CNS Pharmaceuticals Inc美股招股说明书(2025-09-19版)

Supplement No. 3 to Prospectus Supplement dated July 26, 2024(to Prospectus dated May 17, 2024) CNS Pharmaceuticals, Inc. Up to $1,760,000 of Shares of Common Stock On July 26, 2024, we entered into a certain Sales Agreement, or sales agreement, with A.G.P./Alliance Global Partners (“A.G.P.”)relating to shares of our common stock. In accordance with the sales agreement and pursuant to the prospectus supplement we filed onMarch 20, 2025, we were authorized to offer and sell shares of our common stock having an aggregate offering price of up to$43,500,000 from time to time through A.G.P. Pursuant to this prospectus supplement, we are reducing the aggregate offering price ofour shares of common stock that we may sell pursuant to the sales agreement to up to $1,760,000. Our shares of common stock are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CNSP”. The last sale price of ourshares of common stock on September 17, 2025 was $8.73 per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at the market offerings” asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. If authorized by us in writing,A.G.P. may also sell shares of our common stock in negotiated transactions at market prices prevailing at the time of sale or at pricesrelated to such prevailing market prices and/or in any other method permitted by law. If we and A.G.P. agree on any method ofdistribution other than sales of shares of our common stock on or through the Nasdaq Capital Market or another existing tradingmarket in the United States at market prices, we will file a further prospectus supplement providing all information about such offeringas required by Rule 424(b) under the Securities Act. A.G.P. is not required to sell any specific number or dollar amount of securitiesbut will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutuallyagreed terms between A.G.P. and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to A.G.P. for sales of common stock sold pursuant to the sales agreement will be equal to 3.0% of the grossproceeds of any shares of common stock sold under the sales agreement, in addition to reimbursement of certain expenses, see “Planof Distribution.” In connection with the sale of the common stock on our behalf, A.G.P. will be deemed to be an “underwriter” withinthe meaning of the Securities Act and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. Wehave also agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under theSecurities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. As of September 15, 2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computedby reference to the price at which the common equity was last sold on September 15, 2025, was $5.3 million, based on 574,580 sharesof outstanding common stock as of such date, of which 574,550 were held by non-affiliates. Pursuant to General Instruction I.B.6 ofForm S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our publicfloat in any 12-month period so long as our public float remains below $75.0 million. During the 12 calendar months prior to andincluding the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectussupplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. A.G.P. The date of this prospectus supplement is September 19, 2025 TABLE OF CONTENTS PageAbout This Prospectus SupplementS-1Prospectus Supplement SummaryS-2The OfferingS-4Risk FactorsS-5Cautionary Note Regarding Forward Looking StatementsS-8Use Of ProceedsS-10Dividend PolicyS-10Plan Of DistributionS-11Legal MattersS-13ExpertsS-13Incorporation By ReferenceS-13Where You Can Find More InformationS-14ProspectusAbout This Prospectus1Prospectus Summary2Risk Factors5Forward-Looking Statements5Use Of Proceeds5Description Of Common Stock6Description Of Preferred Stock9Description Of Debt Securities10Description Of The Warrants18Description Of The Purchase Contracts20Description Of Units20Plan Of Distribution21Legal Matters24Experts24Where You Can Find More Information24Incorporation By