Material Event Form 8 K

Item 8.01. Other Events.

As previously reported, on August 17, 2023, CNS Pharmaceuticals, Inc. (the "Company") was notified by the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that it was not in compliance with the minimum $2,500,000 stockholders' equity requirement for continued listing set forth in Listing Rule 5550(b). On February 14, 2024, the Company was notified that because it had not regained compliance with the Nasdaq stockholders' equity requirement, the Company's securities would be delisted unless it timely requested a hearing. On February 21, 2024, the Company requested a hearing, which had the effect of staying any suspension or delisting action pending the conclusion of the hearings process. On May 6, 2024, the Company received notification from the Nasdaq Hearings Panel ("Panel") that it had granted an extension until July 15, 2024, to demonstrate compliance with Listing Rule 5550(b). On July 12, 2024, the Company requested an extension of this time period until August 12, 2024. On July 19, 2024, the Panel granted the requested extension until August 12, 2024, which date represented the full extent of the Panel's discretion to grant continued listing while the Company is non-compliant with Listing Rule 5550(b).

As previously reported, on July 26, 2024, the Comapny entered into a Sales Agreement (the "Agreement") with A.G.P./Alliance Global Partners ("A.G.P."). Pursuant to the terms of the Agreement, the Company originally was permitted to sell from time to time through A.G.P., as sales agent or principal, shares of the Company's common stock with initial aggregate sales price of up to $5.2 million (the "Shares"). On July 30, 2024, the Company disclosed that it increased the aggregate sales price of Shares that may be sold under the Agreement to $25.0 million (not including the original $5.2 million). As of August 5, 2024, the Company has sold 23,091,315 Shares pursuant to the Agreement for gross proceeds of approximately $9.9 million. As of August 5, 2024, the Company has 25,959,589 shares of common stock outstanding. As of August 6, 2024, the Company's cash on deposit was $9.6 million. The Company estimates that that this cash balance will allow the Company to operate through the first quarter of 2025.

Under the equity standard for continued listing, Nasdaq Listing Rule 5550(b)(1) requires stockholders' equity of at least $2.5 million. Due to the sale of the Shares described above, as of the date of this filing, the Company's shareholders' equity was in excess of $5.0 million, above the $2.5 million continued listing equity requirement as set forth in Listing Rule 5550(b)(1).