What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-03-03 compared with 2021-02-12 · 606 added, 611 removed, 189 unchanged (87% of the section changed)

5 unchanged sentences

Statements of Operations for the years ended December 31, 2021 and 2020

Statements of Stockholders’

Equity for the years ended December 31, 2020 and 2019

Statements of Stockholders’ Equity for the years ended December 31, 2021 and 2020

Statements of Cash Flows for the years ended December 31, 2021 and 2020

Notes to Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying

balance sheets of CNS Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2020 and 2019, and the related statements

of operations, stockholders’

equity, and cash flows for the years then ended, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2020 and 2019, and the results of their operations and their cash flows

for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance

sheets of CNS Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2021 and 2020, and the related statements of operations,

stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

Going Concern Matter

1 unchanged sentence

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements,

the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going

As discussed in Note 2 to the financial statements, the

Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are

the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are

required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company's internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's

auditor since 2019.

We have served as the Company's auditor

Houston, Texas

February 12, 2021

March 2, 2022

CNS Pharmaceuticals, Inc.

Balance Sheets

December 31, 2021

December 31, 2020

Current Assets:

3 unchanged sentences

Noncurrent Assets:

Prepaid expenses, net of current portion

Property and equipment, net

4 unchanged sentences

Accounts payable

Accounts payable and accrued expenses - related party

Accrued expenses

4 unchanged sentences

Stockholders' Equity:

Preferred stock, $0.001 par value, 5,000,000 shares authorized and 0

shares issued and outstanding

Common stock, $0.001 par value, 75,000,000 shares authorized and

23,856,151 and 16,450,234 shares issued and outstanding, respectively

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized and 0 shares issued and outstanding

Common stock, $ 0.001 par value, 75,000,000 shares authorized and 27,927,217 and 23,856,151 shares issued and outstanding, respectively

Additional paid-in capital

7 unchanged sentences

Statements of Operations

Year Ended December 31, 2020

Year Ended December 31, 2019

December 31, 2021

December 31, 2020

Operating expenses:

3 unchanged sentences

Loss from operations

( 14,027,293 )

( 9,454,607 )

Other expenses:

Interest expense

Amortization of debt discount

Total other expenses

3 unchanged sentences

Weighted average shares outstanding - basic and diluted

See accompanying notes to the financial statements.

See accompanying notes to

the financial statements.

Pharmaceuticals, Inc.

of Stockholders' Equity

Statements of

Stockholders' Equity

For the years ended December 31, 2021 and 2020

2 unchanged sentences

$ ( 11,488,472 )

Common stock issued for cash

Common stock issued for services

Common stock and warrants issued for cash, net

Common stock issued for deferred offering costs

Stock-based compensation

Common stock issued for extinguishment of convertible notes payable

and accrued interest

Conversion of SAFE agreements

( 9,457,871 )

Balance December 31, 2020

1 unchanged sentence

Common stock and warrants issued for cash, net

Common stock issued for deferred offering costs

Exercise of warrants

Stock-based compensation

( 14,036,578 )

Balance December 31, 2021

4 unchanged sentences

Statements of Cash Flows

December 31, 2020

December 31, 2019

Year Ended December 31, 2021

Year Ended December 31, 2020

Cash Flows from Operating Activities:

3 unchanged sentences

Stock-based compensation

Common stock issued for services

Amortization of debt discount

Deferred financing cost

Loss on disposal of fixed assets

1 unchanged sentence

Prepaid expenses

( 1,520,281 )

Accounts payable

2 unchanged sentences

Net cash used in operating activities

( 13,538,309 )

( 7,318,018 )

Cash Flows from Investing Activities:

4 unchanged sentences

Payments on notes payable

Proceeds from exercise of warrants

Proceeds from sale of common stock and warrants

1 unchanged sentence

Net change in cash and cash equivalents

( 9,034,976 )

Cash and cash equivalents, at beginning of period

6 unchanged sentences

Prepaid expenses financed with note payable

Deferred offering costs of fset against additional paid in capital

Conversion of SAFE agreements

Common stock and warrants issued for extinguishment of convertible notes payable and accrued interest

See accompanying notes to the financial statements.

Deferred offering costs offset against additional paid in capital

Cashless exercise of warrants

See accompanying notes to

the financial statements.

CNS Pharmaceuticals, Inc.

Notes to the Financial Statements

Note 1 –

Nature of Business

Note 1 – Nature of Business

CNS Pharmaceuticals, Inc.

(“we”, “our”,

the “Company”) is a clinical pharmaceutical company organized as a Nevada corporation on July 27, 2017 to focus

on the development of anti-cancer drug candidates.

Note 2 –

Summary of Significant Accounting Policies

The accompanying financial statements and related notes have

been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).

The Company’s fiscal year end is December 31.

(“we”, “our”, the

“Company”) is a clinical pharmaceutical company organized as a Nevada corporation on July 27, 2017 to focus on the development

of anti-cancer drug candidates.

Note 2 – Summary of Significant Accounting Policies

The accompanying financial statements and related notes have been prepared

in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and in accordance

with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).

The Company’s fiscal

year end is December 31.

Use of Estimates in Financial Statement Presentation - The

preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of

the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ

from those estimates.

Liquidity and Going Concern - These financial statements

have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities

in the normal course of business.

The continuation of the Company as a going concern is dependent upon the ability of the Company

to obtain equity financings to continue operations.

The Company has a history of and expects to continue to report negative cash

flows from operations and a net loss.

Management believes that the cash on hand is sufficient to fund its planned operations into

but not beyond the near term.

These factors raise substantial doubt regarding the Company’s ability to continue as a going

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Liquidity and Going Concern - These financial statements have been prepared on a going concern basis, which

assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business.

The continuation

of the Company as a going concern is dependent upon the ability of the Company to obtain equity or debt financings to continue operations.

The Company has a history of and expects to continue to report negative cash flows from operations and a net loss.

Management believes

that the cash on hand at period end combined with the funds raised subsequent to year end is sufficient to fund its planned operations

into but not beyond the near term.

These factors raise substantial doubt regarding the Company’s ability to continue as a going

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts

and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

may seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding,

commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements

and delay planned cash outlays or a combination thereof.

Management cannot be certain that such events or a combination thereof

can be achieved.

Cash and Cash Equivalents - The Company considers

all highly liquid accounts with original maturities of three months or less at the date of acquisition to be cash

Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured

limit of $250,000.

The amount in excess of the FDIC insurance at December 31, 2020 was $13,789,493.

The Company has not

experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the

credit risk with regard to these deposits is not significant.

Property and Equipment - Property and equipment

is recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows:

The Company may

seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding, commercialization,

marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays

or a combination thereof.

Management cannot be certain that such events or a combination thereof can be

Cash and Cash Equivalents - The Company considers all highly

liquid accounts with original maturities of three months or less at the date of acquisition to be cash equivalents.

Periodically,

the Company may carry cash balances at financial institutions in excess of the federally insured limit of $ 250,000 .

The amount in excess

of the FDIC insurance at December 31, 2021 was $ 4,754,517 .

The Company has not experienced losses on these accounts and management believes,

based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

and Equipment - Property and equipment is recorded at cost and depreciated over their estimated useful lives using

the straight-line depreciation method as follows:

Schedule of estimated useful lives

Leasehold improvement

4 unchanged sentences

Repairs and maintenance costs are expensed as incurred.

Impairment of Long-lived Assets - The Company evaluates

its long-lived tangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of

such assets may not be recoverable.

Recoverability of a long-lived asset is measured by comparison of the carrying amount to the

expected future undiscounted cash flows that the asset is expected to generate.

Any impairment to be recognized is measured by

the amount by which the carrying amount of the asset exceeds its fair value.

Fair Value of Financial Instruments - The carrying

value of short-term instruments, including cash and cash equivalents, accounts payable and accrued expenses, and short-term notes

approximate fair value due to the relatively short period to maturity for these instruments.

Impairment of Long-lived Asset - The Company evaluates

its long-lived tangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets

may not be recoverable.

Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted

cash flows that the asset is expected to generate.

Any impairment to be recognized is measured by the amount by which the carrying amount

of the asset exceeds its fair value.

