What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-04-01 compared with 2023-03-31 · 452 added, 542 removed, 432 unchanged (70% of the section changed)

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Index to Financial Statements

Report of Independent Registered

Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the years ended December 31, 2023 and 2022

Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021

Statements of Stockholders’

Equity (Deficit) for the years ended December 31, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2023 and 2022

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PUBLIC ACCOUNTING FIRM

To the Shareholders

and Board of Directors of

CNS Pharmaceuticals,

on the Financial Statements

audited the accompanying balance sheets of CNS Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2022 and 2021, 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, 2022 and 2021, 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.

Concern Matter

The accompanying

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

As discussed in Note 3 to the financial

statements, the Company has suffered recurring losses from operations and negative cash flows from operations that raise substantial

doubt about its ability to continue as a going concern.

To the Shareholders and Board of Directors of

CNS Pharmaceuticals, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance

sheets of CNS Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2023 and 2022, and the related statements of operations,

stockholders’ equity (deficit), 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, 2023 and 2022, 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

The accompanying financial statements

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 and has a net capital deficiency 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.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

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.

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

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.

Accordingly, we express no such opinion.

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.

/s/ MaloneBailey,

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

served as the Company's auditor since 2019.

We have served as the Company's auditor

Houston, Texas

CNS Pharmaceuticals, Inc.

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Cash and cash equivalents

Deferred offering costs

Prepaid expenses and other current assets

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Property and equipment, net

Deferred offering costs

Total noncurrent assets

Liabilities and Stockholders' Equity

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities:

Accounts payable

Accrued expenses

Accounts payable and accrued expenses

Notes payable

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Commitments and contingencies

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 1,617,325 and 949,052 shares issued and outstanding, respectively

Stockholders' Equity (Deficit):

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 6,214,598 and

1,617,325 shares issued and outstanding, respectively

Additional paid-in capital

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( 50,715,677 )

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

See accompanying notes to

the financial statements.

Total Stockholders' Equity (Deficit)

( 4,432,115 )

Total Liabilities and Stockholders' Equity (Deficit)

See accompanying notes to the financial statements.

CNS Pharmaceuticals, Inc.

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( 15,267,107 )

Other expenses:

Other income (expenses):

Interest income

Interest expense

Total other expenses

Total other income (expense)

$ ( 18,851,226 )

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Weighted average shares outstanding - diluted

See accompanying notes to

the financial statements.

CNS Pharmaceuticals, Inc.

Statements of Stockholders’

For the years ended December

31, 2022 and 2021

See accompanying notes to the financial statements.

Pharmaceuticals, Inc.

Statements of

Stockholders' Equity (Deficit)

For the years ended December 31, 2023 and 2022

Stockholders'

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( 15,274,134 )

Balance December 31, 2021 - As revised

Balance December 31, 2022

( 50,715,677 )

Common stock issued for cash, net

Exercise of warrants

Exercise of warrants, net

Stock-based compensation

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$ ( 69,566,903 )

See accompanying notes to

the financial statements.

$ ( 4,432,115 )

See accompanying notes to the financial

CNS Pharmaceuticals, Inc.

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Prepaid expenses and other current assets

( 1,520,281 )

Accounts payable

Accrued expenses

Accounts payable and accrued expenses

Net cash used in operating activities

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Cash Flows from Financing Activities:

Payments of deferred offering costs

Payments on notes payable

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Supplemental disclosure of non-cash investing and financing activities:

Cashless exercise of warrants

Prepaid expense financed with note payable

See accompanying notes to

the financial statements.

See accompanying notes to the financial statements.

CNS Pharmaceuticals, Inc.

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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.

(“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.

On August 25, 2022, the stockholders of the Company approved an amendment

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any change in the par value per share, which remained at $0.001.

The reverse stock split has been retroactively

adjusted throughout these financial statements and footnotes.

Note 2 – Correction of Previously Issued Financial Statements

In the course of preparing its fiscal year 2022 financial statements,

the Company identified errors in the financial statements for the year ended December 31, 2021 and its unaudited financial statements

for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022.

