SecProbe.io

CORRESP
 1
 filename1.htm

 A.G.P. / Alliance Global Partners

 590 Madison Ave., 28 th Floor

 New York, NY 10022

 May 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: CNS Pharmaceuticals, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-286529

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), A.G.P / Alliance Global Partners as sole Placement
Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 9:30 a.m. Eastern Time on Tuesday, May 13, 2025 or as soon thereafter as practicable.

 Very truly yours,

 A.G.P / Alliance Global Partners

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 CNS Pharmaceuticals, Inc.

 2100 West Loop South, Suite 900

 Houston, TX 77027

 May 12, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 CNS Pharmaceuticals, Inc.

 Registration Statement on Form S-1, as amended (the "Registration Statement")

 File No. 333-286529

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of
1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the "Company"), hereby respectfully requests that the effective
date for the Registration Statement referred to above be accelerated so that it will be declared effective at 9:30 A.M. (Eastern Time)
on May 13, 2025, or as soon thereafter as possible on such date.

 We request that we be notified
of such effectiveness by a telephone call to Cavas Pavri at (202) 724-6847 of ArentFox Schiff LLP, and we request that such effectiveness
also be confirmed in writing.

 Very truly yours,

 CNS Pharmaceuticals, Inc.

 By:
 /s/ Christopher Downs

 Name:
 Christopher Downs

 Title:
 Chief Financial Officer

 cc: Cavas Pavri, ArentFox Schiff LLP

CORRESP
 1
 filename1.htm

 A.G.P. / Alliance Global Partners

 590 Madison Ave., 28th Floor

 New York, NY 10022

 April 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 CNS Pharmaceuticals, Inc.
 Registration Statement on Form S-1
 File No. 333-286529 (the "Registration Statement")

 Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on April 14, 2025, in which A.G.P/Alliance Global Partners as Placement Agent, joined the Company's
request for acceleration of the effective date of the above-referenced Registration Statement for 5:00 p.m. Eastern Time on April 16,
2025, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company is
no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

 Very truly yours,

 A.G.P / Alliance Global Partners

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 CNS Pharmaceuticals, Inc.

 2100 West Loop South, Suite 900

 Houston, TX 77027

 April 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Attention: Alan Campbell

 Re:
 CNS Pharmaceuticals, Inc.

 Registration Statement on Form S-1

 Registration No. 333-286529

 Ladies and Gentlemen:

 Reference is made to our letter, filed as
correspondence with the U.S. Securities and Exchange Commission via EDGAR on April 14, 2025, in which we requested the acceleration of
the effective date of the above-captioned Registration Statement on April 16, 2025, at 5:00 P.M. (Eastern Time). We are no longer requesting
that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration
of the effective date of the above-captioned Registration Statement, as amended.

 Very truly yours,

 CNS Pharmaceuticals, Inc.

 By:
 /s/ Christopher Downs

 Name:
 Christopher Downs

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 CNS Pharmaceuticals, Inc.

 2100 West Loop South, Suite 900

 Houston, TX 77027

 April 14, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 CNS Pharmaceuticals, Inc.

 Registration Statement on Form S-1 (the "Registration Statement")

 File No. 333-286529

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of
1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the "Company"), hereby respectfully requests that the effective
date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 P.M. (Eastern Time)
on April 16, 2025, or as soon thereafter as possible on such date.

 We request that we be notified
of such effectiveness by a telephone call to Cavas Pavri at (202) 724-6847 of ArentFox Schiff LLP, and we request that such effectiveness
also be confirmed in writing.

 Very truly yours,

 CNS Pharmaceuticals, Inc.

 By:
 /s/ Christopher Downs

 Name:
 Christopher Downs

 Title:
 Chief Financial Officer

 cc: Cavas Pavri, ArentFox Schiff LLP

CORRESP
 1
 filename1.htm

 A.G.P. / Alliance Global Partners

 590 Madison Ave., 28 th Floor

 New York, NY 10022

 April 14, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 CNS Pharmaceuticals, Inc.

 Registration Statement on Form S-1

 File No. 333-286529

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), A.G.P / Alliance Global Partners as sole Placement
Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 5:00 p.m. Eastern Time on Wednesday, April 16, 2025 or as soon thereafter as practicable.

 Very truly yours,

 A.G.P / Alliance Global Partners

 By: /s/
Thomas J. Higgins                       

 Name: Thomas
J. Higgins

 Title: Managing
Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

John Climaco
Chief Executive Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027

 Re: CNS Pharmaceuticals, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 7, 2025
 CIK No. 0001729427
Dear John Climaco:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Cavas S. Pavri
</TEXT>
</DOCUMENT>

CORRESP
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

May 15, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Attention: Lauren Hamill

  Re:
  CNS Pharmaceuticals, Inc.

  Registration Statement on Form S-3

  Registration No. 333-279285

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00
P.M. (Eastern Time) on May 17, 2024, or as soon thereafter as possible on such date.

  Very truly yours,

CNS Pharmaceuticals, Inc.

  By:
  /s/ Christopher Downs

  Name: Christopher Downs

  Title: Chief Financial Officer

United States securities and exchange commission logo
May 15, 2024
Christopher Downs
Chief Financial Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027
Re:CNS Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed May 9, 2024
File No. 333-279285
Dear Christopher Downs:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cavas Pavri

CORRESP
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A.G.P./Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

January 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc.

    Registration Statement on Form S-1, as amended

    File No: 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as lead Placement Agent,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 5:00pm Eastern Time on January 29, 2024 or as soon thereafter as practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

January 25, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement
on Form S-1 (the “Registration Statement”)

    File No. 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of
1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully requests that the effective
date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 P.M. (Eastern Time)
on January 29, 2024, or as soon thereafter as possible on such date.

We request that we be notified
of such effectiveness by a telephone call to Cavas Pavri at (202) 724-6847 of ArentFox Schiff LLP, and we request that such effectiveness
also be confirmed in writing.

    Very truly yours,

    CNS Pharmaceuticals, Inc.