Fair Value of Financial Instruments - The carrying value

of short-term instruments, including cash and cash equivalents, accounts payable and accrued expenses, and short-term notes approximate

fair value due to the relatively short period to maturity for these instruments.

Fair value is defined as the exchange price that would be received

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value

maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company utilizes a three-level valuation

hierarchy for disclosures of fair value measurements, defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices

(unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted

prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either

directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable

and significant to the fair value.

The Company does not have any assets or liabilities that are

required to be measured and recorded at fair value on a recurring basis.

Related Parties - The Company

follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party

transactions.

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in

an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value maximize the

use of observable inputs and minimize the use of unobservable inputs.

The Company utilizes a three-level valuation hierarchy for disclosures

of fair value measurements, defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted)

for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices

for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly,

for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and

significant to the fair value.

The Company does not have any assets or liabilities that are required

to be measured and recorded at fair value on a recurring basis.

Related Parties - The Company follows

ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Income Taxes - The Company uses the asset and liability

1 unchanged sentence

Under this method, deferred tax assets and liabilities are determined based on the differences

between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates

and laws that will be in effect when the differences are expected to reverse.

The Company must then assess the likelihood that

the resulting deferred tax assets will be realized.

A valuation allowance is provided when it is more likely than not that some

portion or all of a deferred tax asset will not be realized.

The Company accounts for uncertain tax positions in accordance

with the provisions of Accounting Standards Codification (ASC) 740-10 which prescribes a recognition threshold and measurement

attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return.

The Company evaluates

and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon

examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates.

Stock-based Compensation –

Employee and non-employee

share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over

the requisite service period.

Loss Per Common Share - Basic loss per common share is

computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during

Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the

period, adjusted for the dilutive effect of common stock equivalents.

In periods when losses are reported, the weighted-average

number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

As of December

31, 2020, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per

share, included warrants to purchase 6,861,630 common shares, and options for 2,200,736 common shares.

As of December 31, 2019,

the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per share,

included warrants to purchase 3,986,630 common shares, and options for 1,764,500 common shares.

between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and

laws that will be in effect when the differences are expected to reverse.

The Company must then assess the likelihood that the resulting

deferred tax assets will be realized.

A valuation allowance is provided when it is more likely than not that some portion or all of a

deferred tax asset will not be realized.

The Company accounts for uncertain tax positions in accordance with

the provisions of Accounting Standards Codification (ASC) 740-10 which prescribes a recognition threshold and measurement attribute for

financial statement disclosure of tax positions taken, or expected to be taken, on its tax return.

The Company evaluates and records any

uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate

settlement with the tax authorities in the tax jurisdictions in which it operates.

Stock-based Compensation - Employee and non-employee share-based

compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service

Loss Per Common Share - Basic loss per common share is computed

by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period.

loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the

dilutive effect of common stock equivalents.

In periods when losses are reported, the weighted-average number of common shares outstanding

excludes common stock equivalents, because their inclusion would be anti-dilutive.

As of December 31, 2021, the Company’s potentially

dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 4,214,977

common shares, and options for 2,864,736 common shares.

As of December 31, 2020, the Company’s potentially dilutive shares and options,

which were not included in the calculation of net loss per share, included warrants to purchase 6,861,630 common shares, and options for

2,200,736 common shares.

Research and Development Costs - Research and development

costs are expensed as incurred.

Reclassification - Certain reclassifications may have

been made to our prior year’s financial statements to conform to our current year presentation.

These reclassifications had

no effect on our previously reported results of operations or accumulated deficit.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU No.

2019-12 - Income

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”).

ASU 2019-12 is part of the

FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance

and removing certain exceptions.

The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim

periods within those fiscal years.

Early adoption is permitted.

The Company is currently assessing the impact of adopting

this new accounting standard on its financial statements and related disclosures.

In October 2020, the FASB issued ASU 2020-10, Codification

Improvements , which updates various codification topics by clarifying or improving disclosure requirements to align with the

SEC’s regulations.

The Company will adopt ASU 2020-10 as of the reporting period beginning January 1, 2021.

of this update is not expected to have a material effect on the Company’s financial statements.

The Company does not believe that any other recently issued

effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying

financial statements.

Note 3 –

During the year ended December 31, 2020, the Company entered

into a short-term note payable for an aggregate of $482,375, bearing interest at 4.25% per year to finance certain insurance policies.

Principal and interest payments related to the note will be repaid over a 11-month period with the final payment due on September

As of December 31, 2020, the Company’s note payable balance was $439,294.

Note 4 –

The Company has authorized shares of common stock to 75,000,000

having a par value of $0.001 per share.

In addition, the Company authorized 5,000,000 shares of preferred stock to be issued having

a par value of $0.001.

The Company does not believe that any other recently issued effective

pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial

Note 3 – Note Payable

On November 8, 2021, the Company entered into a short-term note payable

for an aggregate of $ 425,990 , bearing interest at 3.3 % per year to finance certain insurance policies.

Principal and interest payments

related to the note will be repaid over a 11-month period with the final payment due on September 30, 2022 .

As of December 31, 2021, the

Company’s note payable balance was $ 387,794 .

During the year ended December 31, 2020, the Company entered into a

short-term note payable for an aggregate of $ 482,375 , bearing interest at 4.25 % per year to finance certain insurance policies.

and interest payments related to the note will be repaid over a 11-month period with the final payment due on September 30, 2021 .

December 31, 2020, the Company’s note payable balance was $ 439,294 .

During the year ended December 31, 2021, the Company repaid

the full balance of the note.

Note 4 – Equity

The Company has authorized 75,000,000 shares of common stock having

a par value of $ 0.001 per share.

In addition, the Company authorized 5,000,000 shares of preferred stock to be issued having a par value

The specific rights of the preferred stock shall be determined by the board of directors.

On April 11, 2019, the Company’s board of directors approved

a Bridge Offering private placement up to a maximum of 817,500 shares of common stock at $2.00 per share.

As of December 31, 2019,

817,500 shares have been sold for proceeds net of fundraising expenses of $1,507,170.

On April 11, 2019, the Company entered into a consulting agreement

with a consultant to provide services and advice related to social media, investor relations, marketing and public markets.

initial term of the agreement is twelve months.

As consideration for entering into this agreement the Company issued a total of

In January 2021, the Company entered into a twelve-month

agreement with an investor relations firm that includes the issuance of 25,000 restricted

shares of common stock.

The shares vest over an eight-month period in equal monthly installments provided that the consultant

is providing services on each vesting date.

If the agreement is terminated prior to full vesting the Company shall have the right

to repurchase unvested shares from the consultant for $0.001 per share.

During the year ended December 31, 2019, $150,000 of expense

has been recognized related to this agreement.

On November 13, 2019, the Company closed its IPO of 2,125,000

shares of its common stock at a price to the public of $4.00 per share.

The net proceeds from the offering were $7,601,827 after

deducting $898,173 of underwriting fees and other offering expenses.

On November 20, 2019, the Company closed the issuance of an

additional 318,750 shares of its common stock pursuant to the exercise in full of the underwriters’

over-allotment option

in connection with its IPO.

The additional shares were sold at the IPO price of $4.00 per share less underwriting discounts and

commissions of $89,250 for total net proceeds of $1,185,750.

During the year ended December 31, 2018, the Company entered

into SAFE agreements (Simple Agreement for Future Equity) with investors through a Regulation Crowdfunding campaign in exchange

for cash investments totaling $628,558.

Upon an initial public offering of the Company’s common shares or a change of control,

the amount invested under the SAFE agreements automatically converted into the Company’s common shares.

The number of shares

the SAFE agreement investors received was based on a 16% discount to the pricing in the triggering equity financing.

The SAFE agreements

had no interest rate or maturity date and the SAFE investors had no voting right prior to conversion.

The SAFE agreements were

recorded as a liability of $763,249 as of December 31, 2018.

On November 13, 2019, upon the closing of the IPO, the amount invested

under the SAFE agreements automatically converted into 191,151 common shares, and the $269,399 of funds held in escrow were released

to the Company.