The errors pertain to understatements in research and development

expenses and accrued expenses amounting to $458,622 for the year ended December 31, 2021 and $367,439 for the three months ended March

31, 2022, the six months ended June 30, 2022 and the nine months ended September 30, 2022 resulting from additional trial sites costs

which were not reported to the Company by our CRO.

The Company assessed the materiality of these misstatements on prior

periods’ financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No.

99, Materiality, codified in

ASC 250 (“ASC 250”), Presentation of Financial Statements, and concluded that these misstatements were not material to any prior

annual or interim periods.

Accordingly, in accordance with ASC 250 (SAB No.

108, Considering the Effects of Prior Year Misstatements when

Quantifying Misstatements in Current Year Financial Statements), the Financial Statements as of December 31, 2021, and the year then ended,

which are presented herein, have been revised.

The following are selected line items from the Company's balance sheets, statements of

operations and statements of cash flows for the affected periods illustrating the effect of these corrections:

Schedule of restatements

Balance Sheet

As of December 31,

Accounts payable

Total current liabilities

Total liabilities

Accumulated deficit

( 34,982,921 )

( 35,441,543 )

Total stockholders' equity

Balance Sheet

As of March 31,

Accounts payable

Total current liabilities

Total liabilities

Accumulated deficit

( 37,767,260 )

( 38,593,321 )

Total stockholders' equity

Balance Sheet

As of June 30,

Accounts payable

Total current liabilities

Total liabilities

Accumulated deficit

( 41,333,212 )

( 42,159,273 )

Total stockholders' equity

Balance Sheet

As of September 30,

Accounts payable

Total current liabilities

Total liabilities

Accumulated deficit

( 44,752,765 )

( 45,578,826 )

Total stockholders' equity

Statement of Operations

For the year ended December 31,

Research and development

Total operating expenses

Loss from operations

( 14,027,293 )

( 14,485,915 )

( 14,036,578 )

( 14,495,200 )

Loss per share - basic and diluted

Statement of Operations

For the three months ended March 31,

Research and development

Total operating expenses

Loss from operations

( 2,781,773 )

( 3,149,212 )

( 2,784,339 )

( 3,151,778 )

Loss per share - basic and diluted

Statement of Operations

For the six months ended June 30,

Research and development

Total operating expenses

Loss from operations

Loss per share - basic and diluted

Statement of Operations

For the nine months ended September 30,

Research and development

Total operating expenses

Loss from operations

Loss per share - basic and diluted

Statement of Cash Flows

For the year ended December 31,

Cash Flows from Operating Activities:

$ ( 14,036,578 )

$ ( 458,622 )

$ ( 14,495,200 )

Accounts payable

Net cash used in operating activities

( 13,538,309 )

Statement of Cash Flows

For the three months ended March 31,

Cash Flows from Operating Activities:

$ ( 2,784,339 )

$ ( 367,439 )

$ ( 3,151,778 )

Accounts payable

( 1,033,107 )

Net cash used in operating activities

( 3,077,199 )

Statement of Cash Flows

For the six months ended June 30,

Cash Flows from Operating Activities:

$ ( 6,350,291 )

$ ( 367,439 )

$ ( 6,717,730 )

Accounts payable

( 1,031,937 )

Net cash used in operating activities

( 6,439,733 )

Statement of Cash Flows

For the nine months ended September 30,

Cash Flows from Operating Activities:

$ ( 9,769,844 )

$ ( 367,439 )

$ ( 10,137,283 )

Accounts payable

Net cash used in operating activities

( 8,252,492 )

The reverse stock split has been retroactively adjusted throughout these

financial statements and footnotes.

Note 2 – Summary of Significant Accounting Policies

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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 concern.

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

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

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, 2022 was $ 9,805,407 .

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 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.

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, combined with aggressive working capital management, will allow us to continue operating into but not beyond

the latter half of the second quarter of 2024.

These factors raise substantial doubt regarding the Company’s ability to

continue as a going concern.

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

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 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 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, 2023 was $ 298,721 .

