Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 28, 2021, CNS Pharmaceuticals, Inc. ("Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). As of May 14, 2021, the record date for the Annual Meeting, there were 25,359,059 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 13,407,094, or 52.87%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of Company common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Annual Meeting.

Proposal 1. Election of Directors - The Company's stockholders elected John Climaco, Jerzy (George) Gumulka, Jeffry R. Keyes, Andrzej Andraczke and Carl Evans to serve until the 2021 Annual Meeting of Stockholders, or until their successors are duly elected and qualified.

Director Name Votes For Votes Withheld Broker Non-Votes John Climaco

           13,347,646          59,448           -
Jerzy (George) Gumulka 13,348,054          59,040           -
Jeffry R. Keyes        13,348,147          58,947           -
Andrzej Andraczke      13,355,272          51,822           -
Carl Evans             13,245,136         161,958           -

Proposal 2. Ratify MaloneBailey, LLP as Independent Registered Public Accountant - The Company's stockholders ratified the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, by the following vote:





 Votes For   Votes Against  Abstain  Broker Non-Votes
13,355,139      24,276      27,679                  0

Proposal 3. Nasdaq Rule 5635(d) Approval - For purposes of complying with Nasdaq Listing Rule 5635(d), the Company's stockholders approved the issuance of more than 20% of the Company's issued and outstanding common stock pursuant to the Company's purchase agreement with Lincoln Park Capital Fund, LLC. The voting on this proposal is set forth below:





 Votes For   Votes Against  Abstain  Broker Non-Votes
13,319,768      74,808      12,518                  0


 Item 8.01 Other Events.

As previously reported, on February 12, 2021, the Company entered into a Capital on Demand™ Sales Agreement (the "Agreement") with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the "Agents"). Pursuant to the terms of the Agreement, the Company may offer and sell, from time to time, Company common stock through Agents with an aggregate sales price of up to $20.0 million. The sales of shares are made through an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. From June 4, 2021 to June 29, 2021, pursuant to the Agreement, the Company sold 2,020,426 shares at an average price of approximately $2.32 for gross and net proceeds of approximately $4.7 million and $4.5 million, respectively. After the completion of the foregoing issuances, the Company will have 27,379,485 shares of common stock outstanding.

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