On September 15, 2020, Company entered into a purchase agreement

(the “Purchase Agreement”), and a registration rights agreement (the “Registration Rights Agreement”),

with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to

$15.0 million worth of the Company’s common stock, $0.001 par value per share(the “Common Stock”).

Under the terms and subject to the conditions of the Purchase

Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase

up to $15.0 million worth of shares of the Company’s Common Stock.

Such sales of Common Stock by the Company, if any, will

be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over the 36-month period

commencing on the date on which all of conditions precedent are satisfied, the “Commencement Date”), including that

a registration statement covering the resale of shares of Common Stock that have been and may be issued under the Purchase Agreement

has been declared effective by the SEC, a final prospectus in connection therewith is filed and the other conditions set forth

in the purchase agreement are satisfied.

Upon signing the agreement, 6,250 shares

vested immediately, and the remaining 18,750 shares

will vest quarterly over the remainder of the agreement.

The Company may terminate the agreement at any time during the twelve-month

period with a fifteen-day notice.

During the year ended December 31, 2021, the Company issued 25,000 common

shares and recognized $ 50,500

of stock-based compensation related to the agreement and will issue the remaining shares over the service period.

During the year ended December 31, 2021, the

Company issued 75,000 shares

of common stock and recognized $ 140,250 of

expense for investor relations services for a four month period ending September 2021.

On February 12, 2021, the Company entered into a Capital on

Demand™ Sales Agreement (the “Agreement”) with JonesTrading Institutional Services LLC and Brookline Capital

Markets, a division of Arcadia Securities, LLC (collectively, the “Agent”).

Pursuant to the terms of the Agreement, the

Company may sell from time to time, through the Agent, shares of the Company’s common stock with an aggregate sales price of

up to $20.0 million.

During the year ended December 31, 2021, the Company sold 2,063,059 shares

of common stock to the Agent for net proceeds of $ 4,653,821 .

On September 15, 2020, Company entered into a purchase agreement (the

“Purchase Agreement”), and a registration rights agreement (the “Registration Rights Agreement”), with Lincoln

Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $15.0 million worth

of the Company’s common stock (the “Common Stock”).

Under the terms and subject to the conditions of the Purchase Agreement,

the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $15.0 million

worth of shares of the Company’s Common Stock.

Such sales of Common Stock by the Company, if any, will be subject to certain limitations,

and may occur from time to time, at the Company’s sole discretion, over the 36-month period commencing on the date on which all

of conditions precedent are satisfied, the “Commencement Date”), including that a registration statement covering the resale

of shares of Common Stock that have been and may be issued under the Purchase Agreement has been declared effective by the SEC, a final

prospectus in connection therewith is filed and the other conditions set forth in the purchase agreement are satisfied.

Thereafter, under the Purchase Agreement, on any business day

selected by the Company that the closing sale price of the Common Stock equals or exceeds the threshold price set forth in the

Purchase Agreement, the Company may direct LPC to purchase up to 30,000 shares of Company Common Stock on such business day (each,

a “Regular Purchase”), provided, however, that (i) the Regular Purchase may be increased to up to 50,000 shares, provided

Purchase Agreement, the Company may direct LPC to purchase up to 30,000 shares of Company Common Stock on such business day (each, a

“Regular Purchase”), provided, however, that (i) the Regular Purchase may be increased to up to 50,000 shares, provided

that the closing sale price of the Common Stock is not below $2.00 on the purchase date;

1 unchanged sentence

to up to 75,000 shares, provided that the closing sale price of the Common Stock is not below $2.50 on the purchase date;

the Regular Purchase may be increased to up to 100,000 shares, provided that the closing sale price of the Common Stock is not

below $3.00 on the purchase date;

and (iv) the Regular Purchase may be increased to up to 150,000 shares, provided that the closing

sale price of the Common Stock is not below $4.00 on the purchase date.

In each case, Lincoln Park’s maximum commitment in

any single Regular Purchase may not exceed $1,000,000.

In addition, after the Commencement Date, the Company may direct Lincoln

Park to purchase, on two separate occasions that must be at least 30 business days apart, $1,000,000 worth of Common Stock per

such purchase (each, a “Tranche Purchase”).

The purchase price per share for each Regular Purchase and each Tranche

Purchase will be based on prevailing market prices of the Common Stock immediately preceding the time of sale.

There are no upper

limits on the price per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement.

to Regular Purchases and Tranche Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases

or as additional accelerated purchases if the closing sale price of the Common Stock equals or exceeds the threshold price at the

times set forth in the Purchase Agreement.

The above-referenced share amount limitations and closing sale price thresholds are

subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar

transaction as provided in the Purchase Agreement.

As consideration for entering into the purchase agreement, the

Company issued 201,991 shares of common stock to Lincoln Park as a commitment fee.

The shares were valued at approximately $395,902

and were recorded as deferred offering costs on the balance sheet.

In addition to the commitment shares, the Company recorded $45,000

of due diligence expenses and legal fees as deferred offering costs.

The deferred charges will be charged against paid-in capital

upon future proceeds from the sale of common stock under this agreement.

During the year ended December 31, 2020, $106,764 of deferred

offering cost were charged against paid-in capital.

As of December 31, 2020, unamortized deferred offering costs totaled

Regular Purchase may be increased to up to 100,000 shares, provided that the closing sale price of the Common Stock is not below

$3.00 on the purchase date;

and (iv) the Regular Purchase may be increased to up to 150,000 shares, provided that the closing sale

price of the Common Stock is not below $4.00 on the purchase date.

In each case, Lincoln Park’s maximum commitment in any

single Regular Purchase may not exceed $1,000,000.

In addition, after the Commencement Date, the Company may direct Lincoln Park to

purchase, on two separate occasions that must be at least 30 business days apart, $1,000,000 worth of Common Stock per such purchase

(each, a “Tranche Purchase”).

The purchase price per share for each Regular Purchase and each Tranche Purchase will be

based on prevailing market prices of the Common Stock immediately preceding the time of sale.

There are no upper limits on the price

per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement.

In addition to Regular Purchases and

Tranche Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional

accelerated purchases if the closing sale price of the Common Stock equals or exceeds the threshold price at the times set forth in

the Purchase Agreement.

The above-referenced share amount limitations and closing sale price thresholds are subject to adjustment

for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as

provided in the Purchase Agreement.

As consideration for entering into the purchase agreement, the Company

issued 201,991 shares of common stock to Lincoln Park as a commitment fee.

The shares were valued at approximately $ 395,902 and were recorded

as deferred offering costs on the balance sheet.

In addition to the commitment shares, the Company recorded $ 45,000 of due diligence expenses

and legal fees as deferred offering costs.

The deferred charges will be charged against paid-in capital upon future proceeds from the

sale of common stock under this agreement.

During the year ended December 31, 2020, $ 106,764 of deferred offering cost were charged against

paid-in capital.

As of December 31, 2020 and 2021, unamortized deferred offering costs totaled $ 334,138 .

During the year ended December 31, 2020, the Company sold 1,453,926

1 unchanged sentence

On December 22, 2020, the Company entered into an underwriting

agreement with A.G.P./Alliance Global Partners (the “Underwriters”), in connection with a public offering (the “Offering”)

of an aggregate of (i) 5,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share

(the “Common Stock”), and (ii) warrants to purchase 2,500,000 shares of Common Stock (the “Warrants”).

In addition, the Company granted the Underwriter a 45-day option to purchase up to an additional 750,000 Shares and/or 375,000

Warrants to cover over-allotments, if any.

Each Share sold in the Offering was sold together with a Warrant to purchase 0.5 shares

of Common Stock as a fixed combination.

The Shares and accompanying Warrants were sold at a price to the public of $2.00, less

underwriting discounts and commissions.

The Warrants are exercisable immediately, will expire on December 28, 2025 and have an

exercise price of $2.20 per share, subject to anti-dilution and other adjustments for certain stock splits, stock dividends, or

recapitalizations.

The Company used the Black-Scholes option valuation model to estimate the fair value of the warrants with

the following assumptions:

fair value of common stock on December 28, 2020, the measurement date, $1.85, exercise price of $2.20,

expected term of 5 years, volatility of 130.30% and risk free interest rate of 0.38%.

