equal to the combined purchase priceper share of common stock and accompanying common warrants less $0.001. Each pre-funded warrant will be exercisable immediately uponissuance and may be exercised at any time until exercised in full. The pre-funded warrants and common warrants will be issued separatelyand will be immediately separable upon issuance but will be purchased together in this offering. For each pre-funded warrant we sell,the number of shares of common stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the sharesof common stock issuable upon exercise of the pre-funded warrants sold in this offering.

We refer to the common stockand warrants to be sold in this offering collectively as the “securities.”

These securities are beingsold in this offering to certain purchasers under a securities purchase agreement dated ______, 2024 between us and such purchasers. Thesecurities are expected to be issued in a single closing and the combined public offering price per share of common stock or pre-fundedwarrant and accompanying common warrants will be fixed for the duration of this offering. We will deliver all securities to be issuedin connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon receipt of investor fundsreceived by us.

Our common stock is listedon Nasdaq under the symbol “CNSP.” On July 18, 2024 the last reported sale price of our common stock on Nasdaq was$1.14 per share. The actual number of securities, the combined offering price per share of common stock or pre-funded warrantand accompanying common warrants and the exercise price per share of common stock for the accompanying common warrants will be as determinedbetween us, the placement agents and the investors in this offering based on market conditions at the time of pricing. Therefore, therecent market price used throughout this prospectus may not be indicative of the actual public offering price for the securities, whichmay be substantially lower than the assumed price used in this prospectus. There is no established public trading market for the warrantsand we do not expect a market to develop. In addition, we do not intend to apply for a listing of the warrants on any national securitiesexchange or other trading system.

We have engaged A.G.P./AllianceGlobal Partners to act as our lead placement agent and Brookline Capital Markets, a division of Arcadia Securities, LLC as co-placementagent (together, the “placement agents”) in connection with this offering. The placement agents have agreed to use theirreasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agents are not purchasingor selling any of the securities we are offering and the placement agents are not required to arrange the purchase or sale of any specificnumber of securities or dollar amount. We have agreed to compensate the placement agents as set forth in the table below, which assumesthat we sell all of the securities offered by this prospectus. Because there is no minimum number of securities or minimum aggregateamount of proceeds for this offering to close, we may sell fewer than all of the securities offered hereby, and investors in this offeringwill not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined inthis prospectus. Because there is no escrow account and there is no minimum offering amount, investors could be in a position where theyhave invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Also, any proceedsfrom the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be ableto use such funds to effectively implement our business plan. This offering will end no later than August 16, 2024, except thatthe shares of common stock underlying the warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Actof 1933, as amended (the “Securities Act”).

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.

We are an “emerginggrowth company” as defined in Section 2(a) of the Securities Act and we have elected to comply with certain reduced public companyreporting requirements.

Investing in our securitiesinvolves a high degree of risk. See the section entitled “Risk Factors” beginning on page 8of this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.

Neither the Securitiesand Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacyof this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the shares and warrants is expected to be made on or about__________, 2024, subject to satisfaction of customary closing conditions.

__________________

Lead Placement Agent

A.G.P.

Co- Placement Agent

Brookline CapitalMarkets

a division of ArcadiaSecurities, LLC

The date of this prospectus is ,2024

Tableof Contents

ABOUT THIS PROSPECTUS

This prospectus is part ofa registration statement on Form S-1 that we filed with the SEC to register the securities offered hereby under the Securities Act. Wemay also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a partthat may contain material information relating to these offerings. We incorporate by reference important information into this prospectus.You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Incorporation of Certain Information by Reference,” before deciding to invest in our securities.

We have not, and the placementagents have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectusor in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sellonly the securities offered hereby, and only under circ*mstances and in jurisdictions where it is lawful to do so. The information containedin this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery orany sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside theUnited States: We have not, and the placement agents have not, done anything that would permit this offering or possession or distributionof this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside theUnited States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, theoffering of the securities and the distribution of this prospectus outside the United States.

This prospectus and the informationincorporated by reference into this prospectus may contain references to trademarks belonging to other entities. Solely for convenience,trademarks and trade names referred to in this prospectus and the information incorporated by reference into this prospectus, includinglogos, artwork, and other visual displays, may appear without the ® or TM symbols. We do not intend our use or display of other companies’trade names or trademarks to imply a relationship with, or endorsem*nt or sponsorship of us by, any other company.

No dealer, salesperson orother person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on anyunauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circ*mstancesand in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

This prospectus contains estimatesand other statistical data made by independent parties and by us relating to market size and growth and other data about our industry.We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveysand studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimatesof the future performance of the industries in which we operate that are subject to a high degree of uncertainty. We caution you not togive undue weight to such projections, assumptions and estimates.

ProspectusSummary

This summary highlightsinformation contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider beforedeciding to invest in our securities. You should read this entire prospectus carefully, including the “Risk Factors” sectionin this prospectus and under similar captions in the documents incorporated by reference into this prospectus. References in this prospectusto “we”, “us”, “its”, “our” or the “Company” are to CNS Pharmaceuticals, Inc.,as appropriate to the context.

Overview

We are a clinicalpharmaceutical company organized as a Nevada corporation in July 2017 to focus on the development of anti-cancer drug candidates for thetreatment of brain and central nervous system tumors, based on intellectual property that we license under license agreements with HoustonPharmaceuticals, Inc. (“HPI”) and The University of Texas M.D. Anderson Cancer Center (“UTMDACC”) and own pursuantto a collaboration and asset purchase agreement with Reata Pharmaceuticals, Inc. (“Reata”).

We believe our leaddrug candidate, Berubicin, may be a significant development in the treatment of Glioblastoma and other CNS malignancies, and if approvedby the U.S. Food and Drug Administration (“FDA”), could give Glioblastoma patients an important new therapeutic alternativeto the current standard of care. Glioblastomas are tumors that arise from astrocytes, which are star-shaped cells making up the supportivetissue of the brain. These tumors are usually highly malignant (cancerous) because the cells reproduce quickly, and they are supportedby a large network of blood vessels. Berubicin is an anthracycline, which is a class of drugs that are among the most powerful and extensivelyused chemotherapy drugs known. Based on limited clinical data, we believe Berubicin is the first anthracycline that appears to cross theblood brain barrier in significant concentrations targeting brain cancer cells. While our focus is currently on the development of Berubicin,we are also in the process of attempting to secure intellectual property rights to additional compounds that we plan to develop into drugsto treat CNS and other cancers.

Berubicin was discoveredat UTMDACC by Dr. Waldemar Priebe, the founder of the Company. Through a series of transactions, Berubicin was initially licensed to Reata.Reata initiated several Phase I clinical trials with Berubicin for CNS malignancies, one of which was for malignant gliomas, but subsequentlyallowed their IND with the FDA to lapse for strategic reasons. This required us to obtain a new IND for Berubicin before beginning furtherclinical trials. On December 17, 2020, we announced that our IND application with the FDA for Berubicin for the treatment of GlioblastomaMultiforme was in effect. We initiated this trial for patient enrollment during the second quarter of 2021 with the first patient dosedduring the third quarter of 2021 to investigate the safety and efficacy of Berubicin in adults with Glioblastoma Multiforme who have failedfirst-line therapy. The first patient on the trial was treated during the third quarter of 2021. Correspondence between the Company andthe FDA resulted in modifications to our initial trial design, including designating overall survival (OS) as the primary endpoint ofthe study. OS is a rigorous endpoint that the FDA has recognized as a basis for approval of oncology drugs when a statistically significantimprovement can be shown relative to a randomized control arm.

The current trialbeing conducted will evaluate the safety and efficacy of Berubicin in patients with Glioblastoma Multiforme who have failed primary treatmentfor their disease, and results will be compared to the safety and efficacy of Lomustine, a current standard of care in this setting, witha 2 to 1 randomization of the 252 patients to Berubicin or Lomustine. Patients receiving Berubicin are administered a 2-hour IV infusionof 7.5 mg/m2 berubicin hydrochloride daily for three consecutive days followed by 18 days off (a 21-day cycle). Lomustine is administeredorally once every six weeks. The trial design included a pre-planned, non-binding interim futility analysis. We reached the criteria requiredby the study protocol to conduct this interim futility analysis, which an independent Data Safety Monitoring Board (“DSMB”)is responsible for conducting. The DSMB’s charter mandated that they review the primary endpoint, Overall Survival, as well as secondaryendpoints and safety data to determine whether the efficacy data for the risk-benefit profile warrants modification or discontinuationof the study. On December 18, 2023, we released the DSMB’s recommendation which was to continue the study without modification.Management remains blinded to the data underlying the recommendation of the DSMB. Even if Berubicin is approved, there is no assurancethat patients will choose an infusion treatment, as compared to the current standard of care, which requires oral administration.

We do not have manufacturingfacilities and all manufacturing activities are contracted out to third parties. Additionally, we do not have a sales organization.

On November 21,2017, we entered into a Collaboration and Asset Purchase Agreement with Reata (the “Reata Agreement”). Pursuant to the ReataAgreement we purchased all of Reata’s intellectual property and development data regarding Berubicin, including all trade secrets,knowhow, confidential information and other intellectual property rights.

On December 28,2017, we obtained the rights to a worldwide, exclusive royalty-bearing, license to the chemical compound commonly known as Berubicin fromHPI in an agreement we refer to as the HPI License. HPI is affiliated with Dr. Priebe, who controls a majority of our shares. Under theHPI License we obtained the exclusive right to develop certain chemical compounds for use in the treatment of cancer anywhere in the world.In the HPI License we agreed to pay HPI: (i) development fees of $750,000 over a three-year period beginning November 2019; (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 trialand $1.0 million upon the approval of a New Drug Application (“NDA”) for Berubicin; and (v) 134 shares of our common stock.The patents we licensed from HPI expired in March 2020. On May 14, 2024, the Company provided notice to HPI of its intent to terminatethe HPI License effective on or about July 14, 2024.

On June 10, 2020,the FDA granted Orphan Drug Designation (“ODD”) for Berubicin for the treatment of malignant gliomas. ODD from the FDA isavailable for drugs targeting diseases with less than 200,000 cases per year. ODD may enable market exclusivity of 7 years from the dateof approval of a NDA in the United States. During that period the FDA generally could not approve another product containing the samedrug for the same designated indication. Orphan drug exclusivity will not bar approval of another product under certain circ*mstances,including if a subsequent product with the same active ingredient for the same indication is shown to be clinically superior to the approvedproduct on the basis of greater efficacy or safety, or providing a major contribution to patient care, or if the company with orphan drugexclusivity is not able to meet market demand. The ODD now constitutes our primary intellectual property protections although the Companyis exploring if there are other patents that could be filed related to Berubicin to extend additional protections.

We believe we haveobtained all rights and intellectual property necessary to develop Berubicin. As stated earlier, it is our plan to obtain additional intellectualproperty covering other compounds which, subject to the receipt of additional financing, may be developed into drugs for brain and othercancers.

On May 7, 2020,pursuant to the WP1244 portfolio license agreement described below, the Company entered into a Sponsored Research Agreement with UTMDACCto perform research relating to novel anticancer agents targeting CNS malignancies. The Company agreed to fund approximately $1,134,000over a two-year period. The Company paid and recorded $334,000 in 2020 related to this agreement in research and development expensesin the Company’s statements of operations. The remaining $800,000 was paid in 2021. The principal investigator for this agreementis Dr. Priebe. The work conducted under this Sponsored Research Agreement has produced a new mesylate salt of WP1244 termed WP1874. Webelieve the enhanced solubility of this salt may increase its ability to be formulated for use in an IV infusion, while maintaining similarpotency and toxicity characteristics. As such, WP1874 will be the primary focus in any development efforts of the WP1244 portfolio. Thisagreement was extended and expired on March 31, 2023.

Recent Developments

On January 10, 2020,we entered into a Patent and Technology License Agreement (the “WP1244 Agreement”) with The Board of Regents of The Universityof Texas System, an agency of the State of Texas, on behalf of the UTMDACC. Pursuant to the WP1244 Agreement, we obtained a royalty-bearing,worldwide, exclusive license to certain intellectual property rights. On April 25, 2024, UTMDACC provided notice to us if its intent toterminate the WP1244 Agreement for failure to pay the annual maintenance fee and certain expenses, and on May 25, 2024 the WP1244 Agreementwas terminated.

Atour 2024 annual meeting, our stockholders approved an amendment to our amended and restated articles of incorporation (the“Amendment”) to effect a reverse stock split of the outstanding shares of our common stock, at a split ratio of between1-for-2 and 1-for-50 as determined by our board of directors in their sole discretion, prior to the one-year anniversary of theannual meeting. Pursuant to such authority granted by our stockholders, our board of directors approved a one-for-fifty reversestock split of our common stock and the filing of the Amendment to effectuate the reverse stock split. The Amendment was filed withthe Secretary of State of the State of Nevada and the reverse stock split became effective in accordance with the terms of theAmendment at 4:01 p.m. Eastern Time on June 4, 2025 (the “Effective Time”). The Amendment provided that, at theEffective Time, every fifty shares of our issued and outstanding common stock was automatically be combined into one issued andoutstanding share of common stock, without any change in par value per share, which will remain $0.001. Unless the context expresslydictates otherwise, all reference to share and per share amounts referred to herein reflect the one-for-fifty reverse stocksplit.

June 14, 2024, Offering

On June 14, 2024, we enteredinto Securities Purchase Agreements (the “June 14 Purchase Agreements”) with institutional investors (collectively, the “June14 Investors”) for the sale of 336,000 shares of our common stock and pre-funded warrants to purchase up to an aggregate of 30,000shares of common stock in lieu thereof (the “June 14 Pre-Funded Warrants”) in a registered direct offering (the “June14 Offering”). In a concurrent private placement (the “June 14 Private Placement”), we also sold to the June 14 Investorsunregistered warrants to purchase up to an aggregate of 366,000 shares of common stock (the “Series C Common Warrants”).The combined purchase price of one share of common stock (or June 14 Pre-Funded Warrant in lieu thereof) and accompanying Series C CommonWarrant was $3.75. The closing of the June 14 Offering and June 14 Private Placement occurred on June 17, 2024 (the “June 14 OfferingClosing Date”).