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

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Schedule of estimated useful lives

Leasehold improvement

Shorter of estimated useful lives or the term of the lease

of estimated useful lives or the term of the lease

Computer equipment

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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

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.

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.

The 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

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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,

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 method

of accounting for income taxes.

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

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.

Parties - The Company follows ASC 850, Related Party Disclosures, for the identification of related parties

and disclosure of related party transactions.

Taxes - The Company uses the asset and liability method of accounting for income taxes.

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

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.

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.

Restricted Stock Units (“RSUs”) - Our RSUs vest over

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The fair value of RSUs is the market price of our common stock at the date of grant.

Performance Units (“PUs”) - The PUs vest based on our

performance against predefined share price targets and the achievement of Positive Interim, Clinical Data as defined by the Board.

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, 2022, the Company’s potentially

dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 4,133,252

common shares, and options for 93,001 common shares.

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 140,512 common shares, and options for

Performance Units (“PUs”) - The PUs vest based on

our performance against predefined share price targets and the achievement of Positive Interim, Clinical Data as defined by the Board.

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.

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

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, 2023, the Company’s potentially dilutive

shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 4,240,063

common shares, unvested restricted stock units of 7,144

common shares, unvested performance units of 28,563

and options for 328,770

common shares, respectively.

As of December 31, 2022, the Company’s potentially dilutive shares and options, which were not

included in the calculation of net loss per share, included warrants to purchase 4,133,252

common shares, unvested restricted stock units of 9,523

common shares, unvested performance units of 28,563

and options for 93,001

common shares.

Research and Development Costs - Research and development costs

are expensed as incurred.

The Company recognized the benefit of refundable research and development tax credits as a reduction of research

and development expenses when there is reasonable assurance that the amount claimed will be recovered.

Research and Development Costs - Research and development

costs are expensed as incurred.

The Company recognized the benefit of refundable research and development tax credits as a reduction of

research and development expenses when there is reasonable assurance that the amount claimed will be recovered.

Recent Accounting Pronouncements

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Principal and interest payments

related to the note will be repaid over a 11-month period with the final payment due on October 31, 2023 .

related to the note will be repaid over an 11-month period with the final payment due on October 8, 2024 .

As of December 31, 2023, the

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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 .

During the year ended December

31, 2022, the Company repaid the full balance of the note.

As of December 31, 2022 and 2021, the Company’s note payable balance

was $0 and $ 387,794 , respectively.

related to the note will be repaid over an 11-month period with the final payment due on October 31, 2023 .

As of December 31, 2023 and

2022, the Company’s note payable balance was $ 0 and $ 409,968 , respectively.

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 of

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 August 25, 2022, the stockholders of the Company

approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the

reverse stock split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company’s

board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s

board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.

On August 25, 2022, the stockholders of the Company approved an amendment

to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split

at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company’s board of directors

and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors

in its sole discretion prior to the one-year anniversary of the annual meeting.

Pursuant to such authority granted by the Company’s stockholders,

the Company’s board of directors approved a one-for-thirty

(1:30) reverse stock split of the Company’s common stock and the filing of the Amendment to effectuate the reverse

The reverse stock split became effective on November 28, 2022 on a 1-for-30 basis without any change in the par value

per share, which remained at $0.001.

the Company’s board of directors approved a one-for-thirty (1:30) reverse stock split of the Company’s common stock and the

filing of the Amendment to effectuate the reverse split.

The reverse stock split became effective on November 28, 2022 on a 1-for-30 basis

without any change in the par value per share, which remained at $0.001.

Pursuant to the terms of the Capital on Demand™

Sales Agreement with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively,

the “Agent”), 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, 2023, the Company sold 852,936 shares of common stock

to the Agent for net proceeds of $ 2,317,599 .

During the year ended December 31, 2023, the Company issued 3,741,958

shares of common stock from the exercise of warrants.

The Company engaged H.C.

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The Company also paid 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) 316,316 shares (the “Shares”)

of the Company’s common stock, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of

87,193 shares of common stock and (iii) warrants to purchase up to an aggregate of 403,509 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 the accompanying Common Warrant is $28.50.