As of December 31, 2020, the fair value of

the 2,875,000 warrants issued was $4,485,441 and recorded to additional paid in capital as a cost of capital.

The Offering, including

the full over-allotment securities, closed on December 28, 2020 and the Company received net proceeds of $10,590,000 after

agreement with A.G.P./Alliance Global Partners (the “Underwriters”), in connection with a public offering (the

“Offering”) of an aggregate of (i) 5,000,000 shares (the “Shares”) of the Company’s common stock, and

(ii) warrants to purchase 2,500,000 shares of common stock (the “Warrants”).

In addition, the Company granted the

Underwriter a 45-day option to purchase up to an additional 750,000 Shares and/or 375,000 Warrants to cover over-allotments, if any.

Each Share sold in the Offering was sold together with a Warrant to purchase 0.5 shares of common stock as a fixed combination.

Shares and accompanying Warrants were sold at a price to the public of $2.00, less underwriting discounts and commissions.

Warrants are exercisable immediately, will expire on December 28, 2025 and have an exercise price of $2.20 per share, subject to

anti-dilution and other adjustments for certain stock splits, stock dividends, or recapitalizations.

The Company used the

Black-Scholes option valuation model to estimate the fair value of the warrants with the following assumptions:

fair value of common

stock on December 28, 2020, the measurement date, $1.85, exercise price of $2.20, expected term of 5 years, volatility of 130.30%

and risk free interest rate of 0.38%.

As of December 31, 2020, the fair value of the 2,875,000 warrants

issued was $ 4,485,441 and

recorded to additional paid in capital as a cost of capital.

The Offering, including the full over-allotment securities, closed on

December 28, 2020 and the Company received net proceeds of $ 10,590,000 after

deducting underwriting discounts, commissions and underwriter expenses associated with the Offering.

Stock Options

In 2017, the Board of Directors of the Company approved the

CNS Pharmaceuticals, Inc.

2017 Stock Plan (the “2017 Plan”).

The 2017 Plan allows for the Board of Directors to grant

various forms of incentive awards for up to 2,000,000 shares of common stock.

No key employee may receive more than 500,000 shares

of common stock (or options to purchase more than 500,000 shares of common stock) in a single year.

In 2020, the Board of Directors of the Company approved the

CNS Pharmaceuticals, Inc.

2020 Stock Plan (the “2020 Plan”).

The 2020 Plan allows for the Board of Directors to grant

various forms of incentive awards for up to 3,000,000 shares of common stock.

No key employee may receive more than 750,000 shares

of common stock (or options to purchase more than 750,000 shares of common stock) in a single year.

During the year ended December 31, 2019, the Board of Directors

approved grants of 1,189,500 options to officers and employees of the Company.

The exercise price of the options ranges from $2.00

to $4.00 and expire ten-years following issuance.

The total fair value of these option grants at issuance was $2,717,445.

the issued options in 2019 vest in four equal annual installments beginning on the first anniversary following issuance.

During the year ended December 31, 2020, the Board of Directors

approved grants of 561,236 options to employees, Scientific Advisory Board members and members of the Board of Directors.

price of the options ranges from $2.06 to $2.47 and expire ten-years following issuance.

The total fair value of these option grants

at issuance was $1,115,508.

300,000 of the issued options vest in four equal annual installments beginning on the first anniversary

following issuance.

In 2017, the Board of Directors of the Company approved the CNS Pharmaceuticals,

2017 Stock Plan (the “2017 Plan”).

The 2017 Plan allows for the Board of Directors to grant various forms of incentive

awards for up to 2,000,000 shares of common stock.

No key employee may receive more than 500,000 shares of common stock (or options to

purchase more than 500,000 shares of common stock) in a single year.

In 2020, the Board of Directors of the Company approved the CNS Pharmaceuticals,

2020 Stock Plan (the “2020 Plan”).

The 2020 Plan allows for the Board of Directors to grant various forms of incentive

awards for up to 3,000,000 shares of common stock.

No key employee may receive more than 750,000 shares of common stock (or options to

purchase more than 750,000 shares of common stock) in a single year.

During the year ended December 31, 2020, the Board of Directors approved

grants of 561,236 options to employees, Scientific Advisory Board members and members of the Board of Directors.

The exercise price of

the options ranges from $2.06 to $2.47 and expire ten-years following issuance.

The total fair value of these option grants at issuance

was $ 1,115,508 .

300,000 of the issued options vest in four equal annual installments beginning on the first anniversary following issuance.

261,236 of the issued options vest in one annual installment on the first anniversary of the grant date.

During the years ended December 31, 2020 and 2019, the Company

recognized $1,208,154 and $400,834 of stock-based compensation, respectively, related to outstanding stock options.

31, 2020, the Company had $2,258,502 of unrecognized expenses related to options.

The following table summarizes the stock option activity for

the years ended December 31, 2020 and 2019:

Weighted-Average Exercise Price

During the year ended December 30, 2021,

the Board of Directors approved grants of 739,000 options

to officers, employees, board of directors and a consultant.

The exercise price of the options ranges from $1.80 to

the options expire ten-years following issuance.

The total fair value of these option grants at issuance was $ 1,969,712 .

Of the 739,000 options

issued, 128,000 options

vest on the first anniversary date of issuance, 75,000 options

have a vesting term of 25% vest upon issuance, 50% vest upon Board approving a business development acquisition and 25% vest over a

three year period in equal installments on each of the succeeding three anniversary dates.

The remaining options issued vest in four

equal annual installments beginning on the first anniversary following issuance.

During the years ended December 31, 2021 and 2020, the Company recognized

$ 1,533,092 and $ 1,208,154 of stock-based compensation, respectively, related to outstanding stock options.

At December 31, 2021, the Company

had $ 2,559,446 of unrecognized expenses related to options.

The following table summarizes the stock option activity for the year

ended December 31, 2021 and 2020:

Schedule of Stock Option Activity

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2019

1 unchanged sentence

Outstanding, December 31, 2021

The following table discloses information regarding outstanding

and exercisable options at December 31, 2020:

Exercise Price

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Life (Years)

Number of Option Shares

Weighted Average Exercise Price

As of December 31, 2020, the aggregate intrinsic value of options

vested and outstanding was $528,599.

The aggregate fair value of the options measured during the years ended December 31, 2020

and 2019 were calculated using the Black-Scholes option pricing model based on the following assumptions:

The aggregate fair value of the options measured during the years

ended December 31, 2021 and 2020 were calculated using the Black-Scholes option pricing model based on the following assumptions:

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

December 31, 2021

13 unchanged sentences

Treasury securities with comparable terms as of the measurement date.

The trading volatility was determined by calculating the volatility of the Company’s peer group.

The Company does not expect to pay a dividend in the foreseeable future.

As of December 31, 2020, there are no awards remaining to be

issued under the 2017 Plan and 2,799,264 awards remaining to be issued under the 2020 Plan.

As of December 31, 2021, the outstanding stock

options have a weighted average remaining term of 7.77 years and the aggregate intrinsic value of options vested and outstanding were

As of December 31, 2021, there were 60,500 awards remaining to be issued under the 2017 Plan and 2,074,764 awards remaining

to be issued under the 2020 Plan.

Stock Warrants

The following table summarizes the stock warrant activity for

the years ended December 31, 2020 and 2019:

The following table summarizes the stock warrant activity for the

years ended December 31, 2021 and 2020:

Schedule of warrant activity

Weighted-Average Exercise Price Per Share

1 unchanged sentence

Outstanding, December 31, 2020

( 2,646,653 )

Outstanding, December 31, 2021

During the years ended December 31, 2020 and 2019, the Company

recognized $85,238 and $76,262 of stock-based compensation, respectively, related to outstanding stock warrants.

At December 31,

2020, the Company had $0 of unrecognized expenses related to warrants.

The following table discloses information regarding outstanding

and exercisable warrants at December 31, 2020:

Exercise Price

Number of Warrant Shares

Weighted Average Exercise Price

Weighted Average Remaining Life (Years)

Number of Warrant Shares

Weighted Average Exercise Price

As of December 31, 2020 the aggregate intrinsic value of warrants

vested and outstanding was $2,657,317.

On April 17, 2019, the Company entered into an agreement with

a foreign registered broker dealer to assist in fundraising on the Company’s behalf.