Subject to certain ownershiplimitations, each of the Series C Common Warrants was immediately exercisable, has an exercise price of $3.62 per share, and will expirefive years from the date of issuance (issued June 17, 2024). The Series C Common Warrants may only be exercised on a cashless basis ifthere is no registration statement registering, or a prospectus contained therein in not available for, the resale of the shares of commonstock underlying the Series C Common Warrants. The holder of a Series C Common Warrant is prohibited from exercising of any such warrantsto the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliatesexceeding 4.99% or 9.99% (at the election of the Investor) of the total number of shares of common stock outstanding immediately aftergiving effect to the exercise. In the event of certain fundamental transactions, the holder of the Series C Common Warrants will havethe right to receive the Black Scholes Value (as defined in the Series C Common Warrants) of its Series C Common Warrants calculatedpursuant to a formula set forth in the Series C Common Warrants, payable either in cash or in the same type or form of considerationthat is being offered and being paid to the holders of June 14 Common Stock.

Pursuant to the June 14Purchase Agreement, we agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any sharesof common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registrationstatement or prospectus, or any amendment or supplement thereto for 15 days after the June 14 Offering Closing Date, subject to certainexceptions. The June 14 Investors agreed to waive the foregoing restriction in connection with the June 26 Offering (defined below).In addition, we agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertibleinto or exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the June 14 PurchaseAgreement) until 180 days after the June 14 Offering Closing Date, subject to certain exceptions.

On June 14, 2024, we enteredinto a financial advisory agreement with A.G.P./Alliance Global Partners (“AGP”), pursuant to which we agreed to pay AGPan aggregate fee equal to 6.5% of the aggregate gross proceeds received by us from the sale of the securities in the June 14 Offeringand June 14 Private Placement. We also agreed to reimburse AGP for up to $80,000 in legal fees and expenses.

June 26, 2024, Offering

On June 26, 2024, we enteredinto Securities Purchase Agreements (the “June 26 Purchase Agreements”) with institutional investors (collectively, the “June26 Investors”) for the sale of 568,000 shares of our common stock in a registered direct offering (the “June 26 Offering”).In a concurrent private placement (the “June 26 Private Placement”), we also sold to the June 26 Investors unregistered warrantsto purchase up to an aggregate of 568,000 shares of common stock (the “Series D Common Warrants”). The combined purchaseprice of one share of common stock and accompanying Series D Common Warrant was $2.45. The closing of the June 26 Offering and June 26Private Placement occurred on June 27, 2024 (the “June 26 Offering Closing Date”).

Subject to certain ownershiplimitations, each of the Series D Common Warrants was immediately exercisable, has an exercise price of $2.32 per share, and will expirefive years from the date of issuance (issued June 27, 2024). The Series D Common Warrants may only be exercised on a cashless basis ifthere is no registration statement registering, or a prospectus contained therein in not available for, the resale of the shares of commonstock underlying the Series D Common Warrants. The holder of a Series D Common Warrant is prohibited from exercising of any such warrantsto the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliatesexceeding 4.99% or 9.99% (at the election of the June 26 Investor) of the total number of shares of common stock outstanding immediatelyafter giving effect to the exercise. In the event of certain fundamental transactions, the holder of the Series D Common Warrants willhave the right to receive the Black Scholes Value (as defined in the Series D Common Warrants) of its Series D Common Warrants calculatedpursuant to a formula set forth in the Series D Common Warrants, payable either in cash or in the same type or form of considerationthat is being offered and being paid to the holders of common stock.

Pursuant to the June 26Purchase Agreements, we agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, anyshares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registrationstatement or prospectus, or any amendment or supplement thereto for 15 days after the June 26 Offering Closing Date, subject to certainexceptions. The June 26 Investors agreed to waive the foregoing restriction connection with the July 2024 Offering (defined below). Inaddition, we agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertible intoor exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the June 26 Purchase Agreements)until 180 days after the June 26 Offering Closing Date, subject to certain exceptions.

On June 26, 2024, we enteredinto a financial advisory agreement with AGP, pursuant to which we paid AGP an aggregate fee equal to 6.5% of the aggregate gross proceedsreceived by us from the sale of the securities in the June 26 Offering and June 26 Private Placement. We also agreed to reimburse AGPfor up to $80,000 in legal fees and expenses.

July 3, 2024, Offering

On July 3, 2024, we enteredinto Securities Purchase Agreements (the “July 2024 Purchase Agreements”) with institutional investors (collectively, the“July 2024 Investors”) for the sale of 1,425,000 shares (the “July 2024 Shares”) of our common stock in a registereddirect offering (the “July 2024 Offering”). In a concurrent private placement (the “July 2024 Private Placement”),we also sold to the July 2024 Investors unregistered warrants to purchase up to an aggregate of 1,425,000 shares of common stock (the“Series E Common Warrants”). The combined purchase price of one share of common stock and accompanying Series E Common Warrantwas $1.39. The closing of the July 2024 Offering and July 2024 Private Placement occurred on July 5, 2024 (the “July 2024 OfferingClosing Date”).

Subject to certain ownershiplimitations, each of the Series E Common Warrants is immediately exercisable, will have an exercise price of $1.26 per share, and expirefive years from the date of issuance (issued July 5, 2024). The Series E Common Warrants may only be exercised on a cashless basis ifthere is no registration statement registering, or a prospectus contained therein in not available for, the resale of the shares of commonstock underlying the Series E Common Warrants. The holder of a Series E Common Warrant is prohibited from exercising of any such warrantsto the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliatesexceeding 4.99% or 9.99% (at the election of the July 2024 Investor) of the total number of shares of common stock outstanding immediatelyafter giving effect to the exercise. In the event of certain fundamental transactions, the holder of the Series E Common Warrants willhave the right to receive the Black Scholes Value (as defined in the Series E Common Warrants) of its Series E Common Warrants calculatedpursuant to a formula set forth in the Series E Common Warrants, payable either in cash or in the same type or form of considerationthat is being offered and being paid to the holders of July 2024 Common Stock.

We agreed not toissue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of common stock or any securitiesconvertible into or exercisable or exchangeable for shares of common stock or file any registration statement or prospectus, or any amendmentor supplement thereto for 15 days after the July 2024 Offering Closing Date, subject to certain exceptions. In addition, we agreed notto effect or enter into an agreement to effect any issuance of common stock or any securities convertible into or exercisable or exchangeablefor shares of common stock involving a Variable Rate Transaction (as defined in the July 2024 Purchase Agreement) until 180 days afterthe July 2024 Offering Closing Date, subject to certain exceptions.

On July 3, 2024, we enteredinto a financial advisory agreement with AGP, pursuant to which we paid AGP an aggregate fee equal to 6.5% of the aggregate gross proceedsreceived by us from the sale of the securities in the June 2024 Offering and June 2024 Private Placement. We also agreed to reimburseAGP for up to $65,000 in legal fees and expenses.

Company Information

Our principal executive officesare 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.

Implications of Being an Emerging Growth Company

We are an “emerginggrowth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012, and we may remainan emerging company for up to five years from the closing of our initial public offering in November 2019. For so long as we remain anemerging growth company, we are permitted and intend to rely on certain exemptions from various public company reporting requirements,including not being required to have our internal control over financial reporting audited by our independent registered public accountingfirm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensationin our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executivecompensation and any golden parachute payments not previously approved.

Risks Affecting Our Company

In evaluating an investmentin our securities, you should carefully read this prospectus and especially consider the factors incorporated by reference in the sectionstitled “Risk Factors” commencing on page 8 of this prospectus and our Annual Report on Form 10-K forthe year ended December 31, 2023, incorporated by reference herein.

The Offering

The number of shares ofcommon stock to be outstanding after this is based on 2,868,274 shares outstanding as of July 18, 2024, and excludes:

·2,976,483 shares of common stock underlying outstanding warrants at aweighted average exercise price of $8.49 per share;

·12,177 shares of common stock underlying outstanding options with a weighted average exercise price of $558.85 per share, whichoptions vest over a three to four-year period;

·6,052 shares of common stock underlying Restricted Stock Units which vest over a four-year period and Performance Units which vestbased on our performance against predefined share price targets and the achievement of Positive Interim, Clinical Data as defined bythe Board;

·69,979 shares available for future issuance under the CNS Pharmaceuticals, Inc. 2020 Stock Plan; and

·the shares of common stock issuable upon exercise of the pre-funded warrants and the common warrants issued in this offering.

Except as otherwise indicated,the information in this prospectus assumes no exercise of options or exercise of warrants or sale of pre-funded warrants in this offering.

The information discussedabove is illustrative only and will adjust based on the actual public offering price and other terms of this offering determined at pricing.

RiskFactors

Investing in our securitiesinvolves a high degree of risk. Before investing in our securities, you should consider carefully the risks and uncertainties discussedbelow and those discussed under “Risk Factors” in our latest annual report on Form 10-K and subsequent quarterly reports onForm 10-Q and current reports on Form 8-K, which are incorporated by reference herein in their entirety. You should carefully considereach of the following risks, together with all other information set forth in this prospectus, including the financial statements andthe related notes, before making a decision to buy our securities. If any of the following risks actually occurs, our business could beharmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to this Offering

The results of the interim analysis of ourCNS-201 trial may not be indicative of the final results from this trial.

Wereached the criteria required by the study protocol for our CNS-201 trial to conduct a pre-planned, non-binding futility analysis, whichan independent Data Safety Monitoring Board (“DSMB”) reviewed on an unblinded basisto determine whether or not to recommend continuing the study. The DSMB reviewedthe number of deaths in each arm to ensure that the overall survival of patients receiving Berubicin shows at least a statistically significantcomparability to those receiving Lomustine as defined in the protocol. In December 2023, we releasedthe conclusion of the DSMB in its entirety as provided to the Company, which was that wecontinue our CNS-201 trial without modification. Management remains blinded to the data underlying the recommendation of the DSMB.The conclusions of the DSMB may not be indicative of the final results of our CNS-201 trial, which we will not have until year end 2024at the earliest.

We are not in compliance with Nasdaq’scontinued listing requirements. If we are unable to regain compliance with the listing requirements of Nasdaq, our common stock willbe delisted from Nasdaq which could have a material adverse effect on our financial condition and could make it more difficult for shareholdersto sell their shares.

Ourcommon stock is listed on Nasdaq, and we are therefore subject to its continued listing requirements, including requirements with respectto the market value of publicly-held shares, market value of listed shares, minimum bid price per share, and minimum stockholder's equity,among others, and requirements relating to board and committee independence. If we fail to satisfy one or more of the requirements, wemay be delisted from Nasdaq.

OnAugust 17, 2023,we werenotified by the Listing Qualifications Department (the“Staff”) of the Nasdaq Stock Market that we were not in compliance with the minimum $2,500,000 stockholders’ equityrequirement for continued listing set forth in Listing Rule 5550(b). On February 27, 2024, the Staff notified us that we did not complywith the $1.00 minimum bid price requirement set forth under Listing Rule 5550(a)(2). On February 14, 2024, we were notified that becausewe had not regained compliance with the Nasdaq equity requirement, our securities would be delisted unless it requested a hearing. OnFebruary 21, 2024, we requested a hearing, which was held on April 18, 2024.

On May 6, 2024, we receivednotification from the Nasdaq Hearings Panel (“Panel”) that it has granted an extension until July 15, 2024, to demonstratecompliance with Listing Rules 5550(a)(2) and 5550(b). On July 12, 2024, we requested an extension of this time period until August 12,2024. As of the date hereof, we have not received notice from the Panel on our request, This offering is part of a plan to meet the milestonesset forth by the Panel, but such plan will require, among other items, the completion of the maximum amount of this financing and ourability to raise additional financing in the short term, for which we have no commitments. As this is a “best efforts” offering,there is no assurance that this offering will allow us to meet a portion of the milestones set forth by the Panel.

Delistingfrom Nasdaq would adversely affect our ability to raise additional financing through the public or private sale of equity securities,may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our commonstock. Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutionalinvestors and general investors that will consider investing in our common stock, a reduction in the number of market makers in our commonstock, a reduction in the availability of information concerning the trading prices and volume of our common stock, a reduction in thenumber of broker-dealers willing to execute trades in shares of our common stock or interest in business development opportunities. Further,we would likely become a “penny stock”, which would make trading of our common stock more difficult.

We completed a reverse stock split on June4, 2024 in an effort to regain compliance with Nasdaq listing rules and we cannot predict the effect that such reverse stock split willhave on the market price for shares of our common stock.

As discussed above, we arerequired to demonstrate compliance with the bid price requirements of Listing Rules 5550(a)(2) prior to July 15, 2024. Our board of directorsapproved a one-for-fifty (1:50) reverse stock split of our common stock, which became effective at 4:01 p.m. Eastern Time on June 4, 2024.We cannot predict the effect that the reverse stock split will have on the market price for shares of our common stock, and the historyof similar reverse stock splits for companies in like circ*mstances has varied. Some investors may have a negative view of a reverse stocksplit. Even if the reverse stock split has a positive effect on the market price for shares of our common stock, performance of our businessand financial results, general economic conditions and the market perception of our business, and other adverse factors which may notbe in our control could lead to a decrease in the price of our common stock following the reverse stock split.

Furthermore, even if the reversestock split does result in an increased market price per share of our common stock, the market price per share following the reverse stocksplit may not increase in proportion to the reduction of the number of shares of our common stock outstanding before the implementationof the reverse stock split. Accordingly, even with an increased market price per share, the total market capitalization of shares of ourcommon stock after a reverse stock split could be lower than the total market capitalization before the reverse stock split. Also, evenif there is an initial increase in the market price per share of our common stock after a reverse stock split, the market price many notremain at that level.

If the market price of sharesof our common stock declines following the reverse stock split, the percentage decline as an absolute number and as a percentage of ouroverall market capitalization may be greater than would occur in the absence of the reverse stock split due to decreased liquidity inthe market for our common stock. Accordingly, the total market capitalization of our common stock following the reverse stock split couldbe lower than the total market capitalization before the reverse stock split.

We have broad discretion in how we use theproceeds of this offering and may not use these proceeds effectively, which could affect our results of operations and cause our commonstock to decline.

We will have considerablediscretion in the application of the net proceeds of this offering. We intend to use the net proceeds from this offering primarily tofund our CNS-201 trial, which is a global potentially pivotal trial of Berubicin for glioblastoma, for other research and development,and for working capital. As a result, investors will be relying upon management’s judgment with only limited information about ourspecific intentions for the use of the net proceeds of this offering. We may use the net proceeds for purposes that do not yield a significantreturn or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering ina manner that does not produce income or that loses value.