    By:
  /s/ Christopher Downs

    Name:
  Christopher Downs

    Title:
  Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
1
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A.G.P./Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

January 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”)

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on January 24, 2024, in which A.G.P / Alliance Global Partners as lead Placement Agent, joined the Company’s
request for acceleration of the effective date of the above-referenced Registration Statement for 5:00 pm Eastern Time on January 25,
2024, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company is no
longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for
acceleration of the effective date.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

January 25, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement
on Form S-1 (the “Registration Statement”)

    File No. 333-275973

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on January 24, 2024 regarding the acceleration of the
effectiveness of the above-referenced Registration Statement to 5:00 P.M. (Eastern Time) on January 25, 2024. We hereby formally withdraw
our prior request for acceleration of the effective date of such Registration Statement.

    Very truly yours,

    CNS Pharmaceuticals, Inc.

    By:
  /s/ Christopher Downs

    Name:
  Christopher Downs

    Title:
  Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
1
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A.G.P. / Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

January 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc.

    Registration Statement on Form S-1, as amended

    File No: 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as lead Placement Agent,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 5:00pm Eastern Time on January 25, 2024 or as soon thereafter as practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas Higgins

    Name:
     Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

January 24, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  CNS Pharmaceuticals, Inc.

  Registration Statement on Form S-1 (the “Registration Statement”)

File No.
333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00
P.M. (Eastern Time) on January 25, 2024, or as soon thereafter as possible on such date.

We request that we be notified
of such effectiveness by a telephone call to Cavas Pavri at (202) 724-6847 of ArentFox Schiff LLP, and we request that such effectiveness
also be confirmed in writing.

  Very truly yours,

CNS Pharmaceuticals, Inc.

  By: /s/ Christopher Downs

  Name: Christopher Downs

  Title: Chief Financial Officer

  cc:
  Cavas Pavri, ArentFox Schiff LLP

CORRESP
1
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A.G.P./Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

January 18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”)

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on January 16, 2024, in which A.G.P / Alliance Global Partners as lead Placement Agent, joined the Company’s
request for acceleration of the effective date of the above-referenced Registration Statement for 5:00 pm Eastern Time on January 18,
2024, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company is no
longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for
acceleration of the effective date.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
     Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

January 18, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

  Re:    
  CNS Pharmaceuticals, Inc.

Registration Statement
on Form S-1 (the “Registration Statement”)

File No. 333-275973

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on January 16, 2024 regarding the acceleration of the
effectiveness of the above-referenced Registration Statement to 5:00 P.M. (Eastern Time) on January 18, 2024. We hereby formally withdraw
our prior request for acceleration of the effective date of such Registration Statement.

Very truly yours,

CNS Pharmaceuticals, Inc.

By: /s/ Christopher Downs                       

Name: Christopher Downs

Title: Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
1
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A.G.P. / Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

January 16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc.

    Registration Statement on Form S-1, as amended

    Filed January 10, 2024

    File No: 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as lead Placement Agent,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 5:00pm Eastern Time on January 18, 2024 or as soon thereafter as practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
     Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

January 16, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

  Re:    
  CNS Pharmaceuticals, Inc.

Registration Statement
on Form S-1 (the “Registration Statement”)

File No. 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00
P.M. (Eastern Time) on January 18, 2024, or as soon thereafter as possible on such date.

We request that we be notified
of such effectiveness by a telephone call to Cavas Pavri at (202) 724-6847 of ArentFox Schiff LLP, and we request that such effectiveness
also be confirmed in writing.

Very truly yours,

CNS Pharmaceuticals, Inc.

By: /s/ Christopher Downs                      

Name: Christopher Downs

Title: Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
1
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A.G.P./Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

December 26,
2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”)

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on December 21, 2023, in which A.G.P / Alliance Global Partners as lead Placement Agent, joined the
Company’s request for acceleration of the effective date of the above-referenced Registration Statement for 5:00 pm Eastern Time
on December 26, 2023, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended.
The Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw
our request for acceleration of the effective date.

  Very truly yours,

  A.G.P / Alliance Global Partners

  By: /s/ Thomas J. Higgins

  Name:  Thomas J. Higgins

  Title: Managing Director

CORRESP
1
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

December 26, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement
on Form S-1 (the “Registration Statement”)

    File No. 333-275973

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on December 21, 2023 regarding the acceleration of
the effectiveness of the above-referenced Registration Statement to 5:00 P.M. (Eastern Time) on December 26, 2023. We hereby formally
withdraw our prior request for acceleration of the effective date of such Registration Statement.

  Very truly yours,

  CNS Pharmaceuticals, Inc.

  By: /s/ Christopher Downs

  Name: Christopher Downs

  Title: Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
1
filename1.htm

CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

December 21, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement
on Form S-1 (the “Registration Statement”)

    File No. 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00
P.M. (Eastern Time) on December 26, 2023, or as soon thereafter as possible on such date.

We request that we be notified
of such effectiveness by a telephone call to Cavas Pavri at (202) 724-6847 of ArentFox Schiff LLP, and we request that such effectiveness
also be confirmed in writing.

  Very truly yours,

  CNS Pharmaceuticals, Inc.

  By: /s/ Christopher Downs

  Name: Christopher Downs

  Title: Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
1
filename1.htm

A.G.P. / Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

December 21,
2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc.

    Registration Statement on Form S-1

    Filed December 8, 2023

    File No: 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as
lead Placement Agent, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 5:00pm Eastern Time on December 26, 2023 or as soon thereafter as
practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
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A.G.P./Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

December 21,
2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”)

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on December 20, 2023, in which A.G.P / Alliance Global Partners as lead Placement Agent, joined the
Company’s request for acceleration of the effective date of the above-referenced Registration Statement for 5:00 pm Eastern Time
on December 21, 2023, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended.
The Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw
our request for acceleration of the effective date.

                  Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

December 21, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement
on Form S-1 (the “Registration Statement”)

    File No. 333-275973

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on December 20, 2023 regarding the acceleration of
the effectiveness of the above-referenced Registration Statement to 5:00 P.M. (Eastern Time) on December 21, 2023. We hereby formally
withdraw our prior request for acceleration of the effective date of such Registration Statement.

  Very truly yours,

  CNS Pharmaceuticals, Inc.