Fees for these services consisted of

a cash fee of 10% of amounts raised and an equity fee of 10% of the amounts raised.

The equity fee was payable in five-year common

stock warrants with an exercise price of $2.00 per share.

The Company used the Black-Scholes option valuation model to estimate

the fair value of the warrants.

As of December 31, 2019, 63,750 warrants with a fair value of $101,206 were issued under this agreement

and recorded to additional paid in capital as a cost of capital.

On June 3, 2019, the Company engaged The Benchmark Company,

LLC (“Benchmark”) to act as exclusive financial advisor related to the Company’s NASDAQ Initial Public Offering.

Benchmark was compensated a success fee of 7% of the gross offering proceeds, expense allowance of 1% of the gross offering proceeds

and warrants equal to 7% of the shares sold with a five-year term and an exercise price equal to the price of the initial public

In addition, the Company agreed to reimburse Benchmark for expenses.

On November 13, 2019, the Company closed its initial

public offering of 2,125,000 shares of its common stock at a price to the public of $4.00 per share.

In conjunction with the closing

Benchmark was issued 148,750 common stock warrants with a term of five years and an exercise price of $4.00.

The warrants become

exercisable on May 5, 2020.

The Company used the Black-Scholes option valuation model to estimate the fair value of the warrants.

As of December 31, 2019, the fair value of the 148,750 warrants issued was $451,722 and recorded to additional paid in capital

as a cost of capital.

Note 5 –

Commitments and Contingencies

During the years ended December 31, 2020, the Company recognized $ 85,238

of stock-based compensation, respectively, related to outstanding stock warrants.

At December 31, 2020 and 2021, the Company had $ 0 of

unrecognized expenses related to warrants.

During the year ended December 31, 2021, the Company received

$ 332,750 in cash proceeds from the exercise of 151,250 warrants previously issued at an exercise price of $2.20.

In addition, the Company

received notices to exercise 2,495,403 warrants on a cashless basis resulting in the issuance of 1,756,307 shares of common stock.

As of December 31, 2021 the outstanding and exercisable warrants have

a weighted average remaining term of 2.93 years and have no intrinsic value.

Note 5 – Commitments and Contingencies

Executive Employment Agreements

On September 1, 2017, the Company entered into an employment

agreement with Mr.

On September 1, 2017, the Company entered into an employment agreement

John Climaco pursuant to which Mr.

Climaco agreed to serve as Chief Executive Officer and Director of the Company

commencing on such date for an initial term of three years.

The agreement provides for an initial annual salary of $150,000.

annual salary shall increase at the completion of the Company’s initial public offering to an annual salary of $300,000.

Pursuant to the employment agreement, the Company and Mr.

Climaco agreed to issue Mr.

Climaco 900,000 shares of common stock in

exchange for $900, which purchase was finalized on September 30, 2017.

The common shares may be reacquired by the Company if employment

is terminated prior to the initial public offering.

After the completion of the initial public offering a portion of the shares

may be reacquired by the Company if employment is terminated prior to the expiration of the agreement.

Effective March 1, 2019,

the employment agreement was amended to increase the annual salary to $186,000 and establish Mr.

Climaco as a full-time employee.

On June 28, 2019, the compensation committee of the board of directors agreed to modify Mr.

Climaco’s compensation to increase

the annual base salary to $440,000 and Mr.

Climaco will be entitled to a cash bonus with a target of 55% of his base salary following

the initial public offering.

On September 1, 2020, the Company entered into an amendment to the employment agreement with John

Climaco agreed to serve as Chief Executive Officer and Director of the Company commencing

on such date for an initial term of three years.

On September 1, 2020, the Company entered into an amendment to the employment agreement

The amendment extends the term of employment under the Employment Agreement, which was originally for a three-year period,

for additional twelve-month periods, unless and until either the Company or Mr.

Climaco provides written notice to the other party

not less than sixty days before such anniversary date that such party is electing not to extend the term.

If the Company provides

notice of its election not to extend the term, Mr.

Climaco may terminate his employment at any time prior to the expiration of

the term by giving written notice to the Company at least thirty days prior to the effective date of termination, and upon the

earlier of such effective date of termination or the expiration of the term, Mr.

Climaco shall be entitled to receive the same

severance benefits as are provided upon a termination of employment by the Company without cause.

Pursuant to the amendment, the

severance benefits shall be twelve months of Mr.

Climaco’s base salary.

Such severance payment shall be made in a single

lump sum sixty days following the termination, provided that Mr.

Climaco has executed and delivered to the Company, and has not

revoked a general release of the Company.

On February 5, 2021, the compensation committee of the board of directors agreed to modify

Climaco’s compensation to increase the annual base salary to $525,000 and granted a ten-year option to purchase 310,000

shares of common stock with an exercise price of $3.36 per share vesting annually in four equal installments.

Climaco provides written notice to the other party not

less than sixty days before such anniversary date that such party is electing not to extend the term.

If the Company provides notice of

its election not to extend the term, Mr.

Climaco may terminate his employment at any time prior to the expiration of the term by giving

written notice to the Company at least thirty days prior to the effective date of termination, and upon the earlier of such effective

date of termination or the expiration of the term, Mr.

Climaco shall be entitled to receive the same severance benefits as are provided

upon a termination of employment by the Company without cause.

Pursuant to the Amendment, the severance benefits shall be twelve months

Climaco’s base salary.

Such severance payment shall be made in a single lump sum sixty days following the termination, provided

Climaco has executed and delivered to the Company and has not revoked a general release of the Company.

Pursuant to the employment

agreement, the compensation committee of the board of directors reviews the base salary payable to Mr.

Climaco annually during the term

of the agreement.

On February 6, 2021, the compensation committee of the board of directors set Mr.

Climaco’s 2021 annual base salary

to $ 525,000 .

On June 28, 2019, we entered into employment letters with Drs.

Silberman and Picker pursuant to which we agreed to the following compensation terms:

Silberman agreed to commit 50% of

her time to our matters in exchange for a base salary, commencing upon the successful closing of the IPO, of $175,000;

at the end of 2019, an annual cash bonus target of 28% of her base salary (prorated for any partial years);

and a ten-year option

to purchase 125,000 shares of common stock with an exercise price of $2.00 per share vesting annually in four equal installments;

Picker agreed to commit 25% of his time to our matters in exchange for a base salary, commencing upon the successful

closing of the IPO, of $91,000;

commencing at the end of 2019, an annual cash bonus target of 36% of his base salary (prorated

for any partial years);

and a ten-year option to purchase 100,000 shares of common stock with an exercise price of $2.00 per share

vesting annually in four equal installments.

On February 5, 2021, the compensation committee of the board of directors agreed to

Silberman and Picker compensation to increase their annual base salary to $200,000 and $115,000 and granted a ten-year

option to purchase 42,000 and 24,000 shares of common stock with an exercise price of $3.36 per share vesting annually in four

equal installments, respectively.

On September 14, 2019, the Company, entered into an employment

agreement with Christopher Downs to serve as its Chief Financial Officer commencing on the closing date of the Company’s

IPO, which occurred on November 13, 2019.

and Picker pursuant to which Dr.

Silberman agreed to commit 50% of her time to our matters;

Picker agreed to commit 25% of his

time to our matters.

On February 6, 2021, the compensation committee of the board of directors set Drs.

Silberman and Picker 2021 annual

base salaries to $ 200,000 and $ 115,000 , respectively.

On September 14, 2019, the Company, entered into an employment agreement

with Christopher Downs to serve as its Chief Financial Officer commencing on the closing date of the Company’s IPO, which occurred

on November 13, 2019.

The initial term of the Employment Agreement will continue for a period of three years.

The employment agreement provides for an initial annual base salary of $300,000.

Downs may receive an annual bonus (pro rated

for 2019), targeted at 35% of base salary.

Under the agreement, upon the closing of the IPO, Mr.

Downs was granted a ten-year option

to purchase 300,000 shares at an exercise price per share equal to the public offering price per share of the shares sold in the

The option vests in four equal installments on each of the succeeding four anniversary dates of the option grant, provided

Downs is employed by the Company on each such vesting date.