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) 316,316 shares

(the “Shares”) of the Company’s common stock, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase

up to an aggregate of 87,193 shares of common stock and (iii) warrants to purchase up to an aggregate of 403,509 shares of common stock

(the “Common Warrants” and, collectively with the Pre-Funded Warrants, the “Warrants”), in a private placement

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

Subject to certain ownership limitations, the Warrants are exercisable

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expenses, received by the Company of $ 10,625,786 .

On November 30, 2022, the Company entered into a Securities Purchase Agreement

(the “Purchase Agreement”) with an institutional investor for the sale by the Company of (i) 147,000 shares (the “Shares”)

of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded

Warrants”) to purchase up to an aggregate of 1,742,764 shares of Common Stock and (iii) warrants to purchase up to an aggregate

of 1,889,764 shares of Common Stock (the “Common Warrants” and, collectively with the Pre-Funded Warrants, the “Warrants”),

in a public offering.

The combined purchase price of one share of Common Stock and accompanying Common Warrant is $3.175 and the combined

purchase price of one Pre-Funded Warrant and accompanying Common Warrant is $3.174.

On November 30, 2022, the Company entered into a Securities Purchase

Agreement (the “Purchase Agreement”) with an institutional investor for the sale by the Company of (i) 147,000 shares

(the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded

warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 1,742,764 shares of Common Stock and (iii) warrants

to purchase up to an aggregate of 1,889,764 shares of Common Stock (the “Common Warrants” and, collectively with the Pre-Funded

Warrants, the “Warrants”), in a public offering.

The combined purchase price of one share of Common Stock and accompanying

Common Warrant is $3.175 and the combined purchase price of one Pre-Funded Warrant and accompanying Common Warrant is $3.174.

Subject to certain ownership limitations, the Warrants are exercisable

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proceeds, after payment of commissions and expenses, received by the Company of $ 5,412,308 .

On November 30, 2022, in connection with the offering, the Company also

entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the investor in the offering.

Warrant Amendment Agreement, the Company agreed to amend certain existing warrants (the “Existing Warrants”) to purchase up

to an aggregate of (i) 16,667 shares of common stock at an exercise price of $ 66.00 per share and an expiration date of December 28, 2025

On November 30, 2022, in connection with the offering, the Company

also entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the investor in the offering.

the Warrant Amendment Agreement, the Company agreed to amend certain existing warrants (the “Existing Warrants”) to purchase

up to an aggregate of (i) 16,667 shares of common stock at an exercise price of $ 66.00 per share and an expiration date of December 28,

2025 and (ii) 210,527 shares of common stock at an exercise price of $ 24.60 per share and an expiration date of January 10, 2027, as follows:

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$ 334,138 deferred offering costs to the statement of operations.

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

an investor relations firm that includes the issuance of 834 restricted shares of common stock.

Upon signing the agreement, 209 shares

vested immediately, and the remaining 625 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

834 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 2,500 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.

year ended December 31, 2021, the Company sold 68,784 shares of common stock to the Agent for net proceeds of $ 4,653,821 .

Stock Options

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awards for up to 66,667 shares of common stock.

No key employee may receive more than 16,667 shares of common stock (or options to purchase

more than 16,667 shares of common stock) in a single year.

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

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awards for up to 100,000 shares of common stock.

No key employee may receive more than 25,000 shares of common stock (or options to purchase

more than 25,000 shares of common stock) in a single year.

During the year ended December 31, 2021, the Board

of Directors approved grants of 24,633 options to officers, employees, board of directors and a consultant.

The exercise price of the

options ranges from $54.00 to $100.80 and the options expire ten-years following issuance.

The total fair value of these option

grants at issuance was $ 1,969,712 .

Of the 24,633 options issued, 4,267 options vest on the first anniversary date of issuance, 2,500 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.

The 2020 Plan was amended effective as of August 9, 2023, which was approved by the Company’s

stockholders at the Company’s annual meeting on September 14, 2023.