We will require substantial funding, whichmay not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease ouroperations.

We are using the proceedsfrom this offering to, among other uses, advance Berubicin through clinical development, including our current CNS-201 trial, which isa global potentially pivotal trial of Berubicin for glioblastoma. Developing pharmaceutical products, including conducting preclinicalstudies and clinical trials, is expensive. We will require substantial additional future capital in order to complete clinical developmentand commercialize Berubicin. If the FDA requires that we perform additional nonclinical studies or clinical trials, our expenses wouldfurther increase beyond what we currently expect and the anticipated timing of any potential approval of Berubicin would likely be delayed.Further, there can be no assurance that the costs we will need to incur to obtain regulatory approval of Berubicin will not increase.

We will continue to requiresubstantial additional capital to continue our clinical development and commercialization activities. Because successful development ofour product candidates is uncertain, we are unable to estimate the actual amount of funding we will require to complete research and developmentand commercialize our products under development.

We estimate that we will requireadditional financing of approximately $13 to $15 million (before taking into account the expected proceeds from this offering) to completethe CNS-201 trial, which is a global potentially pivotal trial of Berubicin for glioblastoma, plus such additional working capital tofund our operations and other pre-clinical programs during the pendency of the trial. We believe that our existing cash and cash equivalentsplus the proceeds from this offering (assuming we complete the maximum offering of which there is no assurance) will be sufficient tomeet our projected operating requirements into the second quarter of 2025. Such projections are subject to changes in our internally fundedpreclinical and clinical activities, including unplanned preclinical and clinical activity. The timing and costs of clinical trials aredifficult to predict and as such the foregoing estimates may prove to be inaccurate. We have no commitments for such additional neededfinancing and will likely be required to raise such financing through the sale of additional equity or debt securities.

The amount and timing of ourfuture funding requirements will depend on many factors, including but not limited to:

Some of these factors areoutside of our control. We may seek additional funding through a combination of equity offerings, debt financings, government or otherthird-party funding, commercialization, marketing and distribution arrangements and other collaborations, strategic alliances and licensingarrangements. Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing mayadversely affect the holdings or the rights of our stockholders.

If we are unable to obtainfunding on a timely basis, we may be required to significantly curtail one or more of our research or development programs. We also couldbe required to seek funds through arrangements with collaborative partners or otherwise that may require us to relinquish rights to someof our technologies or product candidates or otherwise agree to terms unfavorable to us.

Purchasers in this offering will experienceimmediate and substantial dilution in net tangible book value.

The public offering priceper share of common stock and related common warrants and the public offering price of each pre-funded warrant and related common warrantswill be substantially higher than the pro forma as adjusted net tangible book value per share of our common stock after giving effectto this offering. Assuming the sale of 8,771,930 shares of our common stock and accompanying warrants to purchase up to 17,543,860 sharesof common stock at an assumed combined public offering price of $1.14 per share, the closing sale price per share of our common stockon Nasdaq on July 18, 2024, assuming no sale of any pre-funded warrants in this offering, no exercise of the warrants being offered inthis offering and after deducting the placement agent fees and commissions and estimated offering expenses payable by us, you will incurimmediate dilution in pro forma as adjusted net tangible book value of approximately $0.38 per share. As a result of the dilution toinvestors purchasing securities in this offering, investors may receive significantly less than the purchase price paid in this offering,if anything, in the event of the liquidation of our company. See the section entitled “Dilution” belowfor a more detailed discussion of the dilution you will incur if you participate in this offering. To the extent shares are issued underoutstanding options and warrants at exercise prices lower than the public offering price of our common stock in this offering, you willincur further dilution.

Your ownership may be diluted if additionalcapital stock is issued to raise capital, to finance acquisitions or in connection with strategic transactions.

We will require additional,substantial financing in order to complete our clinical trials. We intend to seek to raise additional funds for our operations, to financeacquisitions or to develop strategic relationships by issuing equity or convertible debt securities in addition to the securities issuedin this offering, which would reduce the percentage ownership of our existing stockholders. Our board of directors has the authority,without action or vote of the stockholders, to issue all or any part of our authorized but unissued shares of common or preferred stock.Our amended and restated articles of incorporation authorize us to issue up to 300,000,000 shares of common stock and 5,000,000 sharesof preferred stock. Future issuances of common or preferred stock would reduce your influence over matters on which stockholders voteand would be dilutive to earnings per share. In addition, any newly issued preferred stock could have rights, preferences and privilegessenior to those of the common stock. Those rights, preferences and privileges could include, among other things, the establishment ofdividends that must be paid prior to declaring or paying dividends or other distributions to holders of our common stock or providingfor preferential liquidation rights. These rights, preferences and privileges could negatively affect the rights of holders of our commonstock, and the right to convert such preferred stock into shares of our common stock at a rate or price that would have a dilutive effecton the outstanding shares of our common stock.

There is no public market for the commonwarrants or pre-funded warrants being offered in this offering.

There is no established publictrading market for the common warrants or pre-funded warrants being offered in this offering, and we do not expect a market to develop.In addition, we do not intend to apply to list the common warrants or pre-funded warrants on any securities exchange or nationally recognizedtrading system, including The Nasdaq Stock Market. Without an active market, the liquidity of the common warrants and pre-funded warrantswill be limited.

If we are required to obtain WarrantStockholder Approval, until we are able to receive such approval the common warrants will not be exercisable, and if we are unable toobtain such approval the common warrants will have no value.

If we are required toobtain Warrant Stockholder Approval, the common warrants will not be exercisable until, and unless, we obtain the Warrant StockholderApproval from our stockholders. While we intend to promptly seek stockholder approval, if required, there is no guarantee that the WarrantStockholder Approval will ever be obtained. If we are unable to obtain the Warrant Stockholder Approval, the common warrants will haveno value. In addition, we will incur substantial cost, and management will devote substantial time and attention, in attempting to obtainthe Warrant Stockholder Approval.

Holders ofourcommon warrantsand pre-funded warrants will have no rights as a common stockholder until they acquire our common stock.

Until holders of our commonwarrants and pre-funded warrants acquire shares of our common stock upon exercise of such common warrants or pre-funded warrants, theholders will have no rights with respect to shares of our common stock issuable upon exercise of such common warrants or pre-funded warrants.Upon exercise of the common warrants or pre-funded warrants, holders will be entitled to exercise the rights of a common stockholder onlyas to matters for which the record date occurs after the exercise date.

If we do not maintain a current and effectiveprospectus relating to the common stock issuable upon exercise of the common warrants and pre-funded warrants, public holders will onlybe able to exercise such common warrants and pre-funded warrants on a “cashless basis.”

If we do not maintain a currentand effective prospectus relating to the shares of common stock issuable upon exercise of the common warrants and pre-funded warrantsat the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis,” andunder no circ*mstances would we be required to make any cash payments or net cash settle such warrants to the holders. As a result, thenumber of shares of common stock that holders will receive upon exercise of the common warrants and pre-funded warrants will be fewerthan it would have been had such holders exercised their common warrants or pre-funded warrants for cash. We will do our best effortsto maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of such warrants until theexpiration of such warrants. However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential “upside”of the holder’s investment in our company may be reduced.

The common warrants and pre-funded warrantsare speculative in nature.

The common warrants and pre-fundedwarrants offered hereby do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receivedividends, but rather merely represent the right to acquire shares of common stock at a fixed price. Specifically, commencing on the dateof issuance, holders of the pre-funded warrants may acquire the common stock issuable upon exercise of such warrants at an exercise priceof $0.001 per share and holders of the common warrants may acquire the common stock issuable upon exercise of such warrants at an exerciseprice per share equal to the public offering price of shares of common stock in this offering. Moreover, following this offering, themarket value of the pre-funded warrants and common warrants will be uncertain and there can be no assurance that the market value of suchwarrants will equal or exceed their public offering price. There can be no assurance that the market price of the common stock will everequal or exceed the exercise price of the common warrants, and consequently, whether it will ever be profitable for holders of the commonwarrants to exercise the common warrants.

This is a “best efforts” offering.No minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our businessplans, including our near-term business plans.

The placement agents haveagreed to use their reasonable best efforts to solicit offers to purchase the securities in this offering. The placement agents have noobligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of thesecurities. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Becausethere is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placement agentfees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above. We maysell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investorsin this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to support our continuedoperations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is required for ouroperations and may need to raise additional funds to complete such short-term operations. Such additional fundraises may not be availableor available on terms acceptable to us.

We may be required to repurchase the commonwarrants, which may prevent or deter a third party from acquiring us.

The common warrants providethat in the event of a “Fundamental Transaction” (as defined in the related warrant agreement, which generally includes anymerger with another entity, the sale, transfer or other disposition of all or substantially all of our assets to another entity, or theacquisition by a person of more than 50% of our common stock), each common warrant holder will have the right at any time prior to theconsummation of the Fundamental Transaction to require us to repurchase the common warrant for a purchase price in cash equal to the Black-Scholesvalue (as calculated under the warrant agreement) of the then remaining unexercised portion of such common warrant on the date of suchFundamental Transaction, which may materially adversely affect our financial condition and/or results of operations and may prevent ordeter a third party from acquiring us.

If our stock price fluctuates after theoffering, you could lose a significant part of your investment.

The market price of our commonstock could be subject to wide fluctuations in response to, among other things, the risk factors described in this prospectus, and otherfactors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us. Furthermore,the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equitysecurities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.These broad market and industry fluctuations, as well as general economic, political, and market conditions, such as recessions, interestrate changes or international currency fluctuations, may negatively affect the market price of our common stock. In the past, many companiesthat have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may bethe target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert ourmanagement’s attention from other business concerns, which could seriously harm our business.

This offering may cause the trading price of our common stockto decrease.

Theprice per share, together with the number of shares of common stock we issue if this offering is completed, may result in an immediatedecrease in the market price of our common stock. This decrease may continue after the completion of this offering.

We have never paid dividends on our capital stock, and we donot anticipate paying dividends in the foreseeable future.

We have never paid dividendson any of our capital stock and currently intend to retain any future earnings to fund the growth of our business. We may also enter intocredit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on ourcommon stock. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend onour financial condition, operating results, capital requirements, general business conditions and other factors that our board of directorsmay deem relevant. As a result, capital appreciation, if any, of the securities will be the sole source of gain, if any, for the foreseeablefuture.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and any documentswe incorporate by reference, contain certain forward-looking statements that involve substantial risks and uncertainties. All statementscontained in this prospectus and any documents we incorporate by reference, other than statements of historical facts, are forward-lookingstatements including statements regarding our strategy, future operations, future financial position, future revenue, projected costs,prospects, plans, objectives of management and expected market growth. These statements involve known and unknown risks, uncertaintiesand other important factors that may cause our actual results, performance or achievements to be materially different from any futureresults, performance or achievements expressed or implied by the forward-looking statements.

The words “anticipate”,“believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”,“project”, “target”, “potential”, “will”, “would”, “could”, “should”,“continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statementscontain these identifying words. These forward-looking statements include, among other things, statements about:

These forward-looking statementsare only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements,so you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans,intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largelyon our current expectations and projections about future events and trends that we believe may affect our business, financial conditionand operating results. We have included important factors in the cautionary statements included in this prospectus that could cause actualfuture results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do notreflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this prospectus with the understandingthat our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-lookingstatements whether as a result of new information, future events or otherwise, except as required by applicable law.

Useof Proceeds

We estimate that the net proceedsfrom the offering will be approximately $9.2 million, assuming we complete the maximum offering pursuant to this prospectus, after deductingthe placement agent fees and estimated offering expenses payable by us, and excluding the proceeds, if any, from the exercise of the commonwarrants. However, because this is a “best efforts” offering and there is no minimum offering amount required as a conditionto the closing of this offering, the actual offering amount, the placement agents’ fees and net proceeds to us are not presentlydeterminable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus. As a result, we mayreceive significantly less in net proceeds. Based on the assumed offering price set forth above, we estimate that our net proceeds fromthe sale of 75%, 50%, and 25% of the securities offered in this offering would be approximately $6.8 million, $4.5 million, and $2.1 million,respectively, after deducting the estimated placement agent fees and estimated offering expenses payable by us, and assuming no issuanceof any pre-funded warrants and assuming no exercise of the common warrants. The combined public offering price per share (or pre-fundedwarrant) and common warrants will be fixed for the duration of this offering.

We intend to use the net proceedsfor (i) our CNS-201 trial, which is a global potentially pivotal trial of Berubicin for glioblastoma; (ii) other research and development;and (iii) working capital.

We estimate that our CNS-201trial will cost approximately $13 to $15 million (excluding such additional working capitalto fund our operations and other pre-clinical programs during the pendency of the trial) and, as such, we will require significant additionalfinancing even if we complete the maximum offering hereunder. The timing and costs of clinical trials are difficult to predict and assuch the foregoing estimates may prove to be inaccurate. We have no commitments for such additional needed financing, and will likelybe required to raise such financing through the sale of additional equity securities, which may occur at prices lower than the offeringprice of our common stock in this offering.

As of the date of this prospectus,we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our managementwill have broad discretion in the application of these proceeds. Net offering proceeds not immediately applied to the uses summarizedabove will be invested in short-term investments such as money market funds, commercial paper, U.S. treasury bills and similar securitiesinvestments pending their use.

Dilution

If you invest in our securitiesin this offering, your interest will be diluted immediately to the extent of the difference between the public offering price paid bythe purchasers of the shares of common stock (and pre-funded warrants) and related common warrants sold in this offering and the as adjustednet tangible book value per shares of common stock after this offering.

As of March 31, 2024,our as reported net tangible book value was $(4.4) million, or $(20.76) per share of common stock or $(11.29) per share of common stockreflecting the issuance of 178,260 shares of common stock resulting from the exercise of previously issued pre-funded warrants subsequentto March 31, 2024. Net tangible book value per share represents our total tangible assets, less our total liabilities, divided by thenumber of outstanding shares of our common stock.