On February 5, 2021, the compensation committee of the board of

directors agreed to modify Mr.

compensation to increase the annual base salary to $340,000 and granted a ten-year

option to purchase 131,000 shares of common stock with an exercise price of $3.36 per share vesting annually in four equal installments.

Pursuant to the employment

agreement, the compensation committee of the board of directors reviews the base salary payable to Mr.

Downs annually during the term

of the agreement.

On February 6, 2021, the compensation committee of the board of directors set Mr.

Downs’ 2021 annual base salary

to $ 340,000 .

Scientific Advisory Board

On July 15, 2021, our compensation committee recommended to our

Board and our Board approved the following policy for the Scientific Advisory Board members.

The Scientific Advisory board consists

Waldemar Priebe, a significant shareholder and related party, and Dr.

Each scientific advisory board member

shall receive annual cash compensation of $ 68,600 .

As of December 31, 2021, the Company has accrued $ 63,067 related to the

Scientific Advisory Board compensation.

WP744 Portfolio (Berubicin)

1 unchanged sentence

and Asset Purchase Agreement with Reata Pharmaceuticals, Inc.

(“Reata”).

Through this agreement, the Company purchased

all of Reata’s rights, title, interest and previously conducted research and development results in the chemical compound

commonly known as Berubicin.

In exchange for these rights, the Company agreed to pay Reata an amount equal to 2.25% of the net

sales of Berubicin for a period of 10 years from the Company’s first commercial sale of Berubicin plus $10,000.

agreed to collaborate with the Company on the development of Berubicin, from time to time.

On December 28, 2017, the Company entered into a Technology

Rights and Development Agreement with Houston Pharmaceuticals, Inc.

(“HPI”).

HPI is owned by the person who controls

a majority of our shares.

Pursuant to this agreement, the Company obtained a worldwide exclusive license to the chemical compound

commonly known as WP744.

In exchange for these rights, the Company agreed to pay consideration to HPI as follows:

(i) a royalty

of 2% of net sales of any product utilizing WP744 for a period of ten years after the first commercial sale of such;

and (ii) $100,000

upon beginning Phase II clinical trials;

and (iii) $200,000 upon the approval by the FDA of a New Drug Application for any product

utilizing WP744;

and (iv) a series of quarterly development payments totaling $750,000 beginning immediately after the Company’s

raise of $7,000,000 of investment capital.

In addition, the Company issued 200,000 shares of the Company’s common stock valued

at $0.045 per share to HPI upon execution of the agreement.

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 was extended by an additional 12

months by the payment of $40,000.

On November 13, 2019, the Company closed its IPO and as a result completed the acquisition of

the intellectual property discussed in the HPI agreement.

As of December 31, 2020 and December 31, 2019, $0 and $45,833 is payable

to HPI related to the above agreements, respectively.

During the years ended December 31, 2020 and 2019, the Company recognized

$237,500 and $0, respectively related to this agreement.

Separate from this agreement, the Company entered into a series

of transactions with Davos Pharmaceuticals to supply raw starting materials for the production of Berubicin.

Davos negotiated to

obtain these materials from HPI.

Due to the related party relationship with HPI, this agreement was considered and approved by

the Audit Committee.

Approval was granted based on lowest cost and fastest time to delivery offered by HPI versus other suppliers

from whom Davos had obtained quotes.

During the years ended December 31, 2020 and 2019, the Company recognized $0 and

$385,000, respectively related to these agreements with Davos.

On August 30, 2018, we entered into a sublicense agreement with

WPD Pharmaceuticals, Inc.

(“WPD”).

Pursuant to the agreement, the Company granted WPD an exclusive sublicense, even

as to us, for the patent rights we licensed pursuant to the HPI License within the following countries:

Poland, Estonia, Latvia,

Lithuania, Belarus, Ukraine, Moldova, Romania, Bulgaria, Serbia, Macedonia, Albania, Armenia, Azerbaijan, Georgia, Montenegro,

Bosnia, Croatia, Slovenia, Slovakia, Czech Republic, Hungary, Chechnya, Uzbekistan, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan,

Greece, Austria, and Russia.

The sublicense agreement provides that WPD must use commercially reasonable development efforts to

attempt to develop and commercialize licensed products in the above mentioned territories, which means the expenditure of at least

$2.0 million on the development, testing, regulatory approval or commercialization of the licensed products during the three year

period immediately following the date of the sublicense agreement.

In the event that WPD fails to use commercially reasonable development

efforts by the foregoing three-year deadline, we have the right to terminate this sublicense agreement.

In consideration for the

rights granted under the sublicense agreement, to the extent we are required to make any payments to HPI pursuant to the HPI License

as a result of this sublicense agreement, WPD agreed to advance us such payments, and to pay us a royalty equal to 1% of such payments.

WPD is a Polish corporation that is majority-owned by an entity controlled by Dr.

Through this agreement, the Company purchased all

of Reata’s rights, title, interest and previously conducted research and development results in the chemical compound commonly

known as Berubicin.

In exchange for these rights, the Company agreed to pay Reata an amount equal to 2.25% of the net sales of Berubicin

for a period of 10 years from the Company’s first commercial sale of Berubicin plus $10,000.

Reata also agreed to collaborate with

the Company on the development of Berubicin, from time to time.

On December 28, 2017, the Company entered into

a Technology Rights and Development Agreement with Houston Pharmaceuticals, Inc.

HPI is affiliated with Dr.

Waldemar Priebe, our founder and significant shareholder.

Pursuant to this agreement, the Company obtained a worldwide exclusive

license to the chemical compound commonly known as WP744.

In exchange for these rights, the Company agreed to pay consideration to

HPI as follows:

(i) a royalty of 2% of net sales of any product utilizing WP744 for a period of ten years after the first commercial

sale of such;

and (ii) $100,000 upon beginning Phase II clinical trials (paid in 2021);

and (iii) $200,000 upon the approval by the

FDA of a New Drug Application for any product utilizing WP744;

and (iv) a series of quarterly development payments totaling $750,000

beginning immediately after the Company’s raise of $7,000,000 of investment capital.

In addition, the Company issued 200,000

shares of the Company’s common stock valued at $0.045 per share to HPI upon execution of the agreement.

On November 13, 2019,

the Company closed its IPO, thereby fulfilling all conditions precedent and completing the acquisition of the intellectual property

discussed in the HPI agreement.

During the year ended December 31, 2021 and 2020, the Company recognized $ 450,000

and $ 237,500 ,

respectively related to this agreement.

Unrelated to this agreement, from time to time, the Company purchases pharmaceutical

products from HPI which are necessary for the manufacturing of Berubicin API and drug product in related party transactions which

are reviewed and approved by the Company’s audit committee based upon the standards of providing superior pricing and time to

delivery than that available from unrelated third parties.

During the year ended December 31, 2021 and 2020, the Company expensed

and $ 0 , respectively related to the purchase of pharmaceutical products from HPI of which $ 41,075

was included in Accounts Payable as of December 31, 2021.

Subsequent to December 31, 2021 the Company purchased an additional

$41,075 of pharmaceutical products from HPI.

On August 30, 2018, we entered into a sublicense agreement with WPD

Pharmaceuticals, Inc.

Pursuant to the agreement, the Company granted WPD an exclusive sublicense, even as to us,

for the patent rights we licensed pursuant to the HPI License within the following countries:

Poland, Estonia, Latvia, Lithuania, Belarus,

Ukraine, Moldova, Romania, Bulgaria, Serbia, Macedonia, Albania, Armenia, Azerbaijan, Georgia, Montenegro, Bosnia, Croatia, Slovenia,

Slovakia, Czech Republic, Hungary, Chechnya, Uzbekistan, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Greece, Austria, and Russia.

The sublicense agreement provides that WPD must use commercially reasonable development efforts to attempt to develop and commercialize

licensed products in the above mentioned territories, which means the expenditure of at least $2.0 million on the development, testing,

regulatory approval or commercialization of the licensed products during the three year period immediately following the date of the sublicense

In the event that WPD fails to use commercially reasonable development efforts by the foregoing three-year deadline, we have

the right to terminate this sublicense agreement.