  By: /s/ Christopher Downs

  Name: Christopher Downs

  Title: Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
1
filename1.htm

CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

December 20, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement
on Form S-1 (the “Registration Statement”)

    File No. 333-275973

Reference is made to our letter, filed as correspondence
with the U.S. Securities and Exchange Commission via EDGAR on December 14, 2023 regarding the acceleration of the effectiveness of the
above-referenced Registration Statement to 5:00 P.M. (Eastern Time) on December 20, 2023. We hereby formally withdraw our prior request
for acceleration of the effective date of such Registration Statement.

  Very truly yours,

  CNS Pharmaceuticals, Inc.

  By: /s/ Christopher Downs

  Name: Christopher Downs

  Title: Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

December 20, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement
on Form S-1 (the “Registration Statement”)

    File No. 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00
P.M. (Eastern Time) on December 21, 2023, or as soon thereafter as possible on such date.

We request that we be notified
of such effectiveness by a telephone call to Cavas Pavri at (202) 724-6847 of ArentFox Schiff LLP, and we request that such effectiveness
also be confirmed in writing.

  Very truly yours,

  CNS Pharmaceuticals, Inc.

  By: /s/ Christopher Downs

  Name: Christopher Downs

  Title: Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
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A.G.P./Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

December 20,
2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-275973) (the “Registration Statement”)

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on December 15, 2023, in which A.G.P / Alliance Global Partners as lead Placement Agent, joined the
Company’s request for acceleration of the effective date of the above-referenced Registration Statement for 5:00 pm Eastern Time
on December 18, 2023, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended.
The Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw
our request for acceleration of the effective date.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
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A.G.P. / Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

December 20,
2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc.

    Registration Statement on Form S-1

    Filed December 8, 2023

    File No: 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as lead Placement Agent,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 5:00pm Eastern Time on December 21, 2023 or as soon thereafter as practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

December 14, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  CNS Pharmaceuticals, Inc.

  Registration Statement on Form S-1 (the “Registration Statement”)

  File No. 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00
P.M. (Eastern Time) on December 18, 2023, or as soon thereafter as possible on such date.

We request that we be notified
of such effectiveness by a telephone call to Cavas Pavri at (202) 724-6847 of ArentFox Schiff LLP, and we request that such effectiveness
also be confirmed in writing.

  Very truly yours,

CNS Pharmaceuticals, Inc.

  By: /s/ Christopher Downs

  Name: Christopher Downs

  Title: Chief Financial Officer

cc:	Cavas Pavri, ArentFox Schiff LLP

CORRESP
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A.G.P. / Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

December 14,
2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CNS Pharmaceuticals Inc.

    Registration Statement on Form S-1

    Filed December 8, 2023

    File No: 333-275973

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as lead Placement Agent,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 5:00pm Eastern Time on December 18, 2023 or as soon thereafter as practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

United States securities and exchange commission logo
December 13, 2023
John Climaco
Chief Executive Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027
Re:CNS Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed December 8, 2023
File No. 333-275973
Dear John Climaco:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cavas S. Pavri, Esq.

CORRESP
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

November 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Attention: Tyler Howes

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement on Form S-3

    Registration No. 333-275671

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00
P.M. (Eastern Time) on November 30, 2023, or as soon thereafter as possible on such date.

  Very truly yours,

  CNS Pharmaceuticals, Inc.

  By: /s/ Christopher Downs

  Name: Christopher Downs

  Title: Chief Financial Officer

United States securities and exchange commission logo
November 28, 2023
John Climaco
Chief Executive Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027
Re:CNS Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed November 20, 2023
File No. 333-275671
Dear John Climaco:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cavas S. Pavri, Esq.

CORRESP
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November 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:
    CNS Pharmaceuticals, Inc.

    Registration Statement on Form S-1 (Registration No. 333-267975) - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co.,
LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration
statement on Form S-1 (333-267975) (the “Registration Statement”), hereby concurs in the request by CNS Pharmaceuticals, Inc.
that the effective date of the above-referenced registration statement be accelerated to 1:00 P.M. (Eastern Time), or as soon as
practicable thereafter, on November 29, 2022, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware
of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Edward D. Silvera

       Name: Edward D. Silvera

       Title: Chief Operating Officer

430 Park Avenue | New York, NY 10022 | 212.356.0500
| www.hcwco.com

Member: FINRA/SIPC

CORRESP
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

November 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Attention: Doris Stacey Gama

  Re:
  CNS Pharmaceuticals, Inc.

Registration Statement on Form S-1

Registration No. 333-267975

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 1:00 P.M. (Eastern Time) on November 29, 2022, or as soon thereafter as possible on such date.

Very truly yours,

CNS Pharmaceuticals, Inc.

    By:
     /s/Christopher Downs

      Name: Christopher Downs

                                                                     Title: Chief Financial Officer

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.

      1

 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

      2

United States securities and exchange commission logo
November 4, 2022
Christopher Downs
Chief Financial Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027
Re:CNS Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed October 21, 2022
File No. 333-267975
Dear Christopher Downs:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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

 FirstName LastNameChristopher Downs
 Comapany NameCNS Pharmaceuticals, Inc.
 November 4, 2022 Page 2
 FirstName LastName
Christopher Downs
CNS Pharmaceuticals, Inc.
November 4, 2022
Page 2

additional guidance, refer to Securities Act Rules Compliance and Disclosure
Interpretations Question 227.02.
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.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at 202-551-7614 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cavas Pavri, Esq.

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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

January 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:
    CNS Pharmaceuticals, Inc.

    Registration Statement on Form S-3

    File No. 333-262262

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30
P.M. (Eastern Time) on January 31, 2022, or as soon thereafter as possible on such date.

    Very truly yours,

    CNS Pharmaceuticals, Inc.

    By:    /s/ Christopher Downs

    Name: Christopher Downs

    Title: Chief Financial Officer

United States securities and exchange commission logo
January 26, 2022
John Climaco
Chief Executive Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027
Re:CNS Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed January 20, 2022
File No. 333-262262
Dear Mr. Climaco:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cavas S. Pavri, Esq.

CORRESP
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

February 1,
2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement
on Form S-3

    File No. 333-252471

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be
declared effective at 4:30 P.M. (Eastern Time) on February 3, 2021, or as soon thereafter as possible on such date.