Dilutionrepresents the difference between the amount per share paid by purchasers in this offering and the as adjusted net tangible book valueper share of common stock after the offering. After giving effect to: (i) the issuance of 336,000 shares issued in the offering whichclosed on June 17, 2024; (ii) 29,993 shares issued upon exercise of pre-funded warrants issued in the offering which closed on June 17,2024; (iii) the issuance of 568,000 shares issued in the offering which closed June 27, 2024; (iv) the issuance of 1,425,000 shares issuedin the offering which closed on July 5, 2024; (v) 117,642 shares issued subsequent to March 31, 2024 related to the round-up electionof our 1:50 reverse split; and (vi) the sale of shares of common stock and accompanying common warrants in this offering at an assumedoffering price of $1.14 per share, which was the closing price of our common stock as reported on Nasdaq on July 18, 2024, and afterdeducting underwriting commissions and estimated offering expenses payable by us, but without adjusting for any other change in our nettangible book value subsequent to March 31, 2024, our proforma as adjusted net tangible book value would have been $0.76 per share. Thisrepresents an immediate increase in net tangible book value on a proforma basis of $12.05 per share to our existing stockholders andimmediate dilution of $0.38 per share to new investors purchasing securities at the proposed public offering price. The dilution figuresassume no sale of pre-funded warrants, which, if sold, would reduce the number of shares of common stock that we are offering on a one-for-onebasis, and excludes the proceeds, if any, from the exercise of any common warrants issued in this offering. The following table illustratesthe dilution in net tangible book value per share to new investors as of March 31, 2024:

Each $0.25 increase (decrease)in the assumed public offering price of $1.14 per share, would increase (decrease) our proforma as adjusted net tangible book value pershare to existing investors by $0.17, and would increase (decrease) dilution per share to new investors in this offering by $0.08, assumingthat the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting theestimated placement agent fees and estimated offering expenses payable by us. We may also increase or decrease the number of securitiesto be issued in this offering. Each increase (decrease) of 1,000,000 shares offered by us would increase (decrease) our as adjustednet tangible book value per share by $(0.02) and the dilution per share to new investors purchasing securities in this offering by $(0.02)assuming that the assumed public offering price remains the same, and after deducting placement agent fees and estimated offering expensespayable by us. The information discussed above is illustrative only and will be adjusted based on the actual public offering price andother terms of this offering as determined between us and the placement agents at pricing.

The number of shares of commonstock to be outstanding after this offering is based on 213,379 shares outstanding as of March 31, 2024 and excludes:

·2,976,483 shares of common stock underlying outstanding warrants at aweighted average exercise price of $8.49 per share;

·6,847 shares of common stock underlying outstanding options with a weighted average exercise price of $983.82 per share, whichoptions vest over a three to four-year period;

·722 shares of common stock underlying Restricted Stock Units which vest over a four-year period and Performance Units which vestbased on our performance against predefined share price targets and the achievement of Positive Interim, Clinical Data as defined bythe Board;

·10,639 shares available for future issuance under the CNS Pharmaceuticals, Inc. 2020 Stock Plan; and

·the shares of common stock issuable upon exercise of the pre-funded warrants and the common warrants issued in this offering.

Thediscussion and table above assume no exercise of the common warrants. To the extent that thewarrantsare exercised, you mayexperience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerationseven if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raisedthrough the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

CAPITALIZATION

The following table setsforth our cash and cash equivalents and capitalization as of March 31, 2024:

Our capitalization followingthe closing of this offering will be adjusted based on the actual public offering price and other terms of this offering determined atpricing. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” and our financial statements and related notes included in our Quarterly Report on Form 10-Q for the quarter endedMarch 31, 2024, which are incorporated by reference into this prospectus.

A $0.25 increase ordecrease in the assumed public offering price of $1.14 per share, which was the closing price of our common stock as reported on Nasdaqon July 18, 2024, would increase or decrease, respectively, our pro forma as adjusted cash and cash equivalents, additional paid-in capital,total stockholders’ equity, and total capitalization by approximately $2,050,438, assuming the number of securities offered byus, as set forth on the cover page of this prospectus, remains the same, assuming no sale of any pre-funded warrants and no exerciseof warrants, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increaseor decrease the number of securities to be issued in this offering. An increase or decrease of 1,000,000 in the number of shares of commonstock and common warrants offered by us would increase or decrease, respectively, our pro forma as adjusted cash and cash equivalents,additional paid-in capital, total stockholders’ equity, and total capitalization by $1,065,900, assuming that the assumed publicoffering price remains the same, assuming no sale of any pre-fundedwarrants and no exercise of warrants, and after deducting estimatedplacement agent fees and estimated offering expenses payable by us. The information discussed above is illustrative only and will beadjusted based on the actual public offering price and other terms of this offering as determined between us, the placement agent, andthe investors at pricing.

Descriptionof Capital Stock

The following summary ofthe rights of our capital stock is not complete and is subject to and qualified in its entirety by reference to our amended and restatedarticles of incorporation and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus formsa part, which are incorporated by reference herein, and the applicable provisions of the Nevada Revised Statutes.

Our amended and restated articlesof incorporation authorize us to issue up to 300,000,000 shares of common stock and 5,000,000 shares of preferred stock.

Common Stock

Shares of our common stockhave the following rights, preferences and privileges:

Voting

Each holder of common stockis entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Any action at a meetingat which a quorum is present will be decided by a majority of the voting power present in person or represented by proxy, except in thecase of any election of directors, which will be decided by a plurality of votes cast. There is no cumulative voting.

Dividends

Holders of our common stockare entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for payment, subjectto the rights of holders, if any, of any class of stock having preference over the common stock. Any decision to pay dividends on ourcommon stock will be at the discretion of our board of directors. Our board of directors may or may not determine to declare dividendsin the future. The board’s determination to issue dividends will depend upon our profitability and financial condition any contractualrestrictions, restrictions imposed by applicable law and the SEC, and other factors that our board of directors deems relevant.

Liquidation Rights

In the event of a voluntaryor involuntary liquidation, dissolution or winding up of the Company, the holders of our common stock will be entitled to share ratablyon the basis of the number of shares held in any of the assets available for distribution after we have paid in full, or provided forpayment of, all of our debts and after the holders of all outstanding series of any class of stock have preference over the common stock,if any, have received their liquidation preferences in full.

Other

Our issued and outstandingshares of common stock are fully paid and nonassessable. Holders of shares of our common stock are not entitled to preemptive rights.Shares of our common stock are not convertible into shares of any other class of capital stock, nor are they subject to any redemptionor sinking fund provisions.

Preferred Stock

We are authorized to issueup to 5,000,000 shares of preferred stock. We have no shares of preferred stock outstanding. Our amended and restated articles of incorporationauthorizes the board to issue these shares in one or more series, to determine the designations and the powers, preferences and relative,participating, optional or other special rights and the qualifications, limitations and restrictions thereof, including the dividend rights,conversion or exchange rights, voting rights (including the number of votes per share), redemption rights and terms, liquidation preferences,sinking fund provisions and the number of shares constituting the series. Our board of directors could, without stockholder approval,issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of commonstock and which could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party fromattempting to acquire, a majority of our outstanding voting stock.

Articles of Incorporation and Bylaw Provisions

Our amended and restated articlesof incorporation and bylaws include a number of anti-takeover provisions that may have the effect of encouraging persons considering unsolicitedtender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeoverattempts. These provisions include:

Advance Notice Requirements.Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for electionas directors or new business to be brought before meetings of stockholders. These procedures provide that notice of stockholder proposalsmust be timely and given in writing to our corporate Secretary. Generally, to be timely, notice must be received at our principal executiveoffices not fewer than 120 calendar days prior to the first anniversary date on which our notice of meeting and related proxy statementwere mailed to stockholders in connection with the previous year’s annual meeting of stockholders. The notice must contain the informationrequired by the bylaws, including information regarding the proposal and the proponent.

Special Meetings of Stockholders.Our bylaws provide that special meetings of stockholders may be called at any time by only the Chairman of the Board, the Chief ExecutiveOfficer, the President or the board of directors, or in their absence or disability, by any vice president.

Amendment of Bylaws.Our stockholders may amend any provisions of our bylaws by obtaining the affirmative vote of the holders of a majority of each class ofissued and outstanding shares of our voting securities, at a meeting called for the purpose of amending and/or restating our bylaws.

Preferred Stock. Ouramended and restated articles of incorporation authorizes our board of directors to create and issue rights entitling our stockholdersto purchase shares of our stock or other securities. The ability of our board to establish the rights and issue substantial amounts ofpreferred stock without the need for stockholder approval may delay or deter a change in control of us. See “Preferred Stock”above.

Nevada Takeover Statute

The Nevada Revised Statutescontain provisions governing the acquisition of a controlling interest in certain Nevada corporations. Nevada’s “acquisitionof controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controllinginterest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controllinginterest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of thecorporation elects to restore such voting rights. These laws will apply to us if we were to have 200 or more stockholders of record (atleast 100 of whom have addresses in Nevada appearing on our stock ledger) and do business in the State of Nevada directly or through anaffiliated corporation, unless our amended and restated articles of incorporation or bylaws in effect on the tenth day after the acquisitionof a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever aperson acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that personto exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more,of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares whichit acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring personacquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described aboveapply. These laws may have a chilling effect on certain transactions if our amended and restated articles of incorporation or amendedand restated bylaws are not amended to provide that these provisions do not apply to us or to an acquisition of a controlling interest,or if our disinterested stockholders do not confer voting rights in the control shares.

Nevada’s “combinationswith interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) provide that specified types of business “combinations”between certain Nevada corporations and any person deemed to be an “interested stockholder” of the corporation are prohibitedfor two years after such person first becomes an “interested stockholder” unless the corporation’s board of directorsapproves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unlessthe combination is approved by the board of directors and 60% of the corporation’s voting power not beneficially owned by the interestedstockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after suchtwo-year period. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner,directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate orassociate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% ormore of the voting power of the then-outstanding shares of the corporation. The definition of the term “combination” is sufficientlybroad to cover most significant transactions between a corporation and an “interested stockholder”. These laws generally applyto Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporationnot to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation,the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting powerof the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholderon or before the effective date of the amendment. We have not made such an election in our original articles of incorporation or in ouramended and restated articles of incorporation.

Limitations on Liability and Indemnification of Officers and Directors

Our amended and restated articlesof incorporation and bylaws limit the liability of our officers and directors and provide that we will indemnify our officers and directors,in each case, to the fullest extent permitted by the Nevada Revised Statutes.

Listing

Our common stock is listedon Nasdaq under the symbol “CNSP”.

Transfer Agent

The transfer agent for ourcommon stock is Continental Stock Transfer and Trust.

Descriptionof OUTSTANDING WARRANTS

The following summaryof certain terms and provisions of our outstanding warrants is not complete and is subject to, and qualified in its entirety by, theprovisions of such warrants, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part.

In October 2023, we enteredinto a warrant exercise inducement offer letter with a holder of certain existing warrants to purchase common stock (the “ExistingWarrants”) to receive new warrants (the “Inducement Warrants”) to purchase up to a number of shares of common stockequal to 200% of the number of warrant shares issued pursuant to the exercise of such Existing Warrants, pursuant to which the warrantholder agreed to exercise for cash its Existing Warrants to purchase up to 37,560 shares of our common stock, at $64.00 per share, inexchange for our agreement to issue Inducement Warrants to purchase up to 75,120 shares of our common stock. On January 29, 2024, weentered into a warrant amendment agreement pursuant to which we agreed, subject to stockholder approval, to amend the Inducement Warrantsto purchase up to an aggregate of 75,120 shares of common stock at an exercise price of $64.00 per share and a termination date of October16, 2028, so that the amended warrants will have a reduced exercise price of $15.00 per share and a new termination date of February1, 2029. The requisite stockholder approval for the amendments was obtained at the Registrant’s 2024 Annual Meeting of Stockholdersheld on April 30, 2024.

On February 1, 2024, weissued to investors in a public offering, (i) registered Series A Warrants to purchase up to an aggregate of 266,667 shares of commonstock (the “Series A Warrants”); and (ii) registered Series B Warrants to purchase up to an aggregate of 266,667 shares ofcommon stock (the “Series B Warrants”). Subject to certain ownership limitations, each of the Series A Warrants and SeriesB Warrants was immediately exercisable and has an exercise price of $15.00 per share. The Series A Warrants and will expire five yearsfrom the date of issuance (issued February 1, 2024), and the Series B Warrants and will expire 18 months from the date of issuance (issuedFebruary 1, 2024).

In our June 14 Offeringwe issued to the June 14 Investors unregistered warrants to purchase up to an aggregate of 366,000 shares of common stock (the “SeriesC Common Warrants”). Subject to certain ownership limitations, each of the Series C Common Warrants was immediately exercisable,has an exercise price of $3.62 per share, and will expire five years from the date of issuance (issued June 17, 2024).

In our June 26 Offeringwe issued to the June 26 Investors unregistered warrants to purchase up to an aggregate of 568,000 shares of common stock (the “SeriesD Common Warrants”). Subject to certain ownership limitations, each of the Series D Common Warrants was immediately exercisable,has an exercise price of $2.45 per share, and will expire five years from the date of issuance (issued June 27, 2024).

In our July 2024 Offeringwe issued to the July 2024 Investors unregistered warrants to purchase up to an aggregate of 1,425,000 shares of common stock (the “SeriesE Common Warrants”). Subject to certain ownership limitations, each of the Series E Common Warrants was immediately exercisable,has an exercise price of $1.26 per share, and will expire five years from the date of issuance (issued July 5, 2024).

The Series C Common Warrants,the Series D Common Warrants, and the Series E Common Warrants are collectively referred to as the “CDE Warrants.” The CDEWarrants may only be exercised on a cashless basis if there is no registration statement registering, or a prospectus contained thereinin not available for, the resale of the shares of common stock underlying the CDE Warrants. The holder of a CDE Warrant is prohibitedfrom exercising of any such warrants to the extent that such exercise would result in the number of shares of common stock beneficiallyowned by such holder and its affiliates exceeding 4.99% or 9.99% (at the election of the investor) of the total number of shares of commonstock outstanding immediately after giving effect to the exercise. In the event of certain fundamental transactions, the holder of theCDE Warrants will have the right to receive the Black Scholes Value (as defined in the CDE Warrants) of its CDE Warrants calculated pursuantto a formula set forth in the CDE Warrants, payable either in cash or in the same type or form of consideration that is being offeredand being paid to the holders of our common stock.

Descriptionof PRE-FUNDED WARRANTS

The following summary ofcertain terms and provisions of pre-funded warrants that are being offered hereby is not complete and is subject to, and qualified inits entirety by, the provisions of the pre-funded warrant, the form of which is filed as an exhibit to the registration statement of whichthis prospectus forms a part.

