Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Private Offering

On May 4, 2026, CNS Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with institutional investors (the "Investors"), pursuant to which the Investors purchased in a private placement: (i) 650,000 shares of the Company's common stock, $0.001 par value per share ("Common Stock") at a purchase price of $2.30 per share; and (ii) pre-funded warrants to purchase 9,143,479 shares of the Common Stock (the "Pre-Funded Warrants") at a purchase price of $2.299 per Pre-Funded Warrant (the "Offering").

Subject to certain ownership limitations, the Pre-Funded Warrants are exercisable immediately upon issuance into one share of Common Stock at an exercise price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof) and expire once such Pre-Funded Warrant is fully exercised. The holder of a Pre-Funded Warrant is prohibited from exercising any Pre-Funded Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% as applicable) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder's election not to exceed 9.99%.

The closing of the Offering is expected to occur on May 5, 2026 (the "Closing Date"), subject to customary closing conditions. The gross proceeds to the Company from the Offering will be approximately $22.5 million, before deducting the Placement Agent's fees and other offering expenses. The Company intends to use the net proceeds from the Offering to identify, acquire, and advance new assets and for working capital and general corporate purposes.

In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement ("Registration Rights Agreement") and agreed to file a registration statement (the "Registration Statement") registering the resale of the Common Stock and the Common Stock underlying the Pre-Funded Warrants, within 15 days following the Closing Date, and to use its best efforts to cause such Registration Statement to be declared effective by the SEC within 60 days from the filing date of the Registration Statement (or 90 days from the filing date if the SEC reviews the Registration Statement).

With limited exceptions, the Company has agreed not to enter into or announce any transaction for the sale of any of its equity securities or securities convertible into its equity securities for a period of 120 days from the effective date of the Registration Statement. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a Variable Rate Transaction (as defined in the Agreement) until one year after the Closing Date; provided that after 120 days from the effective date of the Registration Statement, the Company will be permitted to make sales under its existing "at-the-market offering" sales agreement.

The Common Stock and Pre-Funded Warrants issued in the Offering and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws.

On May 4, 2026, the Company entered into a placement agency agreement (the "Placement Agreement") with A.G.P./Alliance Global Partners (the "Placement Agent"), pursuant to which the Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company also agreed to reimburse the Placement Agent for up to $75,000 for the Placement Agent's fees and expenses and up to $15,000 for non-accountable expenses.

The forms of the Securities Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, and the Pre-Funded Warrant are filed as Exhibits 10.1, 10.2, 1.1, and 4.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.