    Very truly yours,

    CNS Pharmaceuticals, Inc.

    By: /s/ Christopher Downs

    Name: Christopher Downs

    Title: Chief Financial
Officer

United States securities and exchange commission logo
February 1, 2021
John Climaco
Chief Executive Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, Texas 77027
Re:CNS Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed January 27, 2021
File No. 333-252471
Dear Mr. Climaco:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cavas S. Pavri, Esq.

CORRESP
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A.G.P./Alliance Global Partners

590 Madison Avenue

New York, New York 10022

December 21, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

 RE: CNS Pharmaceuticals, Inc. (the “Company”)

    File No. 333- 251530

    Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), A.G.P./Alliance Global Partners, as representative of the underwriters, hereby joins the request of the Company that
the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m.
Eastern Time on December 22, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate
in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

Very truly yours,

A.G.P./Alliance Global Partners

By: Thomas Higgins

/s/ Thomas Higgins

Name: Thomas Higgins

Title: Managing Director

CORRESP
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CNS Pharmaceuticals, Inc.

2100 West Loop South, Suite 900

Houston, TX 77027

December 21,
2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement
on Form S-1

    File No. 333-251530

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be
declared effective at 5:00 P.M. (Eastern Time) on December 22, 2020, or as soon thereafter as possible on such date.

    Very truly yours,

    CNS Pharmaceuticals, Inc.

    By:
    /s/ Christopher Downs

    Name: Christopher Downs
Title: Chief Financial Officer

United States securities and exchange commission logo
December 7, 2020
Chris Downs
Chief Financial Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027
Re:CNS Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Submitted November 30, 2020
CIK No. 0001729427
Dear Mr. Downs:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cavas S. Pavri

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CNS PHARMACEUTICALS, INC.

2100 WEST LOOP SOUTH

SUITE 900

HOUSTON TX 77027

October 2, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: CNS Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Registration No. 333-249068

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be
declared effective at 4:30 P.M. (Eastern Time) on October 6, 2020, or as soon thereafter as possible on such date.

    Very truly yours,

    CNS Pharmaceuticals, Inc.

    By: /s/ Christopher Downs

    Name: Christopher Downs

    Title: Chief Financial
Officer

United States securities and exchange commission logo
October 2, 2020
Chris Downs
Chief Financial Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027
Re:CNS Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed September 25, 2020
File No. 333-249068
Dear Mr. Downs:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cavas S. Pavri

CORRESP
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The Benchmark Company, LLC

150 E 58th Street, 17th Floor

New York, New York 10155

November 5, 2019

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Christine Westbrook

  Erin Jaskot

    Re:
    CNS Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    (File No. 333-232443)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the underwriters (the “Representative”),
hereby join in the request of CNS Pharmaceuticals, Inc. (the “Registrant”) that the effective date of the above-captioned
Registration Statement be accelerated to 4:30 p.m., Eastern Time, on Thursday, November 7, 2019, or as soon thereafter as practicable.
The undersigned, as Representative, confirms that they are aware of their obligations under the Securities Act.

In connection with
the Registration Statement, pursuant to Rule 460 under the Securities Act, we wish to advise you that 300 copies of the Registrant’s
Preliminary Prospectus, dated October 7, 2019, were distributed to investors, prospective underwriters and dealers and others.

The undersigned, as
Representative, hereby advises you that they have complied and will continue to comply, and that they have been informed by the
participating underwriters and dealers that they have complied and will continue to comply, with the provisions of Rule 15c2-8
promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

        Very Truly Yours,

    By:  The Benchmark Company, LLC

    By:
    /s/ Michael S. Jacobs

    Name:
    Michael S. Jacobs

    Title:
    Head of Equity Capital Markets

CORRESP
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November 5,
2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: CNS Pharmaceuticals, Inc.

 Registration Statement on Form S-1

 Registration No. 333-232443

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be
declared effective at 4:30 P.M. (Eastern Time) on November 7, 2019, or as soon thereafter as possible on such date.

    Very truly yours,

    CNS Pharmaceuticals, Inc.

    By:    /s/ John Climaco

    Name: John Climaco

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

    100
                                         N. 18th Street
        Suite 300

        Philadelphia,
        PA 19103

        t
        202.778.6400

        f
        202.778.6460

        www.schiffhardin.com

        Cavas S. Pavri

        202.724.6847

        cpavri@schiffhardin.com

July 16, 2019

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christine Westbrook

 Re: CNS Pharmaceuticals, Inc.

Registration Statement on Form
S-1

Filed June 28, 2019

File No. 333-232443

Dear Ms. Westbrook:

This letter is being
submitted on behalf of CNS Pharmaceuticals, Inc. (“CNS Pharmaceuticals” or the “Company”)
in response to the comment letter, dated July 10, 2019, 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 June 28, 2019 (the “Original Registration Statement”). The Company’s Amendment
No. 1 to the Registration Statement (the “Registration Statement”) has been submitted to the Commission.

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

Registration Statement on Form S-1 filed June 28, 2019

Capitalization, page 25

1.        Please address
the following:

•        Explain
how you arrived at 15,506,615 shares issued and outstanding, pro forma – IPO as it does not appear evident from the information
in the third bullet of the headnote to the table.

•        Regarding
your disclosure that the number of shares of common stock to be outstanding after the offering does not include 1,464,500 shares
of common stock underlying outstanding options, please reconcile that number of shares to disclosure in Note 5 to the financial
statements on F-25 that indicates only 675,000 options are outstanding.

Response: The 15,506,615 share amount
in the Original Registration Statement was incorrect, and has been corrected to state 15,806,615 shares in the Amended Registration
Statement. With respect to the difference between the disclosure in the forepart of the prospectus and the financial statements
regarding option issuances, the Company issued additional options during June 2019. A new subsequent event footnote has been included
in the Amended Registration Statement to reflect such new option issuances.

Securities and Exchange Commission

July 16, 2019

Page 2

Business

Intellectual Property, page 41

2. We note your disclosure that the last of three U.S.
patents are scheduled to expire in 2020. Please clarify the expiration date for each of these patents. Please also expand your
disclosure to discuss whether you expect the expiration of these patents to have a material effect on your business, including
any impact on future operations and the financial position of the company. Please add similar disclosure in the Summary and Risk
Factors to discuss any potential material effect, to the extent applicable.