Form. The pre-fundedwarrants will be issued as individual warrant agreements to the investors. You should review the form of pre-funded warrant, filed asan exhibit to the registration statement of which this prospectus forms a part, for a complete description of the terms and conditionsapplicable to the pre-funded warrants.

Exercisability.The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercisenotice accompanied by payment in full in immediately available funds for the number of shares of our common stock purchased upon suchexercise (except in the case of a cashless exercise as described below). A holder (together with its affiliates) may not exercise anyportion of the pre-funded warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) ofthe outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us,the holder may increase the amount of ownership of outstanding stock after exercising the holder’s pre-funded warrants up to 9.99%of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownershipis determined in accordance with the terms of the pre-funded warrants. Purchasers of pre-funded warrants in this offering may also electprior to the issuance of the pre-funded warrants to have the initial exercise limitation set at 9.99% of our outstanding common stock.No fractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant. In lieu of fractional shares,we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Duration and ExercisePrice. The exercise price per whole share of our common stock purchasable upon the exercise of the pre-funded warrants is $0.001per share of common stock. The pre-funded warrants will be immediately exercisable and may be exercised at any time until the pre-fundedwarrants are exercised in full. The exercise price of the pre-funded warrants is subject to appropriate adjustment in the event of certainstock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock andalso upon any distributions of assets, including cash, stock or other property to our stockholders.

Cashless Exercise.If, at any time after the holder’s purchase of pre-funded warrants, such holder exercises its pre-funded warrants and a registrationstatement registering the issuance of the shares of common stock underlying the pre-funded warrants under the Securities Act is not theneffective or available (or a prospectus is not available for the resale of shares of common stock underlying the pre-funded warrants),then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exerciseprice, the holder shall instead receive upon such exercise (either in whole or in part) only the net number of shares of common stockdetermined according to a formula set forth in the pre-funded warrants. Notwithstanding anything to the contrary, in the event we do nothave or maintain an effective registration statement, there are no circ*mstances that would require us to make any cash payments or netcash settle the pre-funded warrants to the holders.

Transferability.Subject to applicable laws, the pre-funded warrants may be offered for sale, sold, transferred or assigned at the option of the holderupon surrender of the pre-funded warrant to us together with the appropriate instruments of transfer.

Exchange Listing.We do not plan on applying to list the pre-funded warrants on Nasdaq, any other national securities exchange or any other nationally recognizedtrading system.

Fundamental Transactions.In the event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization, recapitalizationor reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any personor group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the pre-fundedwarrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other propertythat the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction.

Rights as a Stockholder.Except by virtue of such holder’s ownership of shares of our common stock, the holder of a pre-funded warrant does not have therights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the pre-funded warrant.

Descriptionof COMMON WARRANTS

The following summary ofcertain terms and provisions of common warrants that are being offered hereby is not complete and is subject to, and qualified in itsentirety by, the provisions of the common warrant, the form of which is filed as an exhibit to the registration statement of which thisprospectus forms a part.

Series F Warrant

Form. TheSeries F warrants will be issued as individual warrant agreements to the investors. You should review the form of Series F warrant, filedas an exhibit to the registration statement of which this prospectus forms a part, for a complete description of the terms and conditionsapplicable to the Series F warrants.

Exercisability.The Series F warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercisenotice accompanied by payment in full in immediately available funds for the number of shares of our common stock purchased upon suchexercise (except in the case of a cashless exercise as described below). A holder (together with its affiliates) may not exercise anyportion of the Series F warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) ofthe outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us,the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Series F warrants up to 9.99%of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownershipis determined in accordance with the terms of the Series F warrants. Purchasers of Series F warrants in this offering may also electprior to the issuance of the Series F warrants to have the initial exercise limitation set at 9.99% of our outstanding common stock.No fractional shares of common stock will be issued in connection with the exercise of a Series F warrant. In lieu of fractional shares,we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Duration and ExercisePrice. The Series F warrants will be exercisable beginning on the effective date of the Warrant Stockholder Approval, providedhowever, if the Pricing Conditions are met, the Warrant Stockholder Approval will not be required and the Series F warrants will be exercisableon the Initial Exercise Date. The Series F warrants will expire five years from the Initial Exercise Date or the Warrant StockholderApproval, as applicable. The exercise price per whole share of our common stock purchasable upon the exercise of the Series F warrantswould be $1.14 per share of common stock (or 100% of the assumed offering price per share and accompanying common warrants). The exerciseprice of the Series F warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stocksplits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets,including cash, stock or other property to our stockholders.

Cashless Exercise.If, at any time after the holder’s purchase of Series F warrants, such holder exercises its Series F warrants and a registrationstatement registering the issuance of the shares of common stock underlying the Series F warrants under the Securities Act is not theneffective or available (or a prospectus is not available for the resale of shares of common stock underlying the Series F warrants),then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exerciseprice, the holder shall instead receive upon such exercise (either in whole or in part) only the net number of shares of common stockdetermined according to a formula set forth in the Series F warrants. Notwithstanding anything to the contrary, in the event we do nothave or maintain an effective registration statement, there are no circ*mstances that would require us to make any cash payments or netcash settle the Series F warrants to the holders.

Transferability.Subject to applicable laws, the Series F warrants may be offered for sale, sold, transferred or assigned at the option of the holderupon surrender of the Series F warrant to us together with the appropriate instruments of transfer.

Exchange Listing.We do not plan on applying to list the Series F warrants on Nasdaq, any other national securities exchange or any other nationally recognizedtrading system.

Fundamental Transactions.In the event of a fundamental transaction, as described in the Series F warrants and generally including any reorganization, recapitalizationor reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any personor group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the SeriesF warrants will be entitled to receive upon exercise of the Series F warrants the kind and amount of securities, cash or other propertythat the holders would have received had they exercised the Series F warrants immediately prior to such fundamental transaction. In thecase of certain fundamental transactions affecting us, a holder of Series F warrants, upon exercise of such warrants after such fundamentaltransaction, will have the right to receive, in lieu of shares of our common stock, the same amount and kind of securities, cash or propertythat such holder would have been entitled to receive upon the occurrence of the fundamental transaction, had the Series F warrants beenexercised immediately prior to such fundamental transaction. In lieu of such consideration, a holder of Series F warrants may insteadelect to receive a cash payment based upon the Black-Scholes value of their Series F warrants.

Rights as a Stockholder.Except by virtue of such holder’s ownership of shares of our common stock, the holder of a Series F warrant does not have the rightsor privileges of a holder of our common stock, including any voting rights, until the holder exercises the Series F warrant.

Series G Warrant

Form. TheSeries G warrants will be issued as individual warrant agreements to the investors. You should review the form of Series G warrant, filedas an exhibit to the registration statement of which this prospectus forms a part, for a complete description of the terms and conditionsapplicable to the Series G warrants.

Exercisability.The Series G warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercisenotice accompanied by payment in full in immediately available funds for the number of shares of our common stock purchased upon suchexercise (except in the case of a cashless exercise as described below). A holder (together with its affiliates) may not exercise anyportion of the Series G warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) ofthe outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us,the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Series G warrants up to 9.99%of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownershipis determined in accordance with the terms of the Series G warrants. Purchasers of Series G warrants in this offering may also electprior to the issuance of the Series G warrants to have the initial exercise limitation set at 9.99% of our outstanding common stock.No fractional shares of common stock will be issued in connection with the exercise of a Series G warrant. In lieu of fractional shares,we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Duration and ExercisePrice. The Series G warrants will be exercisable beginning on the effective date of the Warrant Stockholder Approval, providedhowever, if the Pricing Conditions are met, the Warrant Stockholder Approval will not be required and the Series G warrants will be exercisableon the Initial Exercise Date. The Series G warrants will expire 18 months from the Initial Exercise Date or the Warrant Stockholder Approval,as applicable. The exercise price per whole share of our common stock purchasable upon the exercise of the Series G warrants would be$1.14 per share of common stock (or 100% of the assumed offering price per share and accompanying common warrants). The exercise priceof the Series G warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits,stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, includingcash, stock or other property to our stockholders.

Cashless Exercise.If, at any time after the holder’s purchase of Series G warrants, such holder exercises its Series G warrants and a registrationstatement registering the issuance of the shares of common stock underlying the Series G warrants under the Securities Act is not theneffective or available (or a prospectus is not available for the resale of shares of common stock underlying the Series G warrants),then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exerciseprice, the holder shall instead receive upon such exercise (either in whole or in part) only the net number of shares of common stockdetermined according to a formula set forth in the Series G warrants. Notwithstanding anything to the contrary, in the event we do nothave or maintain an effective registration statement, there are no circ*mstances that would require us to make any cash payments or netcash settle the Series G warrants to the holders.

Transferability.Subject to applicable laws, the Series G warrants may be offered for sale, sold, transferred or assigned at the option of the holderupon surrender of the Series G warrant to us together with the appropriate instruments of transfer.

Exchange Listing.We do not plan on applying to list the Series G warrants on Nasdaq, any other national securities exchange or any other nationally recognizedtrading system.

Fundamental Transactions.In the event of a fundamental transaction, as described in the Series G warrants and generally including any reorganization, recapitalizationor reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any personor group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the SeriesG warrants will be entitled to receive upon exercise of the Series G warrants the kind and amount of securities, cash or other propertythat the holders would have received had they exercised the Series G warrants immediately prior to such fundamental transaction. In thecase of certain fundamental transactions affecting us, a holder of Series G warrants, upon exercise of such warrants after such fundamentaltransaction, will have the right to receive, in lieu of shares of our common stock, the same amount and kind of securities, cash or propertythat such holder would have been entitled to receive upon the occurrence of the fundamental transaction, had the Series G warrants beenexercised immediately prior to such fundamental transaction. In lieu of such consideration, a holder of Series G warrants may insteadelect to receive a cash payment based upon the Black-Scholes value of their Series G warrants.

Rights as a Stockholder.Except by virtue of such holder’s ownership of shares of our common stock, the holder of a Series G warrant does not have the rightsor privileges of a holder of our common stock, including any voting rights, until the holder exercises the Series G warrant.

Amendment to Outstanding Inducement Warrants

In connection with the offeringpursuant to this prospectus, we may amend the terms of certain outstanding warrants (the “Prior Warrants”) to purchase upto 595,776 shares of our common stock to reduce the exercise price of such Prior Warrants to: (i) equal the exercise price of the commonwarrants sold in this offering; and (ii) extend the term during which the Prior Warrants could remain exercisable to the term of thecommon warrants sold in this offering. The amendment of the Prior Warrants may be subject to shareholder approval. If such shareholderapproval is not obtained by the date that is six months following the initial date of issuance of the Prior Warrants, then we may offerto (i) automatically amend the exercise price of the Prior Warrants to be the Minimum Price (as defined in Nasdaq Listing Rule 5635(d))of our common stock on the date that is six months following the initial date of issuance (or prior amendment if subsequent to such issuancedate) of the Prior Warrants (if and only if such new exercise price on the repricing date is lower than the exercise price of the PriorWarrants then in effect), and (ii) extend the expiration date of the Prior Warrants to the date that is five (5) years from the issuancedate of the Series F common warrants.

PLAN OF DISTRIBUTION

A.G.P./AllianceGlobal Partners has agreed to act as our lead placement agent and Brookline Capital Markets, a division of Arcadia Securities, LLC hasagreed to act as our co-placement agent in connection with this offering subject to the terms and conditions of the placement agent agreementdated __________, 2024. The placement agents are not purchasing or selling any of the securities offered by this prospectus, nor are theyrequired to arrange the purchase or sale of any specific number or dollar amount of securities, but have agreed to use their reasonablebest efforts to arrange for the sale of all of the securities offered hereby. We will enter into a securities purchase agreement (the“purchase agreement”) directly with the investors who purchase our securities in this offering, at the investors’ option.Investors who do not enter into the purchase agreement shall rely solely on this prospectus in connection with the purchase of our securitiesin this offering.

Weexpect this offering to be completed not later than one business day following the commencement of the offering and we will deliver thesecurities being issued to each investor upon receipt of such investor’s funds for the purchase of the securities offered pursuantto this prospectus and we will deliver all securities to be issued in connection with this offering delivery versus payment (DVP)/receiptversus payment (RVP) upon receipt of investor funds received by us. We expect to deliver the securities being offered pursuant to thisprospectus on or about __________, 2024.

Wehave agreed to indemnify the placement agents against specified liabilities, including liabilities under the Securities Act, and to contributeto payments the placement agents may be required to make in respect thereof.

Placement Agent Fees,Commissions and Expenses

Thisoffering is being conducted on a reasonable best efforts basis and the placement agents have no obligation to buy any of the securitiesfrom us or to arrange for the purchase or sale of any specific number or dollar amount of securities. Upon the closing of this offering,we will pay the placement agents a cash transaction fee equal to 6.5% of the aggregate gross cash proceeds to us from the sale of thesecurities in the offering. In addition, we will reimburse the placement agents for up to $75,000 for the placement agents’ legalfees and up to $25,000 of the aggregate gross proceeds of the offering for certain reasonablenon-accountablefees and expenses.

Thefollowing table shows the public offering price, placement agent fees and proceeds, before expenses, to us, assuming the sale of all theshares of common stock we are offering and no exercise of any warrants.

Weestimate that the total expenses of the offering payable by us, excluding the total placement agent fees, will be approximately $200,000.

Lock-UpAgreements

Ourdirectors and executive officers have entered intolock-upagreements. Under these agreements, these individuals have agreed,subject to specified exceptions, not to sell or transfer any shares of common stock or securities convertible into, or exchangeable orexercisable for, our shares of common stock during a period ending 90 days after the closing of this offering, without first obtainingthe written consent of the lead placement agent. Specifically, these individuals have agreed, in part, not to:

·sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open “putequivalent position” within the meaning of Rule16a-l(h)under the Securities Exchange Act of 1934, as amended;

·enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences ofownership of our securities, whether any such transaction is to be settled by delivery of our shares of common stock, in cash orotherwise;

·make any demand for or exercise any right with respect to the registration of any of our securities;

·publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge;

·or other arrangement relating to any of our securities.

Notwithstandingthese limitations, these shares of common stock may be transferred under limited circ*mstances, including, without limitation, by gift,will or intestate succession.