The amendment increased the 2020 Plan by 745,800 shares of common

On December 30, 2022, the Board of Directors of the Company appointed

Faith Charles as an independent member of the Company’s Board of Directors and as Chairperson of the Board of Directors.

receives an annual retainer for her service as Chairperson of $ 30,000 and, on the date of her appointment, was granted a ten-year option

to purchase 3,500 shares of Company common stock at an exercise price of $ 2.40 vesting in 36 equal monthly installments succeeding the

issuance date.

The total fair value of these option grants at issuance was $ 7,091 .

On March 29, 2023, the Board of Directors approved, based upon

the recommendation of the Compensation Committee, cash bonuses totaling $ 550,750

to the officers of the Company.

In addition, the officers and an employee were awarded a total of 29,988

options with a ten-year term at an exercise price of $ 0.996 .

Of the options issued, 50%

vest over 2 years and 50% vest upon the Company’s common stock price exceeding various closing prices ranging from $6.00 -

$24.00 per share .

The total fair value of these option grants at issuance was $ 25,820 .

On May 3, 2023, the Board of Directors of the Company appointed Bettina

Cockroft, M.D., M.B.A as an independent member of the Company’s Board of Directors.

Cockroft was granted a ten-year option

to purchase 2,099 shares of Company common stock at an exercise price of $ 1.67 vesting in 36 equal monthly installments succeeding the

issuance date.

The total fair value of these option grants at issuance was $ 3,514 .

On August 4, 2023, the Board of Directors approved the issuance of

6,500 options to Dr.

The options have a ten-year term at an exercise price of $ 2.27 and vest in 36 equal monthly installments

succeeding the issuance date .

The total fair value of these option grants at issuance was $ 12,771 .

On August 27, 2023, the Board of Directors approved the issuance of

193,690 options to the board of directors.

The options have a ten-year term at an exercise price of $ 1.90 and vest on the first anniversary

date of issuance .

The total fair value of these option grants at issuance was $ 313,846 .

During the years ended December 31, 2023 and 2022, the Company recognized

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had $ 718,042 of unrecognized expenses related to options.

The following table summarizes the stock option activity for the year ended

December 31, 2022 and 2021:

The following table summarizes the stock option activity for the years

ended December 31, 2023 and 2022:

Schedule of stock option activity

Weighted-Average Exercise Price Per Share

Weighted-Average Exercise Price

Outstanding, December 31, 2021

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Outstanding, December 31, 2023

Exercisable, December 31, 2023

The aggregate fair value of the options measured during the year ended

December 31, 2023 were calculated using the Black-Scholes option pricing model based on the following assumptions:

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

Schedule of assumptions options

December 31, 2023

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As of December 31, 2023, the outstanding stock options have a weighted

average remaining term of 6.73 years and the aggregate intrinsic value of options vested and outstanding were $ 9,626 .

average remaining term of 8.54 years and the aggregate intrinsic value of options vested and outstanding was $ 8,217 .

As of December 31,

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ended December 31, 2023 and 2022:

Schedule of warrant activity

Weighted-Average Exercise Price Per Share

Schedule of warrants activity

Weighted-Average Exercise Price

Outstanding, December 31, 2021

Outstanding, December 31, 2022

( 3,741,958 )

Outstanding, December 31, 2023

On October 16, 2023, the Company entered into a warrant exercise

inducement offer letter (the “Inducement Letter”) with a holder of certain existing warrants (“Holder”) to

receive new warrants to purchase up to a number of shares of common stock equal to 200% (the “Inducement Warrants”) of

the number of warrant shares issued pursuant to the exercise of such certain existing warrants to purchase shares of common stock

(the “Existing Warrants”) pursuant to which the Holder agreed to exercise for cash their Existing Warrants to purchase

up to 1,878,000 shares

of the Company’s common stock, at a Reduced Exercise Price (as defined below), in exchange for the Company’s agreement

to issue the Inducement Warrants to purchase up to 3,756,000 shares

of the Company’s common stock (the “Inducement Warrant Shares”).

The Existing Warrants consist of:

(i) warrants,

originally issued on December 22, 2020 and amended on December 5, 2022;

(ii) warrants, originally issued on January 10, 2022 and

amended on December 5, 2022;

and (iii) warrants issued on December 5, 2022.