Response: The Company has added the
following disclosure in the “Prospectus Summary” section of the Amended Registration Statement:

“The U.S. patents for Berbucin that
we have licensed from HPI have varying expiration dates and, when these patents expire, we may be subject to increased competition.
We have three U.S. patents related to Berbucin which expire in March 2020, August 2020 and November 2020. We intend to apply for
orphan drug status with the FDA for the use of Berubicin for the treatment of malignant gliomas, and if we are successful, of which
there is no assurance, we may obtain market exclusivity of up to 7 years from the date of approval of a NDA in the United States.
During that period FDA generally could not approve another product with the same active pharmaceutical ingredient for the same
indication. At the same time, we plan to file additional patent applications that potentially might allow for further increase
of the exclusive market protection for use of Berubicin. However, we can provide no assurance that we will receive orphan drug
status or that we will be able to file or receive additional patent protection. The failure to receive such orphan drug status
or to obtain additional patent protection will reduce the barrier to entry for competition for Berbucin, which may adversely affect
our operations.”

The Company has added the following new
risk factor in the “Risk Factor” section of the Amended Registration Statement:

“Our licensed U.S. patents expire in 2020 and the
expiration of our patents may subject us to increased competition.

The U.S. patents for Berbucin that we have
licensed from HPI have varying expiration dates and, when these patents expire, we may be subject to increased competition. We
have three U.S. patents related to Berbucin which expire in March 2020, August 2020 and November 2020. We intend to apply for orphan
drug status with the FDA for the use of Berubicin for the treatment of malignant gliomas, and if we are successful, of which there
is no assurance, we may obtain market exclusivity of up to 7 years from the date of approval of a NDA in the United States. During
that period FDA generally could not approve another product with the same active pharmaceutical ingredient for the same indication.
At the same time, we plan to file additional patent applications that potentially might allow for further increase of the exclusive
market protection for use of Berubicin. However, we can provide no assurance that we will receive orphan drug status or that we
will be able to file or receive additional patent protection. The failure to receive such orphan drug status or to obtain additional
patent protection will reduce the barrier to entry for competition for Berbucin, which may adversely affect our operations.”

The Company has revised the disclosure in
the “Business – Intellectual Property” section of the Amended Registration Statement:

“Under the HPI License we obtained
the exclusive right to develop certain patented chemical compounds for use in the treatment of cancer anywhere in the world. Our
rights pursuant to the HPI License are contingent on us raising at least $7,000,000 within 12 months from the effective date of
the HPI License, a date which can be extended by an additional 12 months by the payment of a nominal fee. We have licensed the
right to certain intellectual property covering products comprised of anthracycline antibiotic compound, methods for manufacture
and use for the treatment of cancer. The licensed intellectual property includes at least three material patents in the United
States and their foreign counterparts throughout the world. The U.S. patents have varying expiration dates and, when these patents
expire, we may be subject to increased competition. We have three U.S. patents which expire in March 2020, August 2020 and November
2020. We intend to apply for orphan drug status with the FDA for the use of Berubicin for the treatment of malignant gliomas, and
if we are successful, of which there is no assurance, we may obtain market exclusivity of up to 7 years from the date of approval
of a NDA in the United States. During that period FDA generally could not approve another product with the same active pharmaceutical
ingredient for the same indication. At the same time, we plan to file additional patent applications that potentially might allow
for further increase of the exclusive market protection for use of Berubicin. However, we can provide no assurance that we will
receive orphan drug status or that we will be able to file or receive additional patent protection. The failure to receive such
orphan drug status or to obtain additional patent protection will reduce the barrier to entry for competition for Berbucin, which
may adversely affect our operations.”

Securities and Exchange Commission

July 16, 2019

Page 3

Narrative Disclosure to Summary Compensation Table, page
52

3. Please file the amendments to your employment agreement
with Mr. Climaco , the employment agreements with Drs. Silberman and Picker, and the consulting agreement with Mr. Lourie as exhibits
to the registration statement.

Response: The Company has filed the
employment agreements with Drs. Silberman and Picker as exhibits to the Amended Registration Statement. The Company respectfully
advises the Staff that the new compensation arrangements for Messrs. Climaco and Lourie were made by the Board and did not involve
an amendment to the current employment agreement and consulting agreement previously filed as exhibits.

* * *

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

    Sincerely,

    SCHIFF HARDIN LLP

    /s/ Cavas Pavri

    Cavas Pavri

 Enclosures

 cc: John Climaco, Chief Executive Officer

Matt Lourie, Chief Financial Officer

July 10, 2019
John Climaco
Chief Executive Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027
Re:CNS Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed June 28, 2019
File No. 333-232443
Dear Mr. Climaco:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed June 28, 2019
Capitalization, page 25
1.Please address the following:
•Explain how you arrived at 15,506,615 shares issued and outstanding, pro forma - IPO
as it does not appear evident from the information in the third bullet of the headnote to
the table.
•Regarding your disclosure that the number of shares of common stock to be
outstanding after the offering does not include 1,464,500 shares of common stock
underlying outstanding options, please reconcile that number of shares to disclosure in
Note 5 to the financial statements on F-25 that indicates only 675,000 options are
outstanding.

 FirstName LastNameJohn Climaco
 Comapany NameCNS Pharmaceuticals, Inc.
 July 10, 2019 Page 2
 FirstName LastName
John Climaco
CNS Pharmaceuticals, Inc.
July 10, 2019
Page 2
Business
Intellectual Property, page 41
2.We note your disclosure that the last of three U.S. patents are scheduled to expire in
2020.  Please clarify the expiration date for each of these patents. Please also expand your
disclosure to discuss whether you expect the expiration of these patents to have a material
effect on your business, including any impact on future operations and the financial
position of the company.  Please add similar disclosure in the Summary and Risk Factors
to discuss any potential material effect, to the extent applicable.
Narrative Disclosure to Summary Compensation Table, page 52
3.Please file the amendments to your employment agreement with Mr. Climaco , the
employment agreements with Drs. Silberman and Picker, and the consulting agreement
with Mr. Lourie as exhibits to the registration statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lisa Vanjoske at 202-551-3614 or Jim Rosenberg at 202-551-3679 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christine Westbrook at 202-551-5019 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Cavas S. Pavri, Esq.