Inaddition, we have agreed that, subject to certain exceptions, we will not (i)conduct any issuances of our common stock for a periodof 45 days following closing of this offering or (ii)enter into a variable rate transaction (as defined in the purchase agreement)for a period of 90 days following closing of this offering; provided that following the closing date of this offering we will be permittedto enter into an agreement in connection with an “at the market” offering under Rule 415(a)(4) under the Securities Act andmake sales thereunder.

Regulation M

Eachplacement agent may be deemed to be an underwriter within the meaning of Section2(a)(11) of the Securities Act, and any commissionsreceived by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwritingdiscounts or commissions under the Securities Act. As an underwriter, each placement agent would be required to comply with the requirementsof the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule10b-5andRegulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the placementagent acting as principal. Under these rules and regulations, the placement agents:

·may not engage in any stabilization activity in connection with our securities; and

·may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than aspermitted under the Exchange Act, until it has completed its participation in the distribution.

Listing

Ourcommon stock is listed on Nasdaq under the symbol “CNSP.” There is no established public market for the common warrants orpre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the common warrantsor pre-funded warrants on any national securities exchange.

Discretionary Accounts

Theplacement agents do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Other Relationships

In October 2023, we completedthe warrant inducement transaction. We engaged A.G.P./Alliance Global Partners (“AGP") to act as our financial advisor in connectionwith the transaction and paid A.G.P./Alliance Global Partners a fee of $145,000. In December 2023, we engaged A.G.P./Alliance Global Partnersto act as our lead placement agent in connection with a registered offering and paid A.G.P./Alliance Global Partners a fee of $279,222.

In January 2024, we completeda public offering of our securities. In connection therewith, we entered into a placement agency agreement withAGP and Maxim GroupLLC (“Maxim” and collectively with AGP, the “January Placement Agents”) pursuant to which we agreed to pay theJanuary Placement Agents an aggregate fee equal to 7% of the gross proceeds received by us from the sale of the securities in thetransaction. We also agreed toreimburse the January Placement Agents for (i) up to $75,000 for the placement agents’ legalfees, (ii) up to $25,000 of the aggregate gross proceeds of the offering for certain reasonablenon-accountablefees and expensesand (iii)closing costs (including the reimbursem*nt of the reasonable out-of-pocket cost of the escrow agent or clearing agent)in an amount up to $10,000.

In mid June 2024, we completeda registered direct offering and concurrent private placement. In connection therewith, we entered into a financial advisory agreementwithAGP pursuant to which we agreed to pay AGP an aggregate fee equal to 6.5% of the aggregate gross proceeds received by us fromthe sale of the securities in the offering and private placement. We also agreed to reimburse AGP for up to $80,000 in legal fees andexpenses.

In late June 2024, wecompleted a second registered direct offering and concurrent private placement that month. In connection therewith, we entered into afinancial advisory agreement withAGP pursuant to which we agreed to pay AGP an aggregate fee equal to 6.5% of the aggregate grossproceeds received by us from the sale of the securities in the offering and private placement. We also agreed to reimburse AGP for upto $80,000 in legal fees and expenses.

In July 2024, we completeda registered direct offering and concurrent private placement. In connection therewith, we entered into a financial advisory agreementwithAGP pursuant to which we agreed to pay AGP an aggregate fee equal to 6.5% of the aggregate gross proceeds received by us fromthe sale of the securities in the offering and private placement. We also agreed to reimburse AGP for up to $65,000 in legal fees andexpenses.

Theplacement agents and certain of their respective affiliates are full service financial institutions engaged in various activities, whichmay include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principalinvestment, hedging, financing and brokerage activities. The placement agents and certain of their respective affiliates may in the futureperform various commercial and investment banking and financial advisory services for us and our affiliates, for which they will receivecustomary fees and expenses.

Inthe ordinary course of their various business activities, the placement agents and certain of their respective affiliates may make orhold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments(including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities mayinvolve securities and/or instruments issued by us and our affiliates. If the placement agents or their respective affiliates have a lendingrelationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The placementagents and their respective affiliates may hedge such exposure by entering into transactions that consist of either the purchase of creditdefault swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the commonstock offered hereby. Any such short positions could adversely affect future trading prices of the common stock offered hereby. The placementagents and certain of their respective affiliates may also communicate independent investment recommendations, market color or tradingideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommendto clients that they acquire, long and/or short positions in such securities and instruments.

LEGAL MATTERS

The validity of the securitiesoffered hereby will be passed upon for us by ArentFox Schiff LLP, Washington, DC. The placement agents are being represented by Sullivan& Worcester LLP, New York, New York, in connection with this offering.

EXPERTS

The financial statements ofthe Company as of December 31, 2023 and 2022, and for the years then ended, have been incorporated by reference herein and in the registrationstatement in reliance upon the report of MaloneBailey, LLP, independent registered public accounting firm, incorporated by reference herein,and upon the authority of said firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporateby reference” information from other documents that we file with it, which means that we can disclose important information to youby referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Informationin this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. Weincorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documentslisted below that we have filed with the SEC:

·Our Annual Report on Form 10-K for the year ended December 31, 2023, filed on April 1, 2024;

·Our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2024, filed on May 15, 2024;

·Our Current Reports on Form 8-K filed on January23, 2024; February2, 2024; February21, 2024; February27, 2024; May3, 2024; May7, 2024; June5, 2024; June14, 2024 (as amended on June 20,2024), June 26, 2024,July 3, 2024, and July9, 2024 (as amended on July 12, 2024);

·Our Definitive Proxy Statement on Schedule 14A filed on April 10, 2024; and

·the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on November 5, 2019,including any amendments or reports filed for the purposes of updating this description, including any exhibits to our Annual Reporton Form 10-K.

Additionally, all documentsfiled by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after (i) the date of the initial registration statementand prior to effectiveness of the registration statement, and (ii) the date of this prospectus and before the termination or completionof any offering hereunder, shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing ofsuch documents, except that we do not incorporate any document or portion of a document that is “furnished” to the SEC, butnot deemed “filed.”

We will furnish without chargeto you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibitsto these documents. You should direct any requests for documents to CNS Pharmaceuticals, Inc., Attn: Corporate Secretary, 2100 West LoopSouth, Suite 900, Houston, TX 77027.

You also may access thesefilings on our website at www.cnspharma.com. We do not incorporate the information on our website into this prospectus or any supplementto this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectusor any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectusor any supplement to this prospectus).

Any statement contained ina document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced forpurposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SECa registration statement on Form S-1 under the Securities Act for the securities being offered by this prospectus. This prospectus, whichis 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 itsexhibits. References in this prospectus to any of our contracts or other documents are not necessarily complete, and you should referto the exhibits attached to the registration statement for copies of the actual contract or document. SEC filings are also available tothe public at the SEC’s website at www.sec.gov.

We are subject to the reportingand information requirements of the Exchange Act and, as a result, we file periodic and current reports, proxy statements and other informationwith the SEC. We make our periodic reports and other information filed with or furnished to the SEC, available, free of charge, throughour website as soon as reasonably practicable after those reports and other information are filed with or furnished to the SEC. Additionally,these periodic reports, proxy statements and other information are available for inspection and copying at the public reference room andwebsite of the SEC referred to above.

Up to 8,771,930Shares of Common Stock

Up to 8,771,930Pre-Funded Warrants to Purchase up to 8,771,930 Shares of Common Stock

Up to 8,771,930Series F Common Warrants to Purchase up to 8,771,930 Shares of Common Stock

Up to 8,771,930Series G Common Warrants to Purchase up to 8,771,930 Shares of Common Stock

Up to 8,771,930Shares of Common Stock Underlying such Pre-Funded Warrants

Up to 8,771,930Shares of Common Stock Underlying such Series F Common Warrants

Up to 8,771,930Shares of Common Stock Underlying such Series G Common Warrants

CNS Pharmaceuticals,Inc.

__________________________

Lead Placement Agent

A.G.P.

Co- Placement Agent

Brookline CapitalMarkets

a division of ArcadiaSecurities, LLC

PROSPECTUS

________________

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item13. Other Expenses of Issuance and Distribution.

The following table sets forththe estimated costs and expenses to be incurred in connection with the issuance and distribution of the securities of CNS Pharmaceuticals,Inc. (the “Registrant”) which are registered under this Registration Statement on Form S-1 (this “Registration Statement”),other than placement agent fees. All amounts are estimates except the Securities and Exchange Commission registration fee and the FinancialIndustry Regulatory Authority, Inc. filing fee.

The following expenses willbe borne solely by the Registrant.

Item14. Indemnification of Directors and Officers.

Section 78.138 of the NevadaRevised Statute provides that a director or officer is not individually liable to the corporation or its stockholders or creditors forany 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 orfailure to act constituted a breach of his fiduciary duties as a director or officer and (2) his breach of those duties involved intentionalmisconduct, fraud or a knowing violation of law.

This provision is intendedto afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleginga breach of the duty of care by a director or officer. As a consequence of this provision, stockholders of our company will be unableto recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligencein performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alterthe applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit the right of ourcompany 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’s Articlesof Incorporation, as amended and restated, and amended and restated bylaws provide for indemnification of directors, officers, employeesor agents of the Registrant to the fullest extent permitted by Nevada law (as amended from time to time). Section 78.7502 of the NevadaRevised Statute provides that such indemnification may only be provided if the person acted in good faith and in a manner he or she reasonablybelieved to be in, or not opposed to, the best interest of the Registrant and, with respect to any criminal action or proceeding, hadno reasonable cause to behave his conduct was unlawful.

Item15. Recent Sales of Unregistered Securities.

Except as set forth below,in the three years preceding the filing of this Registration Statement, the Registrant has not issued any securities that were not registeredunder the Securities Act (all share and per share numbers are reflected on a post-split basis for all periods presented):

In September 2020, the Registrantentered into a Purchase Agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park, which provides that, upon the terms and subjectto the conditions and limitations set forth in the agreement, Lincoln Park is committed to purchase up to an aggregate of $15.0 millionshares of the Registrant’s common stock over the 36-month term of the agreement. The Registrant issued 135 shares of its commonstock to Lincoln Park in consideration for entering into the agreement.

In January 2021, the Registrantentered into a twelve-month agreement with an investor relations firm that included the issuance of 17 restricted shares of common stock.Upon signing the agreement, 5 shares vested immediately, and the remaining 13 shares vested quarterly over the remainder of the agreement.In May 2021, the Registrant entered into a four-month agreement with an investor relations firm that included the issuance of 50 sharesof common stock.

In January 2022, the Registrantentered into a Securities Purchase Agreement with several institutional investors for the sale by the Company of (i) 6,327 shares of theRegistrant’s common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,744 shares of common stock and (iii) warrantsto purchase up to an aggregate of 8,071 shares of common stock, in a private placement offering. The combined purchase price of one shareof common stock (or one pre-funded warrant) and accompanying common warrant was $1,425. H.C. Wainwright & Co., LLC acted as the exclusiveplacement agent for the offering, pursuant to an engagement letter with the Registrant dated January 5, 2022.

In October 2023, the Registrantentered into a warrant exercise inducement offer letter with a holder of certain existing warrants to purchase common stock (the “ExistingWarrants”) to receive new warrants (the “Inducement Warrants”) to purchase up to a number of shares of common stockequal to 200% of the number of warrant shares issued pursuant to the exercise of such Existing Warrants to purchase shares of commonstock, pursuant to which the warrant holder agreed to exercise for cash its Existing Warrants to purchase up to 37,560 shares of theRegistrant’s common stock,at $64 per share, in exchange for the Registrant’s agreement to issue Inducement Warrantsto purchase up to 75,120 shares of the Registrant’s common stock.

OnJanuary 29, 2024, the Registrant entered into a warrant amendment agreement pursuant to which it agreed, subject to stockholder approval,to amend the Inducement Warrants to purchase up to an aggregate of 75,120 shares of common stock at an exercise price of $64.00 per shareand a termination date of October 16, 2028, so that the amended warrants will have a reduced exercise price of $15.00 per share and anew termination date of February 1, 2029. The requisite stockholder approval for the amendments was obtained at the Registrant’s2024 Annual Meeting of Stockholders held on April 30, 2024.

OnJune 14, 2024, the Registrant issued to investors unregistered warrants to purchase up to an aggregate of 366,000 shares of common stock(the Series C Common Warrants). Subject to certain ownership limitations, each of the Series C Common Warrants was immediately exercisable,has an exercise price of $3.62 per share, and will expire five years from the date of issuance (issued June 17, 2024).

OnJune 26, 2024, the Registrant issued to investors unregistered warrants to purchase up to an aggregate of 568,000 shares of common stock(the Series D Common Warrants). Subject to certain ownership limitations, each of the Series D Common Warrants was immediately exercisable,has an exercise price of $2.45 per share, and will expire five years from the date of issuance (issued June 27, 2024).

OnJuly 5, 2024, the Registrant issued to investors unregistered warrants to purchase up to an aggregate of 1,425,000 shares of common stock(the Series E Common Warrants). Subject to certain ownership limitations, each of the Series E Common Warrants was immediately exercisable,has an exercise price of $1.26 per share, and will expire five years from the date of issuance (issued July 5, 2024).

All of the securities above wereissued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.The issuance of the Inducement Warrants was made in reliance on the exemption provided by Section 3(a)(9) of the Securities Act.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits:

(b) Consolidated Financial Statement Schedules:All schedules are omitted because the required information is inapplicable or the information is presented in the consolidated financialstatements and the related notes.

Item17. Undertakings

(a) The undersigned Registranthereby undertakes that:

(1) To file, during any periodin which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To includeany prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in theprospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendmentthereof) 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 offeredwould not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may bereflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume andprice represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of RegistrationFee” table in the effective registration statement;

(iii) To includeany material information with respect to the plan of distribution not previously disclosed in the registration statement or any materialchange to such information in the registration statement;

provided, however, that paragraphs(i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs iscontained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the ExchangeAct that are incorporated by reference in this 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 purposeof determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statementrelating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof.

(3) To remove from registrationby 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 purposeof determining liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrantundertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardlessof the method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any ofthe following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell suchsecurities to such purchaser:

(i) Anypreliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424(§230.424 of this chapter);

(ii) Anyfree writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by theundersigned registrant;

(iii) Theportion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantor its securities provided by or on behalf of the undersigned registrant; and

(iv) Anyother communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned Registranthereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annualreport pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’sannual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall bedeemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that timeshall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnificationfor liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrantpursuant to the provisions referenced in Item14 of this Registration Statement, or otherwise, the Registrant has been advised thatin 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 registrantof 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 hereunder,the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriatejurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governedby the final adjudication of such issue.