As of December 31, 2021, the Company has received reports of the WPD expenditures related

to this agreement, has conducted due inquiry into validating those expenditures, and has determined that WPD has exercised commercially

reasonable development efforts and has therefore fulfilled the terms of the agreement necessary to secure their rights under the sublicense

in perpetuity subject to the ongoing obligations of the sublicense.

In consideration for the rights granted under the sublicense agreement,

to the extent we are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, WPD agreed

to advance us such payments, and to pay us a royalty equal to 1% of such payments.

WPD is a Polish corporation that is majority-owned

by an entity controlled by Dr.

Priebe, our founder and largest shareholder.

On February 19, 2021, CNS entered into an Investigational

Medicinal Product Supply Agreement with WPD, a related party.

CNS agreed to sell the Berubicin drug product to WPD at historical

cost of manufacturing without markup so that WPD may conduct the clinical trials contemplated by the sublicense agreement.

agreed to pay CNS the following payments:

(i) an upfront payment of $ 131,073 upon execution of the agreement, (ii), a payment

of $ 262,145 upon final batch release and certification performed by WPD's subcontractor, and (iii) a final payment of $ 262,145

upon Clinical Trial Application acceptance by the relevant regulatory authority.

All three milestones have been met as of December

In addition, as of December 31, 2021, the drug product with a cost of approximately $655,000 has been delivered to

WPD and is being held at a third party depot.

As such, the full amount of approximately $ 655,000 is now due from WPD.

As of December

31, 2021, CNS has invoiced the three amounts plus pass through cost for a total of $656,938.

However, as of December 31, 2021, WPD

has not remitted payment for the invoices and, as such, we have not recorded a receivable due to the collectability issues.

Subsequent to December 31, 2021, the Company has received payment for the first amount due of $131,073.

The Company is continuing to

work with WPD to resolve this situation.

On August 31, 2018, the Company entered into a sublicense agreement

with Animal Life Sciences, LLC (“ALI”), a related party, pursuant to which we granted ALI an exclusive sublicense,

even as to us, for the patent rights we licensed pursuant to the HPI License solely for the treatment of cancer in non-human animals

through any type of administration.

In consideration for the rights granted under the sublicense agreement, ALI agreed to issue

us membership interests in ALI equal to 1.52% of the outstanding ALI membership interests.

As additional consideration for the

rights granted, to the extent we are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense

agreement, ALI agreed to advance us such payments, and to pay us a royalty equal to 1% of such payments.

Waldemar Priebe, our

founder and largest shareholder, is also the founder and a shareholder of ALI, holds 38% of the membership interests of ALI.

On January 29, 2019, the Company entered into a consulting agreement

with WPD, a related party.

The agreement is for a period of one year, with compensation of $5,000 per month.

The consulting services

include the full-time services of a technical researcher currently employed by WPD.

During the year ended December 31, 2019, the

Company paid $30,000 to WPD related to the consulting agreement.

with Animal Life Sciences, LLC (“ALI”), a related party, pursuant to which we granted ALI an exclusive sublicense, even as

to us, for the patent rights we licensed pursuant to the HPI License solely for the treatment of cancer in non-human animals through any

type of administration.

In consideration for the rights granted under the sublicense agreement, ALI agreed to issue us membership interests

in ALI equal to 1.52% of the outstanding ALI membership interests.

As additional consideration for the rights granted, to the extent we

are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, ALI agreed to advance us

such payments, and to pay us a royalty equal to 1% of such payments.

Waldemar Priebe, our founder and largest shareholder, is also

the founder and a shareholder of ALI, holds 38% of the membership interests of ALI.

On June 10, 2020, the FDA granted Orphan Drug Designation

(“ODD”) for Berubicin for the treatment of malignant gliomas.

ODD from the FDA is available for drugs targeting diseases with

less than 200,000 cases per year.

ODD may enable market exclusivity of 7 years from the date of approval of a NDA in the United States.

During that period the FDA generally could not approve another product containing the same drug for the same designated indication.

drug exclusivity will not bar approval of another product under certain circumstances, including if a subsequent product with the same

active ingredient for the same indication is shown to be clinically superior to the approved product on the basis of greater efficacy

or safety, or providing a major contribution to patient care, or if the company with orphan drug exclusivity is not able to meet market

The ODD now constitutes our primary intellectual property protections although the Company is exploring if there are other patents

that could be filed related to Berubicin to extend additional protections.

On July 24, 2021, the Company received Fast Track Designation from

the FDA for Berubicin.

Fast Track Designation is designed to facilitate the development and expedite the review of drugs to treat

serious conditions and fill an unmet medical need.

WP1244 Portfolio

On January 10, 2020, Company entered into a Patent and Technology

License Agreement (“Agreement”

) with The Board of Regents of The University of Texas System, an agency

of the State of Texas, on behalf of The University of Texas M.

Anderson Cancer Center (“UTMDACC”).

Pursuant to the

Agreement, the Company obtained a royalty-bearing, worldwide, exclusive license to certain intellectual property rights, including

patent rights, related to the Company’s recently announced WP1244 drug technology.

In consideration, the Company must make

payments to UTMDACC including an up-front license fee, annual maintenance fee, milestone payments and royalty payments (including

minimum annual royalties) on sales of licensed products developed under the Agreement.

The term of the Agreement expires on the

last to occur of:

(a) the expiration of all patents subject to the Agreement, or (b) fifteen years after execution;

provided that

UTMDACC has the right to terminate this Agreement in the event that the Company fails to meet certain commercial diligence milestones.

The commercial diligence milestones are as follows (i) initiated PC toxicology to support filing of Investigational New Drug Application

(“IND”) or New Drug Application (“NDA”) for the Licensed Product within the eighteen (18) month period

following the Effective Date (ii) file and IND for the Licensed Product within three (3) year period following the Effective Date

and (iii) Commencement of Phase I Study within the five (5) year period following the Effective Date.

During the year ended December

31, 2020, the Company paid $138,018 to UTMDACC related to this agreement.

On May 7, 2020, pursuant to the WP1244 Portfolio license agreement

described above, the Company entered into a Sponsored Research Agreement with UTMDACC to perform research relating to novel anticancer

agents targeting CNS malignancies.

On January 10, 2020, Company entered into a Patent and Technology License

Agreement (“Agreement”) with The Board of Regents of The University of Texas System, an agency of the State of Texas, on behalf

of The University of Texas M.

Anderson Cancer Center (“UTMDACC”).

Pursuant to the Agreement, the Company obtained a royalty-bearing,

worldwide, exclusive license to certain intellectual property rights, including patent rights, related to the Company’s recently

announced WP1244 drug technology.

In consideration, the Company must make payments to UTMDACC including an up-front license fee, annual

maintenance fee, milestone payments and royalty payments (including minimum annual royalties) on sales of licensed products developed

under the Agreement.

The term of the Agreement expires on the last to occur of:

(a) the expiration of all patents subject to the Agreement,

or (b) fifteen years after execution;

provided that UTMDACC has the right to terminate this Agreement in the event that the Company fails

to meet certain commercial diligence milestones.

The commercial diligence milestones are as follows (i) initiated PC toxicology to support

filing of Investigational New Drug Application (“IND”) or New Drug Application (“NDA”) for the Licensed Product

within the eighteen (18) month period following the Effective Date (ii) file and IND for the Licensed Product within three (3) year period

following the Effective Date and (iii) Commencement of Phase I Study within the five (5) year period following the Effective Date.

the year ended December 31, 2021, the Company paid $ 48,668 to UTMDACC related to this agreement.

On May 7, 2020, pursuant to the WP1244 Portfolio license

agreement described above, the Company entered into a Sponsored Research Agreement with UTMDACC to perform research relating to

novel anticancer agents targeting CNS malignancies.

The Company agreed to fund approximately $1,134,000 over a two-year period.

The Company paid

and recorded $334,000 in 2020 related to this agreement in research and development expenses in the Company’s

Statements of Operations.

The remaining $720,000 will be paid in 2021, of which $400,000 was accrued at December 31, 2020.

principal investigator for this agreement is Dr.

Waldemar Priebe, who controls a majority of the Company’s share.

During the year ended December 31, 2020, the Company paid $ 334,000 and

accrued $ 400,000 related

to this agreement in research and development expenses in the Company’s Consolidated Statements of Operations.