CORRESP
1
filename1.htm

    Cavas S. Pavri

                           202.724.6847

                           cpavri@schiffhardin.com

    100 N. 18th
        Street

        Suite 300

        Philadelphia,
        PA 19103

        t
        202.778.6400

        f
        202.778.6460

        www.schiffhardin.com

June 28, 2019

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christine Westbrook

 Re: CNS Pharmaceuticals, Inc.

Draft Registration Statement
on Form S-1

Submitted March 28, 2019

File No. 377-02562

Dear Ms. Westbrook:

This letter is being
submitted on behalf of CNS Pharmaceuticals, Inc. (“CNS Pharmaceuticals” or the “Company”)
in response to the comment letter, dated April 24, 2019, 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 Draft Registration
Statement on Form S-1 submitted March 28, 2019 (the “Draft Registration Statement”). The Company’s Amendment
No. 1 to the Draft Registration Statement (the “Amended Draft Registration Statement”) has been submitted to
the Commission.

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

Securities and Exchange Commission

June 28, 2019

Page 2

Draft Registration Statement on Form S-1 submitted on
March 28, 2019

Table of Contents, page i

1. Your statements that you have not independently verified
third party data, internal surveys, industry forecasts and market research may imply an inappropriate disclaimer of responsibility
with respect to the third party information. You also state that forecasts are particularly likely to be inaccurate. Please either
delete these statements or specifically state that you are liable for such information.

Response: The Company has revised
the disclosure in the Amended Draft Registration Statement to delete the statements referenced in the Staff’s comment.

Prospectus Summary

Overview , page 3

2. We note your statement that Berubicin is shown to cross
the blood brain barrier and potently target brain cancer cells, and if approved by the FDA would offer the only anthracycline effective
against brain cancer. In addition, we note your statements that you believe Berubicin has unique characteristics that may make
it a safe and effective treatment for glioblastoma and based on your review of previous clinical studies, you believe Berubicin
has a greater potential for efficacy and safety in glioblastoma than currently available therapies. We further note your disclosure
on page 32 that Berubicin is more potent as an inhibitor of cell growth and inducer of apotosis than doxorubicin, which is an FDA-approved
drug. Determinations of safety and efficacy are within the sole authority of the FDA. Given the early stage of your clinical trials,
it is premature for you to suggest that Berubicin is or will be determined to be safe and effective. Please revise your disclosure
accordingly.

Response: The Company has revised
the disclosure in the Amended Draft Registration Statement to remove all statements regarding safety and efficacy of Berubicin.

3. We note your reference to “meaningful results”
from a Phase 2 clinical trial in adults. Please revise this disclosure to remove any suggestion that you will or expect to receive
positive data in your planned clinical trials. Please similarly revise your disclosure on page 37 that you will follow a "successful
path already demonstrated by Reata."

Response: The Company has revised
the disclosure in the Amended Draft Registration Statement to remove the statements referenced in the Staff’s comment.

4. We note your disclosure here and elsewhere that you
are currently operating under an extension period for the HPI License. Please clearly disclose the expiration date of the extension
period, including what will happen if you have not raised at least $7.0 million by such date. Please also clearly state that your
ability to meet the HPI License requirements is dependent on the success of this offering, to the extent accurate.

Response: The Company has revised
the disclosure in the Amended Draft Registration Statement to clearly disclose the expiration date of the extension period and
to state that the Company will meet such requirement upon the closing of the offering.

Securities and Exchange Commission

June 28, 2019

Page 3

5. We note your disclosure that you have obtained 100g
of Berubicin, but it is nine years old and there is no guarantee the FDA will grant you permission to use it. Please add risk factor
disclosure explaining the material impact to the company if you are not able to use the Berubicin.

Response: The Company has revised
the disclosure in the Amended Draft Registration Statement to set forth the response from the FDA related to the use by the Company
of the 100g of Berubicin. Specifically, the Amended Draft Registration Statement states (emphasis added):

“On March 6, 2019, we submitted a
Pre-IND Meeting Request for Berubicin for Injection for the Treatment of Glioblastoma Multiforme to the US Food and Drug Administration
Division of Oncology Products 2 (DOP2), Center for Drug Evaluation and Research. In this letter we outline the past development
history of Berubicin and our rationale for the continued investigation of the compound and certain questions, the answers to which
will provide us with FDA guidance for our development plans. Among the questions we posed to the FDA are those related to obtaining
permission to utilize the approximately 100g supply of Berubicin we acquired from Reata in our planned Phase 2 clinical trial.
We have performed preliminary purity testing and analysis on this material and have verified that it is 99.9% pure. On May
1, 2019, the FDA responded to our request with a letter indicating that our proposal to use a lyophilized drug product in the proposed
Phase II clinical trial appears to be reasonable. The FDA also recommended that the existing supply of Berubicin be reprocessed
by batch recrystallization, a step we intend to take prior to submission of our IND filing.”

Based on the response from the FDA, the
Company respectfully submits that no new risk factor is required.

Implications of Being an Emerging Growth Company, page
4

6. Please supplementally provide us with copies of all
written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

Response: The Company confirms that
neither the Company, nor anyone authorized by the Company, has engaged in any “testing the waters” activities as contemplated
in Section 5(d) of the Securities Act.

Risk Factors

If we do not complete the maximum offering..., page 9

7. Please revise this risk factor to indicate that this
is a firm commitment offering, as disclosed in the Plan of Distribution section. Please similarly revise the disclosure on the
registration statement cover page that you are offering "up to" a specified amount of shares.

Response: The Company has revised
the disclosure in the Amended Draft Registration Statement to delete the referenced risk factor, which is no longer applicable
to the offering. In addition, the Company has revised the disclosure in the Amended Draft Registration Statement to remove the
“up to” phrase.