(d) The undersigned Registrant hereby undertakesthat:

(1) For purposes of determiningany liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registrationstatement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determiningany liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to bea new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemedto be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirementsof the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereuntoduly authorized, in the city of Houston, Texas, on July 19, 2024.

Pursuant to the requirementsof the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacitiesand on the dates indicated:

*  By: Christopher Downs                            

Attorney-in-fact

Exhibit 4.17

FORM OF SERIESf COMMON STOCK PURCHASE WARRANT

CNS PHARMACEUTICALS,INC.

THIS SERIES F COMMON STOCKPURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”)is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after[Stockholder Approval Date]¹ (the “InitialExercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Dateor the Stockholder Approval Date, as applicable (the “Termination Date”), but not thereafter, to subscribe for andpurchase from CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to [___] shares of commonstock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”).The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1.Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain SecuritiesPurchase Agreement (the “Purchase Agreement”), dated [___], 2024, among the Company and each purchaser signatory thereto.In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1.

a)[“Stockholder Approval” means such approval as may be required by the applicable rules and regulations of theNasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to the issuance of all of the Warrantsand the Warrant Shares upon the exercise thereof.

b)[“Stockholder Approval Date” means the date on which Stockholder Approval is received and deemed effectiveunder Nevada law.]²

Section 2.Exercise.

a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at anytime or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executedPDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Noticeof Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard SettlementPeriod (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate ExercisePrice for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a UnitedStates bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.Noink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of anyNotice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrenderthis Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercisedin full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the dateon which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portionof the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasablehereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showingthe number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercisewithin one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agreethat, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number ofWarrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For the avoidanceof doubt, there is no circ*mstance that would require the Company to net cash settle this Warrant.

________________________

¹Replace bracketed language with “the date hereof” if and only if (A) the Per Share Purchase Price (as defined in the PurchaseAgreement) equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq listing rule 5635(d) and(b) $0.125 per whole Warrant Share; or (B) the offering is a discounted offering where the pricing and discount (including attributinga value of $0.125 per whole Warrant Share) meet the pricing requirements under Nasdaq’s listing rules.

²Stockholder Approval concept to be removed if warrants are immediately exercisable.

b)Exercise Price. The exercise price per share of Common Stock under this Warrant shall be [___], subject to adjustment hereunder(the “Exercise Price”).

c)Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering or the prospectuscontained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may only be exercised, in wholeor in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of WarrantShares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

If Warrant Shares are issuedin such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the WarrantShares shall take on the registered characteristics of this Warrant. The Company agrees not to take any position contrary to this Section2(c), except to the extent required by applicable law, rules, or regulations.

Notwithstanding anything herein to the contrary,on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

“Bid Price”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed orquoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the TradingMarket on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York Citytime) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for theCommon Stock are then reported on OTCQB or OTCQX and OTCQB or OTCQX, as applicable, is not a Trading Market, the VWAP of the Common Stockfor such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if the Common Stock is not then listed or quoted fortrading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agencysucceeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all othercases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holdersof a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shallbe paid by the Company.

“Trading Day”means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for trading for aperiod of time less than the customary time.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed orquoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.(New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market andif prices for the Common Stock are then reported on OTCQB or OTCQX, and OTCQB or OTCQX, as applicable, is not a Trading Market, the volumeweighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if theCommon Stock is not then listed or quoted for trading on OTCQB or OTCQX and prices for the Common Stock are then reported on The PinkOpen Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per shareof the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independentappraiser selected in good faith by the holders of a majority in interest of the Common Warrants then outstanding and reasonably acceptableto the Company, the fees and expenses of which shall be paid by the Company.

d)[RESERVED]

e)Mechanics of Exercise.

iDelivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmittedby the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The DepositoryTrust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant insuch system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale ofthe Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of acertificate representing the Warrant Shares, registered in the Company’s share register in the name of the Holder or its designee,for the number of Warrant Shares set forth in the Notice of Exercise to the address specified by the Holder in such Notice of Exerciseby the date that is the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, (ii) one (1)Trading Day after delivery of the aggregate Exercise Price to the Company, and (iii) the number of Trading Days comprising the StandardSettlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record ofthe Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of(i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Noticeof Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the WarrantShare Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of WarrantShares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per TradingDay (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after suchWarrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain atransfer agent (which may be the Transfer Agent) that is a participant in the FAST program so long as this Warrant remains outstandingand exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a numberof Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery ofthe Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 9:00 a.m. (NewYork City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement,the Company agrees to deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time)on the Initial Exercise Date, and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, providedthat payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share DeliveryDate. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder atany given time will be less than the amount stated on the face hereof.

iiDelivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the requestof a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a newWarrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shallin all other respects be identical with this Warrant.

iiiRescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuantto Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

ivCompensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights availableto the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisionsof Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is requiredby its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, sharesof Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving upon suchexercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’stotal purchase price (including brokerage commissions, if any) for the Warrant Shares so purchased exceeds (y) the amount obtained bymultiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise atissue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder,either reinstate the portion of this Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in whichcase such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issuedhad the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases shares of CommonStock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants with an aggregate saleprice giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall berequired to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder inrespect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’sright to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specificperformance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exerciseof this Warrant as required pursuant to the terms hereof.

vNo Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exerciseof this Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such exercise, the Companyshall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multipliedby the Exercise Price or round up to the next whole share of Common Stock.

viCharges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder forany issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expensesshall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directedby the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the nameof the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B,duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for anytransfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exerciseand all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-dayelectronic delivery of the Warrant Shares.

viiClosing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exerciseof this Warrant, pursuant to the terms hereof.

f)Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not havethe right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to suchissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder’s Affiliates,(ii) any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Personswhose beneficial ownership of Common Stock would be aggregated with the Holder’s for the purposes of determination of beneficialownership pursuant to Section 13(d) and Rule 13d-3 of the Exchange Act (such Persons, “Attribution Parties”)), wouldbeneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the numberof shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of WarrantShares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number ofWarrant Shares that would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by theHolder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of anyother securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversionor exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.Except as set forth in the preceding sentence, for purposes of this Section 2(f), beneficial ownership shall be calculated in accordancewith Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder thatthe Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holderis solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in thisSection 2(f) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder togetherwith any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of theHolder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of thisWarrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verifyor confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance withthe Beneficial Ownership Limitation, except to the extent the Holder has detrimentally relied on the number of outstanding shares of CommonStock that was provided in writing by the Company. In addition, a determination as to any group status as contemplated above shall bedetermined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Companyshall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrantthat are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstandingshares of Common Stock that was provided by the Company. For purposes of this Section 2(f), in determining the number of outstanding sharesof Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recentperiodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) amore recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon thewritten request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of sharesof Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effectto the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Partiessince the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”shall be [4.99/9.99]% of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares issuable uponexercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisionsof this Section 2(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the Common Stock outstanding immediatelyafter giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section2(f) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after suchnotice is delivered to the Company. The provisions of this paragraph shall not be construed and implemented in a manner otherwise thanin strict conformity with the terms of this Section 2(f) to correct this paragraph (or any portion hereof) that may be defective or inconsistentwith the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properlygive effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. To theextent that this Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate considerationis owing to the Holder.

Section 3.Certain Adjustments.

a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend orotherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payablein shares of Common Stock (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise ofthis Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way ofreverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of sharesof the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fractionof which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately beforesuch event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and thenumber of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of thisWarrant remains unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record datefor the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after theeffective date in the case of a subdivision, combination or re-classification.

b)[RESERVED]

c)Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the recordholders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights that the Holder could have acquired if the Holder hadheld the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercisehereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken forthe grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of sharesof Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to theextent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial OwnershipLimitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of suchshares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyancefor the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividendor other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capitalor otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distributionto the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirableupon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the BeneficialOwnership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, thedate as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceedingthe Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in thebeneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distributionshall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holderexceeding the Beneficial Ownership Limitation).

e)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, inone or more related transactions effects any merger or consolidation of the Company with or into another Person in which the Company isnot the surviving entity, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyanceor other disposition of all or substantially all of the Company’s assets in one or a series of related transactions, (iii) any,direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant towhich holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has beenaccepted by the holders of more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly,in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsoryshare exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or otherbusiness combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) withanother Person or group of Persons whereby such other Person or group acquires more than 50% of the voting power of the common equityof the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shallhave the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrenceof such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(f) on the exercise of thisWarrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transactionby a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction(without regard to any limitation in Section 2(f) on the exercise of this Warrant). For purposes of any such exercise, the determinationof the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Considerationissuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price amongthe Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, thenthe Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following suchFundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any SuccessorEntity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after,the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),purchase this Warrant from the Holder by paying to the Holder, as described below, an amount of consideration equal to the Black ScholesValue (as defined below) of the remaining unexercised portion of this Warrant on the date of consummation of such Fundamental Transaction,provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’sBoard of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity as of the date of consummationof such Fundamental Transaction the same type or form of consideration (and in the same proportion), valued at the Black Scholes Valueof the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connectionwith the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether theholders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the FundamentalTransaction; provided further, that if holders of Common Stock of the Company are not offered or paid any consideration in such FundamentalTransaction, such holders of Common Stock will be deemed to have received shares of the Successor Entity (which Successor Entity may bethe Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means thevalue of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloombergdetermined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-freeinterest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of theapplicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility obtainedfrom the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following thepublic announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be thegreater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, beingoffered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of suchFundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction, (D) a remaining optiontime equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date,and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds withinfive Trading Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shallcause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with theprovisions of this Section 3(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approvedby the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to theHolder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in formand substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or itsparent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to anylimitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price that applies the exerciseprice hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant tosuch Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise pricebeing for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),and that is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, theSuccessor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisionsof this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and theother Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

f)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a givendate shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g)Notice to Holder.

iAdjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Companyshall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustmentto the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

iiNotice to Allow Exercise by Holder. If, while this Warrant is outstanding, (A) the Company declares a dividend (or any otherdistribution in whatever form) on the Common Stock, (B) the Company declares a special nonrecurring cash dividend on, or a redemptionof, the Common Stock, (C) the Company authorizes the granting to all holders of shares of Common Stock rights or warrants to subscribefor or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company is requiredin connection with a Fundamental Transaction, or (E) the Company authorizes the voluntary or involuntary dissolution, liquidation or windingup of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last emailaddress as it shall appear upon the Warrant Register of the Company, at least three calendar days prior to the applicable record or effectivedate hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the shares of Common Stock of recordto be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expectedthat holders of the shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash orother property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failureto deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action requiredto be specified in such notice; and provided, further, that no notice shall be required if the information is disseminated in a pressrelease or a document filed with the Commission. To the extent that any notice provided in this Warrant constitutes, or contains, material,non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commissionpursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on thedate of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

iiiVoluntary Adjustment by the Company. Subject to the rules and regulations of the Trading Market on which the Common Stockis then listed, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reducethe then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

Section 4.Transfer of Warrant.

a)Transferability. Subject to compliance with applicable securities law, this Warrant and all rights hereunder (including,without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal officeof the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of theassignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issueto the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstandinganything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holderhas assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company on the date on which the Holderdelivers an assignment form to the Company assigning this Warrant in full. This Warrant, if properly assigned in accordance herewith,may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)New Warrants. Subject to compliance with applicable securities law, this Warrant may be divided or combined with other Warrantsupon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominationsin which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as toany transfer that may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants inexchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchangesshall be dated the Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treatthe registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,and for all other purposes, absent actual notice to the contrary.

Section 5.Miscellaneous.

a)No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expresslyset forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuantto Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) or 2(d)(iv) herein, in no event shall the Company be requiredto net cash settle an exercise of this Warrant.

b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to this Warrant Shares,and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant,shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, theCompany will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrantor stock certificate.

c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any rightrequired or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeedingTrading Day.

d)Authorized Shares.

The Company covenants that,during the period this Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient numberof shares to provide for the issuance of the Warrant Shares underlying this Warrant. The Company further covenants that its issuance ofthis Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares uponthe exercise of this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Sharesmay be issued and delivered as provided herein without violation of any applicable law or regulation, or of any requirements of the TradingMarket upon which the Common Stock may be listed. The Company covenants that all Warrant Shares that may be issued and delivered uponthe exercise this Warrant will, upon exercise of this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issuethereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent aswaived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate ofincorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or anyother voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all timesin good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate toprotect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Companywill (i) not increase the par value of any shares of Common Stock above the amount payable therefor upon such exercise immediately priorto such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly andlegally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) use commercially reasonableefforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as maybe, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action thatwould result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Companyshall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body orbodies having jurisdiction thereof.

e)Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shallbe determined in accordance with the provisions of the Purchase Agreement.

f)Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registeredand the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holdershall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any otherprovision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of thisWarrant, and such failure results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall besufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellateproceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powersor remedies hereunder.

h)Notices. Any notice, request or other document required or permitted to be given or delivered hereunder shall be deliveredin accordance with the notice provisions of the Purchase Agreement.

i)Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrantto purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of theHolder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Companyor by creditors of the Company.

j)Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequatecompensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not toassert the defense in any action for specific performance that a remedy at law would be adequate.

k)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced herebyshall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permittedassigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant andshall be enforceable by the Holder or holder of Warrant Shares.

l)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Companyand the Holder.

m)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective andvalid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provisionshall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remainingprovisions of this Warrant.

n)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, bedeemed a part of this Warrant.

o)Currency. All dollar amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”).All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted inthe U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means,in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange rate as publishedin the Wall Street Journal (New York edition) on the relevant date of calculation.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused thisWarrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

EXHIBIT A

NOTICE OF EXERCISE

TO: CNS PHARMACEUTICALS, INC.

(1) The undersigned hereby elects to purchase ________Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith paymentof the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicablebox):

[ ] in lawful money of the United States; or

[ ] if permitted the cancellation of such number of Warrant Sharesas is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum numberof Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the nameof the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC AccountNumber:

[SIGNATURE OF HOLDER]

Name of Investing Entity:

________________________________________________________________________
Signature of Authorized Signatory of Investing Entity:

_________________________________________________
Name of Authorized Signatory:

___________________________________________________________________
Title of Authorized Signatory:

____________________________________________________________________
Date:

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply requiredinformation. Do not use this form to exercise the Warrant to purchase Warrant Shares.)