During the year

ended December 31, 2021, the Company paid $ 800,000 to

UTMDACC related to this agreement.

The Company has no further payment obligations as of December 31, 2021.

The principal

investigator for this agreement is Dr.

Waldemar Priebe, a significant shareholder.

Anti-Viral Portfolio

On March 20, 2020, the Company entered into a Development Agreement

(“Agreement”) with WPD Pharmaceuticals (“WPD”), a company founded by Dr.

Waldemar Priebe, the founder of

Pursuant to the Agreement, WPD agreed to use its commercially reasonable efforts in good faith to develop and commercialize

certain products that WPD had previously sublicensed, solely in the field of pharmaceutical drug products for the treatment of

any viral infection in humans, with a goal of eventual approval of in certain territories consisting of:

Germany, Poland, Estonia,

Latvia, Lithuania, Belarus, Ukraine, Romania, Armenia, Azerbaijan, Georgia, Slovakia, Czech Republic, Hungary, Uzbekistan, Kazakhstan,

Greece, Austria, Russia, Netherlands, Turkey, Belgium, Switzerland, Sweden, Portugal, Norway, Denmark, Ireland, Finland, Luxembourg,

Pursuant to the Agreement, the Company agreed to pay WPD the

following payments:

On March 20, 2020, the Company entered into a Development Agreement (“Agreement”) with WPD Pharmaceuticals (“WPD”),

a company founded by Dr.

Waldemar Priebe, the founder and largest shareholder of the Company.

Pursuant to the Agreement, WPD agreed to

use its commercially reasonable efforts in good faith to develop and commercialize certain products that WPD had previously sublicensed,

solely in the field of pharmaceutical drug products for the treatment of any viral infection in humans, with a goal of eventual approval

of in certain territories consisting of:

Germany, Poland, Estonia, Latvia, Lithuania, Belarus, Ukraine, Romania, Armenia, Azerbaijan,

Georgia, Slovakia, Czech Republic, Hungary, Uzbekistan, Kazakhstan, Greece, Austria, Russia, Netherlands, Turkey, Belgium, Switzerland,

Sweden, Portugal, Norway, Denmark, Ireland, Finland, Luxembourg, Iceland.

Pursuant to the Agreement, the Company agreed to pay WPD the following

(i) an upfront payment of $ 225,000 to WPD (paid in April 2020);

and (ii) within thirty days of the verified

achievement of the Phase II Milestone, (such verification shall be conducted by an independent third party mutually acceptable

to the parties hereto), the Company will make a payment of $775,000 to WPD.

WPD agreed to pay the Company a development fee of

50% of the net sales for any products in the above territories;

provided that Poland shall not be included as a territory after

WPD receives marketing approval for a product in one-half of the countries included in the agreed upon territories or upon the

payment by WPD to the Company of development fees of $1.0 million.

The term of the Agreement will expire on the expiration of the

sublicense pursuant to which WPD has originally sublicensed the products.

Note 6 –

The Company is subject to United States federal income taxes

at an approximate rate of 21%.

The reconciliation of the provision for income taxes at the United States federal statutory rate

compared to the Company’s income tax expense as reported is as follows:

and (ii) within thirty days of the verified achievement

of the Phase II Milestone, (such verification shall be conducted by an independent third party mutually acceptable to the parties hereto),

the Company will make a payment of $ 775,000 to WPD.

WPD agreed to pay the Company a development fee of 50% of the net sales for any products

in the above territories;

provided that Poland shall not be included as a territory after WPD receives marketing approval for a product

in one-half of the countries included in the agreed upon territories or upon the payment by WPD to the Company of development fees of

$ 1.0 million.

The term of the Agreement will expire on the expiration of the sublicense pursuant to which WPD has originally sublicensed

the products.

During the year ended December 31, 2020, the Company paid $ 225,000 related to this agreement.

Note 6 – Income Taxes

The Company is subject to United States federal income taxes at an

approximate rate of 21 %.

The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income

tax expense as reported is as follows:

Schedule of Effective Income Tax Rate Reconciliation

Income tax benefit computed at the statutory rate

Tax effect of:

Non-deductible expenses

Change in valuation allowance

( 2,846,000 )

( 1,916,000 )

Provision for income taxes

Significant components of the Company’s deferred tax assets

after applying enacted corporate income tax rates are as follows:

Significant components of the Company’s deferred tax assets

and liabilities after applying enacted corporate income tax rates are as follows:

Schedule of Deferred Tax Assets

Deferred income tax assets

Net operating losses

Stock-based compensation

Deferred income tax liability

Prepaid expenses

Valuation allowance

( 5,582,000 )

( 2,736,000 )

Net deferred income tax assets

The Company has an operating loss carry forward of approximately $ 27,764,000 ,

Note 7 –

Subsequent Events

Subsequent to December 31, 2020, the Company received $332,750

in cash proceeds from the exercise of 151,250 warrants previously issued at an exercise price of $2.20.

In addition, the Company

received notices to exercise 1,580,140 warrants on a cashless basis resulting in issuance of 1,293,467 shares of common stock.

Subsequent to December 31, 2020, the Company

entered into a transaction with HPI, a related party, to supply starting materials for the manufacturing of Berubicin API valued

which expires commencing in 2037.

Note 7 – Subsequent Events

Securities Purchase Agreement

Company engaged H.C.

Wainwright & Co., LLC (“Wainwright”), to act as placement agent related to the Securities Purchase

Agreement described below.

The Company agreed to pay Wainwright an aggregate fee equal to 7.0% of the gross proceeds received by the Company

from the sale of the securities in the transaction.

The Company will also issue to Wainwright or its designees warrants to purchase up

to 5.0% of the aggregate number of shares of Common Stock sold in the transactions (the “Placement Agent Warrants”), or 605,263

Placement Agent Warrants.

The Placement Agent Warrants have substantially the same terms as the Common Warrants, except that the Placement

Agent Warrants have an exercise price equal to 125% of the offering price, or $1.1875 per share.

The Company will also pay Wainwright

$50,000 for non-accountable expenses and $10,000 for legal fees and expenses.

On January 5, 2022, the Company entered into

a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional investors for the sale by the Company

of (i) 9,489,474 shares (the “Shares”) of the Company’s common stock, (ii) pre-funded warrants (the “Pre-Funded

Warrants”) to purchase up to an aggregate of 2,615,790 shares of common stock and (iii) warrants to purchase up to an aggregate

of 12,105,264 shares of common stock (the “Common Warrants” and, collectively with the Pre-Funded Warrants, the “Warrants”),

in a private placement offering.

The combined purchase price of one share of common stock (or one Pre-Funded Warrant) and accompanying

Common Warrant is $0.95.

Subject to certain ownership limitations,

the Warrants are exercisable upon issuance.

Each Pre-Funded Warrant is exercisable into one share of common stock at a price per share

of $0.001 (as adjusted from time to time in accordance with the terms thereof).

Each Common Warrant is exercisable into one share of common

stock at a price per share of $0.82 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth

anniversary of the date of issuance.

The gross proceeds from the Purchase Agreement was $11.5 million resulting in net proceeds, after

payment of commissions and expenses, received by the Company of $10.6 million.

On February 18, 2022, the Company received

a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying

the Company that for the last 30 consecutive business days the bid price for the Company’s common stock had closed below the minimum

$1.00 per share requirement for continued inclusion in Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the

“Bid Price Rule”).

The deficiency letter does not result in the immediate delisting of the Company’s common stock from

The Company has been provided an initial period

of 180 calendar days, or until August 17, 2022, to regain compliance with the Bid Price Rule.

If the Company is not in compliance

with the Bid Price Rule by August 17, 2022, the Company may be afforded a second 180 calendar day period to regain compliance.

the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial

listing standards required by Nasdaq, except for the minimum bid price requirement.

The Company intends to monitor the closing

bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Rule, which

could include effecting a reverse stock split.

However, there can be no assurance that the Company will be able to regain compliance with

the Bid Price Rule.

On March 1, 2022, the Company received $2,616 in cash proceeds from

the exercise of 2,615,790 Pre-Funded Warrants issued at an exercise price of $0.001.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data