Securities and Exchange Commission

June 28, 2019

Page 4

Use of Proceeds, page 22

8. We note your disclosure that you intend to use the
proceeds of the offering to fund your Phase 2 “trials” for Berubicin and that you expect to require an additional $7.0
million to complete the Phase 2 “trial” for Berubicin. Please revise your disclosure to state how far the proceeds
of the offering will allow you to proceed with the development of Berubicin. Please also disclose the sources of other funds needed
to reach regulatory approval and commercialization. Refer to Instruction 3 to Item 504 of Regulation S-K.

Response: The Company has revised
the disclosure in the “Use of Proceeds” section of the Amended Draft Registration Statement as follows:

“If we complete this offering, we
estimate that we will require additional financing of approximately $7.0 million to complete the Phase 2 trial plus such additional
working capital to fund our operations during the pendency of the trial. The timing and costs of clinical trials are difficult
to predict and as such the foregoing estimates may prove to be inaccurate. We have no commitments for such additional needed financing,
and will likely be required to raise such financing through the sale of additional equity securities, which may occur at prices
lower than the offering price of our common stock in this offering.”

Capitalization, page 23

9. This disclosure indicates it is presented in thousands
which does not appear to be the case. Also, the amount of cash should not be included in total capitalization. Please revise as
necessary.

Response: The Company has revised
the disclosure in the Amended Draft Registration Statement to remove the reference to “thousands” and to exclude the
amount of cash from the total capitalization.

Business

Market for Cancer Drugs and Berubicin, page 31

10. We note your disclosure that you believe preclinical
and clinical data demonstrates that Berubicin can cross the blood-brain barrier. Please revise this discussion to place your conclusion
in appropriate context by clearly stating that your observations to date are based on limited data. Please also remove the statement
that this characteristic means it is potentially effective, as the efficacy of the treatment is dependent on multiple factors and
is a determination which can be made solely by the FDA.

Response: The Company has revised
the referenced disclosure in the Amended Draft Registration Statement as follows:

“We believe that based on limited
pre-clinical and clinical data, Berubicin appears to show that it can cross the BBB. However, there is no assurance that Berubicin
will be able to demonstrate such traits in more fulsome clinical trials.”

Securities and Exchange Commission

June 28, 2019

Page 5

The Berubicin Clinical Therapeutic Opportunity, page 31

11. Please provide context in each instance that you discuss
the one durable complete response observed in the 2009 clinical trials, including the number of patients in the study.

Response: The Company has revised
the referenced disclosure in the Amended Draft Registration Statement as follows:

“In the clinical trial completed in
February 2009, Berubicin demonstrated one durable complete response (considered clinically to be a cure) lasting over 11 years
in a glioblastoma patient. In the trial, 25 of the 35 patients enrolled were evaluable for response.”

Berubicin Clinical Trial, page 34

12. Please explain what it means that one patient in Group
A received an "unconfirmed" partial response. Please also tell us the number of patients enrolled in Group C, and if
all patients either discontinued prior to evaluation or were evaluated as having progressive disease. Please also tell us how you
determined that a 44% control response rate was observed, including what is meant by a control response rate, as disclosed on page
33.

Response: The Company has revised
the referenced disclosure in the Amended Draft Registration Statement related to the “unconfirmed” partial response
as follows:

“One additional patient (7.5 mg/m2/day)
achieved an unconfirmed partial response as best recorded response. An “unconfirmed” partial response means that the
patient did not have a second imaging study that again demonstrated the response.”

The Company has revised the referenced disclosure
in the Amended Draft Registration Statement related to Group C as follows:

“In Group C, 19 patients were enrolled
and seven patients were evaluable for response and all seven had progressive disease. Twelve patients were discontinued from the
study prior to the end of cycle 2 due to clinical deterioration and/or disease progression.”

The Company has revised the referenced disclosure
in the Amended Draft Registration Statement related to 44% control response rate as follows:

“A 44% disease control response rate
was observed. The disease control rate was based on patients with stable disease plus responses. In the trial, out of 25 patients,
one patient achieved a complete response and 10 patients achieved a stable response. The 44% disease control response rate is based
on these 11 patients (out of 25 patients).”

Intellectual Property, page 38

13. Please revise your disclosure to discuss all of your
material patents, including the scope, relevant jurisdictions and expiry dates. Refer to Item 101(c)(1)(iv) of Regulation S-K.

Response: The Company has revised
the referenced disclosure in the Amended Draft Registration Statement as follows:

“Under the HPI License we obtained
the exclusive right to develop certain patented chemical compounds for use in the treatment of cancer anywhere in the world. Our
rights pursuant to the HPI License are contingent on us raising at least $7,000,000 within 12 months from the effective date of
the HPI License, a date which can be extended by an additional 12 months by the payment of a nominal fee. We have licensed the
right to certain intellectual property covering products comprised of anthracycline antibiotic compound, methods for manufacture
and use for the treatment of cancer. The licensed intellectual property includes at least three material patents in the United
States and their foreign counterparts throughout the world. The last of the three United States patents will expire on or about
November 26, 2020.”

Securities and Exchange Commission

June 28, 2019

Page 6

License Agreements, page 43

14. Your license agreement with Houston Pharmaceuticals,
Inc. (HPI) and your asset purchase agreement with Reata Pharmaceuticals, Inc. appear to be material contracts. Please expand your
disclosure here or in another appropriate section to include all of the material terms of these agreements, including financial
terms, term and termination provisions.

Response: The Company has added the
following disclosure in the referenced section in the Amended Draft Registration Statement:

“On November 21, 2017, we entered
into a Collaboration and Asset Purchase Agreement with Reata. Pursuant to the Reata Agreement we purchased all of Reata’s
intellectual property and development data regarding Berubicin, including all trade secrets, knowhow, confidential information
and other intellectual property rights. In exchange for these rights, we agreed to pay Reata an amount equal to 2.25% of the net
sales of Berubicin for a period of 10 years from our first commercial sale of Berubicin plus $10,000. Reata also agreed to use
commercially reasonable efforts, at the Company’s expense, to provide development assistance related to the product and/or
product intellectual property.

