CNS Pharmaceuticals Inc美股招股说明书(2026-05-26版)

Up to 9,793,479 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling shareholders (the “Selling Shareholders”) identified inthis prospectus under the caption “Selling Shareholders,” of up to 9,793,479 shares of our common stock. The 9,793,479 shares ofcommon stock offered for resale hereby consist of (i) 650,000 shares of our common stock purchased by the Selling Shareholders, and(ii) 9,143,479 shares of common stock issuable upon exercise of pre-funded common stock purchase warrants (the “Pre-FundedWarrants”) purchased by the Selling Shareholders. Subject to certain ownership limitations, the Pre-Funded Warrants are exercisableimmediately for one share of common stock at an exercise price of $0.001 per share and have no expiration date, remainingexercisable until exercised in full. See “Prospectus Summary – May Private Placement” for additional information regarding theprivate placement transaction pursuant to which the shares of common stock and Pre-Funded Warrants were acquired. We are registering the resale of the shares of common stock and the shares of common stock issuable upon exercise of thePre-Funded Warrants on behalf of the Selling Shareholders, to be offered and sold by the Selling Shareholders from time to time. We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale by theSelling Shareholders of such shares. We are paying the cost of registering the shares of common stock covered by this prospectus aswell as various related expenses. Each Selling Shareholder is responsible for all selling commissions, transfer taxes and other costsrelated to the offer and sale of its shares. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CNSP.” On May 22, 2026, theclosing price of the common stock, as reported on Nasdaq, was $5.42 per share. There is no established public trading market for thePre-Funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Pre-FundedWarrants on any national securities exchange. You should read this prospectus, together with additional information described under the headings“Incorporation ofCertain Information by Reference”and“Where You Can Find More Information,”carefully before you invest in any of oursecurities. Investing in our securities involves a high degree of risk. See the section entitled”Risk Factors”beginning on page5ofthis prospectus for a discussion of risks that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is May 26, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING SHAREHOLDERSPLAN OF DISTRIBUTIONEXPERTSLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”)pursuant to which the Selling Shareholders named herein may, from time to time, offer and sell or otherwise dispose of the shares ofour common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed byus includes additional information not contained in this prospectus. This prospectus and the documents incorporated by reference into this prospectus include important information about us, thesecurities being offered and other information you should know before investing in our securities. You should not assume that theinformation contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus orthat any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated byreference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It isimportant for you to read and consider all information contained in this prospectus, including the documents incorporated by referencetherein, in making your investment decision. You should also read and consider the information in the documents to which we havereferred you under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in thisprospectus. You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in thisprospectus. We have not, and the Selling Shareholders have not, authorized anyone to give any information or to make anyrepresentat