FOR VALUE RECEIVED, the foregoing Warrant and allrights evidenced thereby are hereby assigned to

Exhibit 4.18

FORM OFSERIES G COMMON STOCK PURCHASE WARRANT

CNS PHARMACEUTICALS,INC.

THIS SERIES G COMMONSTOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafterset forth, at any time on or after [Stockholder Approval Date]¹(the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the eighteen (18) month anniversary of the Initial Exercise Date or the Stockholder Approval Date, as applicable (the “TerminationDate”), but not thereafter, to subscribe for and purchase from CNS Pharmaceuticals, Inc., a Nevada corporation (the“Company”), up to [___] shares of common stock, par value $0.001 per share (the “CommonStock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share ofCommon Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1.Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain SecuritiesPurchase Agreement (the “Purchase Agreement”), dated [___], 2024, among the Company and each purchaser signatory thereto.In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1.

a)[“Stockholder Approval” means such approval as may be required by the applicable rules and regulations of theNasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to the issuance of all of the Warrantsand the Warrant Shares upon the exercise thereof.

b)[“Stockholder Approval Date” means the date on which Stockholder Approval is received and deemed effectiveunder Nevada law.]²

Section 2.Exercise.

a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at anytime or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executedPDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Noticeof Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard SettlementPeriod (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate ExercisePrice for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a UnitedStates bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.Noink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of anyNotice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrenderthis Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercisedin full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the dateon which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portionof the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasablehereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showingthe number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercisewithin one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agreethat, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number ofWarrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For the avoidanceof doubt, there is no circ*mstance that would require the Company to net cash settle this Warrant.

________________________

¹Replace bracketed language with “the date hereof” if and only if (A) the Per Share Purchase Price (as defined in the PurchaseAgreement) equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq listing rule 5635(d) and(b) $0.125 per whole Warrant Share; or (B) the offering is a discounted offering where the pricing and discount (including attributinga value of $0.125 per whole Warrant Share) meet the pricing requirements under Nasdaq’s listing rules.

²Stockholder Approval concept to be removed if warrants are immediately exercisable.

b)Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $[___], subject to adjustment hereunder(the “Exercise Price”).

c)Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering or the prospectuscontained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may only be exercised, in wholeor in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of WarrantShares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

If Warrant Shares are issuedin such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the WarrantShares shall take on the registered characteristics of this Warrant. The Company agrees not to take any position contrary to this Section2(c), except to the extent required by applicable law, rules, or regulations.

Notwithstanding anything herein to the contrary,on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

“Bid Price”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed orquoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the TradingMarket on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York Citytime) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for theCommon Stock are then reported on OTCQB or OTCQX and OTCQB or OTCQX, as applicable, is not a Trading Market, the VWAP of the Common Stockfor such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if the Common Stock is not then listed or quoted fortrading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agencysucceeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all othercases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holdersof a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shallbe paid by the Company.

“Trading Day”means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for trading for aperiod of time less than the customary time.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed orquoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.(New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market andif prices for the Common Stock are then reported on OTCQB or OTCQX, and OTCQB or OTCQX, as applicable, is not a Trading Market, the volumeweighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if theCommon Stock is not then listed or quoted for trading on OTCQB or OTCQX and prices for the Common Stock are then reported on The PinkOpen Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per shareof the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independentappraiser selected in good faith by the holders of a majority in interest of the Common Warrants then outstanding and reasonably acceptableto the Company, the fees and expenses of which shall be paid by the Company.

d)[RESERVED]

e)Mechanics of Exercise.

iDelivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmittedby the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The DepositoryTrust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant insuch system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale ofthe Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of acertificate representing the Warrant Shares, registered in the Company’s share register in the name of the Holder or its designee,for the number of Warrant Shares set forth in the Notice of Exercise to the address specified by the Holder in such Notice of Exerciseby the date that is the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, (ii) one (1)Trading Day after delivery of the aggregate Exercise Price to the Company, and (iii) the number of Trading Days comprising the StandardSettlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record ofthe Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of(i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Noticeof Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the WarrantShare Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of WarrantShares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per TradingDay (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after suchWarrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain atransfer agent (which may be the Transfer Agent) that is a participant in the FAST program so long as this Warrant remains outstandingand exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a numberof Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery ofthe Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 9:00 a.m. (NewYork City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement,the Company agrees to deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time)on the Initial Exercise Date, and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, providedthat payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share DeliveryDate. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder atany given time will be less than the amount stated on the face hereof.

iiDelivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the requestof a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a newWarrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shallin all other respects be identical with this Warrant.

iiiRescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuantto Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

ivCompensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights availableto the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisionsof Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is requiredby its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, sharesof Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving upon suchexercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’stotal purchase price (including brokerage commissions, if any) for the Warrant Shares so purchased exceeds (y) the amount obtained bymultiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise atissue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder,either reinstate the portion of this Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in whichcase such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issuedhad the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases shares of CommonStock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants with an aggregate saleprice giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall berequired to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder inrespect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’sright to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specificperformance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exerciseof this Warrant as required pursuant to the terms hereof.

vNo Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exerciseof this Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such exercise, the Companyshall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multipliedby the Exercise Price or round up to the next whole share of Common Stock.

viCharges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder forany issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expensesshall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directedby the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the nameof the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B,duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for anytransfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exerciseand all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-dayelectronic delivery of the Warrant Shares.

viiClosing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exerciseof this Warrant, pursuant to the terms hereof.

f)Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not havethe right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to suchissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder’s Affiliates,(ii) any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Personswhose beneficial ownership of Common Stock would be aggregated with the Holder’s for the purposes of determination of beneficialownership pursuant to Section 13(d) and Rule 13d-3 of the Exchange Act (such Persons, “Attribution Parties”)), wouldbeneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the numberof shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of WarrantShares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number ofWarrant Shares that would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by theHolder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of anyother securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversionor exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.Except as set forth in the preceding sentence, for purposes of this Section 2(f), beneficial ownership shall be calculated in accordancewith Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder thatthe Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holderis solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in thisSection 2(f) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder togetherwith any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of theHolder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of thisWarrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verifyor confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance withthe Beneficial Ownership Limitation, except to the extent the Holder has detrimentally relied on the number of outstanding shares of CommonStock that was provided in writing by the Company. In addition, a determination as to any group status as contemplated above shall bedetermined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Companyshall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrantthat are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstandingshares of Common Stock that was provided by the Company. For purposes of this Section 2(f), in determining the number of outstanding sharesof Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recentperiodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) amore recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon thewritten request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of sharesof Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effectto the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Partiessince the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”shall be [4.99/9.99]% of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares issuable uponexercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisionsof this Section 2(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the Common Stock outstanding immediatelyafter giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section2(f) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after suchnotice is delivered to the Company. The provisions of this paragraph shall not be construed and implemented in a manner otherwise thanin strict conformity with the terms of this Section 2(f) to correct this paragraph (or any portion hereof) that may be defective or inconsistentwith the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properlygive effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. To theextent that this Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate considerationis owing to the Holder.

Section 3.Certain Adjustments.

a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend orotherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payablein shares of Common Stock (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise ofthis Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way ofreverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of sharesof the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fractionof which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately beforesuch event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and thenumber of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of thisWarrant remains unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record datefor the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after theeffective date in the case of a subdivision, combination or re-classification.

b)[RESERVED]

c)Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the recordholders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights that the Holder could have acquired if the Holder hadheld the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercisehereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken forthe grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of sharesof Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to theextent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial OwnershipLimitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of suchshares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyancefor the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividendor other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capitalor otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distributionto the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirableupon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the BeneficialOwnership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, thedate as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceedingthe Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in thebeneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distributionshall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holderexceeding the Beneficial Ownership Limitation).

e)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, inone or more related transactions effects any merger or consolidation of the Company with or into another Person in which the Company isnot the surviving entity, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyanceor other disposition of all or substantially all of the Company’s assets in one or a series of related transactions, (iii) any,direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant towhich holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has beenaccepted by the holders of more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly,in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsoryshare exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or otherbusiness combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) withanother Person or group of Persons whereby such other Person or group acquires more than 50% of the voting power of the common equityof the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shallhave the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrenceof such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(f) on the exercise of thisWarrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transactionby a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction(without regard to any limitation in Section 2(f) on the exercise of this Warrant). For purposes of any such exercise, the determinationof the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Considerationissuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price amongthe Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, thenthe Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following suchFundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any SuccessorEntity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after,the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),purchase this Warrant from the Holder by paying to the Holder, as described below, an amount of consideration equal to the Black ScholesValue (as defined below) of the remaining unexercised portion of this Warrant on the date of consummation of such Fundamental Transaction,provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’sBoard of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity as of the date of consummationof such Fundamental Transaction the same type or form of consideration (and in the same proportion), valued at the Black Scholes Valueof the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connectionwith the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether theholders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the FundamentalTransaction; provided further, that if holders of Common Stock of the Company are not offered or paid any consideration in such FundamentalTransaction, such holders of Common Stock will be deemed to have received shares of the Successor Entity (which Successor Entity may bethe Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means thevalue of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloombergdetermined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-freeinterest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of theapplicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility obtainedfrom the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following thepublic announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be thegreater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, beingoffered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of suchFundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction, (D) a remaining optiontime equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date,and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds withinfive Trading Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shallcause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with theprovisions of this Section 3(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approvedby the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to theHolder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in formand substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or itsparent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to anylimitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price that applies the exerciseprice hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant tosuch Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise pricebeing for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),and that is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, theSuccessor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisionsof this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and theother Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

f)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a givendate shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g)Notice to Holder.

iAdjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Companyshall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustmentto the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

iiNotice to Allow Exercise by Holder. If, while this Warrant is outstanding, (A) the Company declares a dividend (or any otherdistribution in whatever form) on the Common Stock, (B) the Company declares a special nonrecurring cash dividend on, or a redemptionof, the Common Stock, (C) the Company authorizes the granting to all holders of shares of Common Stock rights or warrants to subscribefor or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company is requiredin connection with a Fundamental Transaction, or (E) the Company authorizes the voluntary or involuntary dissolution, liquidation or windingup of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last emailaddress as it shall appear upon the Warrant Register of the Company, at least three calendar days prior to the applicable record or effectivedate hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the shares of Common Stock of recordto be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expectedthat holders of the shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash orother property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failureto deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action requiredto be specified in such notice; and provided, further, that no notice shall be required if the information is disseminated in a pressrelease or a document filed with the Commission. To the extent that any notice provided in this Warrant constitutes, or contains, material,non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commissionpursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on thedate of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

iiiVoluntary Adjustment by the Company. Subject to the rules and regulations of the Trading Market on which the Common Stockis then listed, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reducethe then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

Section 4.Transfer of Warrant.

a)Transferability. Subject to compliance with applicable securities law, this Warrant and all rights hereunder (including,without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal officeof the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of theassignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issueto the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstandinganything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holderhas assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company on the date on which the Holderdelivers an assignment form to the Company assigning this Warrant in full. This Warrant, if properly assigned in accordance herewith,may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)New Warrants. Subject to compliance with applicable securities law, this Warrant may be divided or combined with other Warrantsupon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominationsin which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as toany transfer that may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants inexchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchangesshall be dated the Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treatthe registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,and for all other purposes, absent actual notice to the contrary.

Section 5.Miscellaneous.

a)No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expresslyset forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuantto Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) or 2(d)(iv) herein, in no event shall the Company be requiredto net cash settle an exercise of this Warrant.

b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to this Warrant Shares,and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant,shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, theCompany will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrantor stock certificate.

c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any rightrequired or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeedingTrading Day.

d)Authorized Shares.

The Company covenants that,during the period this Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient numberof shares to provide for the issuance of the Warrant Shares underlying this Warrant. The Company further covenants that its issuance ofthis Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares uponthe exercise of this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Sharesmay be issued and delivered as provided herein without violation of any applicable law or regulation, or of any requirements of the TradingMarket upon which the Common Stock may be listed. The Company covenants that all Warrant Shares that may be issued and delivered uponthe exercise this Warrant will, upon exercise of this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issuethereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent aswaived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate ofincorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or anyother voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all timesin good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate toprotect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Companywill (i) not increase the par value of any shares of Common Stock above the amount payable therefor upon such exercise immediately priorto such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly andlegally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) use commercially reasonableefforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as maybe, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action thatwould result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Companyshall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body orbodies having jurisdiction thereof.

e)Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shallbe determined in accordance with the provisions of the Purchase Agreement.

f)Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registeredand the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holdershall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any otherprovision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of thisWarrant, and such failure results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall besufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellateproceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powersor remedies hereunder.

h)Notices. Any notice, request or other document required or permitted to be given or delivered hereunder shall be deliveredin accordance with the notice provisions of the Purchase Agreement.

i)Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrantto purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of theHolder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Companyor by creditors of the Company.

j)Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequatecompensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not toassert the defense in any action for specific performance that a remedy at law would be adequate.

k)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced herebyshall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permittedassigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant andshall be enforceable by the Holder or holder of Warrant Shares.

l)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Companyand the Holder.

m)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective andvalid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provisionshall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remainingprovisions of this Warrant.

n)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, bedeemed a part of this Warrant.

o)Currency. All dollar amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”).All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted inthe U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means,in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange rate as publishedin the Wall Street Journal (New York edition) on the relevant date of calculation.

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(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused thisWarrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

EXHIBIT A

NOTICE OF EXERCISE

TO: CNS PHARMACEUTICALS, INC.

(1) The undersigned hereby elects to purchase ________Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith paymentof the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicablebox):

[ ] in lawful money of the United States; or

[ ] if permitted the cancellation of such number of Warrant Sharesas is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum numberof Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the nameof the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC AccountNumber:

[SIGNATURE OF HOLDER]

Name of Investing Entity:

________________________________________________________________________
Signature of Authorized Signatory of Investing Entity:

_________________________________________________
Name of Authorized Signatory:

___________________________________________________________________
Title of Authorized Signatory:

____________________________________________________________________
Date:

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply requiredinformation. Do not use this form to exercise the Warrant to purchase Warrant Shares.)

FOR VALUE RECEIVED, the foregoing Warrant and allrights evidenced thereby are hereby assigned to