On December 28, 2017, we obtained the rights
to a worldwide, exclusive royalty-bearing, license to the chemical compound commonly known as Berubicin from HPI in an agreement
we refer to as the HPI License. Under the HPI License we obtained the exclusive right to develop certain patented chemical compounds
for use in the treatment of cancer anywhere in the world. Our rights pursuant to the HPI License are contingent on us raising at
least $7.0 million within 12 months from the effective date of the HPI License, a date which can be extended by an additional 12
months by the payment of a nominal fee (the Company is currently operating with an extension period of the HPI License until June
30, 2019 and intends to further extend such period until December 28, 2019 prior to the commencement of this offering). We will
me

April 24, 2019
John Climaco
Chief Executive Officer
CNS Pharmaceuticals, Inc.
2100 West Loop South, Suite 900
Houston, TX 77027
Re:CNS Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Submitted March 28, 2019
File No. 377-02562
Dear Mr. Climaco:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted on March 28, 2019
Table of Contents, page i
1.Your statements that you have not independently verified third party data, internal
surveys, industry forecasts and market research may imply an  inappropriate disclaimer of
responsibility with respect to the third party information. You also state that forecasts are
particularly likely to be inaccurate. Please either delete these statements or specifically
state that you are liable for such information.

 FirstName LastNameJohn Climaco
 Comapany NameCNS Pharmaceuticals, Inc.
 April 24, 2019 Page 2
 FirstName LastNameJohn Climaco
CNS Pharmaceuticals, Inc.
April 24, 2019
Page 2
Prospectus Summary
Overview , page 3
2.We note your statement that Berubicin is shown to cross the blood brain barrier and
potently target brain cancer cells, and if approved by the FDA would offer the only
anthracycline effective against brain cancer.  In addition, we note your statements that you
believe Berubicin has unique characteristics that may make it a safe and effective
treatment for glioblastoma and based on your review of previous clinical studies, you
believe Berubicin has a greater potential for efficacy and safety in glioblastoma than
currently available therapies.  We further note your disclosure on page 32 that Berubicin
is more potent as an inhibitor of cell growth and inducer of apotosis than doxorubicin,
which is an FDA-approved drug.  Determinations of safety and efficacy are within the
sole authority of the FDA.  Given the early stage of your clinical trials, it is premature for
you to suggest that Berubicin is or will be determined to be safe and effective.  Please
revise your disclosure accordingly.
3.We note your reference to “meaningful results” from a Phase 2 clinical trial in adults.
Please revise this disclosure to remove any suggestion that you will or expect to receive
positive data in your planned clinical trials.  Please similarly revise your disclosure on
page 37 that you will follow a "successful path already demonstrated by Realta."
4.We note your disclosure here and elsewhere that you are currently operating under an
extension period for the HPI License.  Please clearly disclose the expiration date of the
extension period, including what will happen if you have not raised at least $7.0 million
by such date.  Please also clearly state that your ability to meet the HPI License
requirements is dependent on the success of this offering, to the extent accurate.
5.We note your disclosure that you have obtained 100g of Berubicin, but it is nine years old
and there is no guarantee the FDA will grant you permission to use it.  Please add risk
factor disclosure explaining the material impact to the company if you are not able to use
the Berubicin.
Implications of Being an Emerging Growth Company, page 4
6.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameJohn Climaco
 Comapany NameCNS Pharmaceuticals, Inc.
 April 24, 2019 Page 3
 FirstName LastNameJohn Climaco
CNS Pharmaceuticals, Inc.
April 24, 2019
Page 3
Risk Factors
If we do not complete the maximum offering..., page 9
7.Please revise this risk factor to indicate that this is a firm commitment offering, as
disclosed in the Plan of Distribution section.  Please similarly revise the disclosure on the
registration statement cover page that you are offering "up to" a specified amount of
shares.
Use of Proceeds, page 22
8.We note your disclosure that you intend to use the proceeds of the offering to fund your
Phase 2 “trials” for Berubicin and that you expect to require an additional $7.0 million to
complete the Phase 2 “trial” for Berubicin. Please revise your disclosure to state how far
the proceeds of the offering will allow you to proceed with the development of Berubicin.
Please also disclose the sources of other funds needed to reach regulatory approval and
commercialization. Refer to Instruction 3 to Item 504 of Regulation S-K.

Capitalization, page 23
9.This disclosure indicates it is presented in thousands which does not appear to be the
case.  Also, the amount of cash should not be included in total capitalization.  Please
revise as necessary.
Business
Market for Cancer Drugs and Berubicin, page 31
10.We note your disclosure that you believe preclinical and clinical data demonstrates that
Berubicin can cross the blood-brain barrier. Please revise this discussion to place your
conclusion in appropriate context by clearly stating that your observations to date are
based on limited data.  Please also remove the statement that this characteristic means it is
potentially effective, as the efficacy of the treatment is dependent on multiple factors and
is a determination which can be made solely by the FDA.
The Berubicin Clinical Therapeutic Opportunity, page 31
11.Please provide context in each instance that you discuss the one durable complete
response observed in the 2009 clinical trials, including the number of patients in the study.
Berubicin Clinical Trial, page 34
12.Please explain what it means that one patient in Group A received an "unconfirmed"
partial response.  Please also tell us the number of patients enrolled in Group C, and if all
patients either discontinued prior to evaluation or were evaluated as having progressive
disease.  Please also tell us how you determined that a 44% control response rate was
observed, including what is meant by a control response rate, as disclosed on page 33.

 FirstName LastNameJohn Climaco
 Comapany NameCNS Pharmaceuticals, Inc.
 April 24, 2019 Page 4
 FirstName LastName
John Climaco
CNS Pharmaceuticals, Inc.
April 24, 2019
Page 4
Intellectual Property, page 38
13.Please revise your disclosure to discuss all of your material patents, including the scope,
relevant jurisdictions and expiry dates. Refer to Item 101(c)(1)(iv) of Regulation S-K.
License Agreements, page 43
14.Your license agreement with Houston Pharmaceuticals, Inc. (HPI) and your asset purchase
agreement with Reata Pharmaceuticals, Inc. appear to be material contracts. Please expand
your disclosure here or in another appropriate section to include all of the material terms
of these agreements, including financial terms, term and termination provisions.
General
15.Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this material.
            You may contact Lisa Vanjoske at 202-551-3614 or Jim Rosenberg at 202-551-3679 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christine Westbrook at 202-551-5019 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Cavas S. Pavri, Esq.