SecProbe.io

CORRESP
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    November 15, 2022

    ArentFox Schiff LLP

    901 K Street NW

    Suite 700

    Washington, DC 20006

    ____________________

    202.857.6000 MAIN

    202.857.6395 FAX

    ____________________

    afslaw.com

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Doris Stacey Gama

    Re:
    CNS Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Filed October 21, 2022

    File No. 333-267975

Ladies and Gentlemen:

This letter is being submitted
on behalf of CNS Pharmaceuticals, Inc. (the “Company”) in response to the comment letter, dated November 4, 2022, of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form S-1 filed on October 21, 2022 (the “Registration Statement”).
The Company’s amended Registration Statement (the “Amended Registration Statement”) has been submitted filed
with the Commission.

For your convenience, we have
repeated the comment prior to the response in italics.

Registration Statement on Form S-1 Filed October 21, 2022

General

 1. Please revise your cover page to disclose the volume of securities you will be offering in a best-efforts
basis as required by Item 501(b)(2) of Regulation S-K. Given that this is a best-efforts, no minimum offering in which your placement
agent is not required to arrange for the purchase and sale of any specific number or dollar amount of shares and that you may not sell
the entire amount of common stock and warrants being offered, please delete references to the total amount of proceeds you may receive
from the offering in the subheading of the prospectus. Also, please include a statement that you may not sell all of the shares of common
stock in this offering. Finally, revise the legal opinion to reference the total number of shares being offered rather than the dollar
amount. For additional guidance, refer to Securities Act Rules Compliance and Disclosure Interpretations Question 227.02.

Response: The Company
will file a pre-effective amendment to disclose the volume of securities it will offer, and will include a revised legal opinion with
such pre-effective amendment that will reference the total number of securities being offered rather than the dollar amount.

The Company has revised the
disclosure on the cover page of the Amended Registration Statement to: (i) delete references to the total amount of proceeds that may
be received from the offering in the subheading of the prospectus; and (ii) include a statement that the Company may not sell all of the
securities in this offering.

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 2. We note your cover page disclosure and disclosure throughout the prospectus that your offering of
common shares and warrants will be at an "assumed" public offering price. Please tell us whether you plan to amend prior to
effectiveness to include the final offering price as opposed to an "assumed" offering price. In this regard, we note that the
volume of securities must be established, and your cover page indicates that you will issue up to $8.5 million of securities. Please also
revise to disclose that the offering price will be fixed for the duration of this offering.

Response: The Company
supplementally advises the Staff that it does not plan to include the final offering price as opposed to an “assumed” offering
price prior to effectiveness of the registration statement.

The Company has revised the
Amended Registration Statement to address the Staff’s comment to include disclosure that the offering price will be fixed for the
duration of the offering.

 3. We note that your placement agent, H.C. Wainwright & Co., LLC, will sell the securities on a
"best efforts" basis.

•       Please
revise to state on the cover page, and elsewhere as appropriate, the date the offering will end. Also, please tell us how the following
disclosure is consistent with a best-efforts offering: "The delivery of the securities offered hereby is expected to be made on
or about                     , 2022, subject to satisfaction of certain customary closing conditions."

•       In
addition, with reference to Item 601 of Regulation S-K, please update your exhibit index to include your Placement Agent Agreement.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment to state the date the offering will end.

The Company has filed the form
of Placement Agency Agreement as an exhibit to the Amended Registration Statement.

* * *

Should you have any questions
regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

Sincerely,

ARENTFOX SCHIFF LLP

/s/ Cavas Pavri

By: Cavas Pavri

 Enclosures

cc: Chris Downs, CFO

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