Pursuant to the Inducement Letter, the exercise price

for such Existing Warrants was reduced to $1.28 per share (the “Reduced Exercise Price”).

In connection with the warrant

inducement, the Company estimated the fair value of the warrants based on the Black-Scholes option pricing model and recorded a

deemed dividend to additional paid in capital of $ 5,571,694 .

The aggregate fair value of the warrants measured during the year ended

December 31, 2023 were calculated using the Black-Scholes option pricing model based on the following assumptions:

of assumptions warrants

December 31, 2023

Fair value of common stock on measurement date

$1.62 per share

Risk free interest rate (1)

Volatility (2)

Dividend yield (3)

Expected term (in years)

The risk-free interest rate was determined by management using the market yield on U.S.

Treasury securities with comparable terms as of the measurement date.

The trading volatility was determined by calculating the volatility of the Company.

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

During the year ended December 31, 2023, the Company received

in cash proceeds from the exercise of 204,957

warrants previously issued at an exercise price range of $0.01 to $0.03.

During the year ended December 31, 2021, the

Company received $ 332,750

in cash proceeds from the exercise of 5,041

in net cash proceeds from the exercise of 1,787,000 warrants issued at an exercise price of $1.28, 238,958

warrants previously issued at an exercise price of $3.03 and 1,625,000

warrants previously issued at an exercise price of $0.001.

In addition, the Company received notices to exercise 83,187

warrants on a cashless basis resulting in the issuance of 58,544

shares of common stock.

As of December 31, 2022 the outstanding and exercisable warrants have a

weighted average remaining term of 4.84 years and with an intrinsic value of $ 3,898,375 .

During the year ended December 31, 2022, the Company received $ 2,734

in cash proceeds from the exercise of 204,957 warrants previously issued at an exercise price range of $0.01 to $0.03.

As of December 31, 2023 the outstanding and exercisable warrants have

a weighted average remaining term of 4.64 years and had no intrinsic value.

Restricted Stock Units

On April 28, 2022, the Compensation Committee approved cash bonuses totaling

$ 213,000 to the officers of the Company.

In addition, the officers and employees were awarded a total of 9,523 Restricted Stock Units

that partially vest over 4 years.

On April 28, 2022, the Compensation Committee approved cash bonuses

totaling $ 213,000 to the officers of the Company.

In addition, the officers and employees were awarded a total of 9,523 Restricted Stock

Units that partially vest over 4 years.

The Company valued the RSUs based on the stock price at grant which total $ 95,399 .

During the year ended December 31, 2022, the Company recognized $ 17,887

of stock-based compensation, related to outstanding stock RSUs.

At December 31, 2022, the Company had $ 77,512 of unrecognized expenses

related to outstanding RSUs.

The following table summarizes the RSUs activity for

the year ended December 31, 2022:

Schedule of RSU activity

Weighted-Average Grant Date Fair Value

During the years ended December 31, 2023 and 2022, the Company recognized

$ 23,850 and $ 17,887 of stock-based compensation, related to outstanding RSUs, respectively.

At December 31, 2023, the Company had $ 53,661

of unrecognized expenses related to outstanding RSUs.

The following table summarizes the RSUs activity

for the years ended December 31, 2023 and 2022:

Schedule of restricted stock units activity

Weighted-Average

Non-vested, December 31, 2021

Non-vested, December 31, 2022

Non-vested, December 31, 2023

Performance Units

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For awards granted in 2022, they vest as follows:

(i) 9,521 of the PU grant will vest if within 24 months from issuance the average

the closing price of the Company’s common stock over a ten trading day period exceeds $60.00 (subject to pro rata adjustment

for stock splits or similar events), (ii) 9,521 of the PU grant will vest if within 36 months from issuance the average the closing

price of the Company’s common stock over a ten trading day period exceeds $120.00 (subject to pro rata adjustment for stock

splits or similar events) and (iii) 9,521 of the PU grant will vest if within 24 months from issuance the Company achieves

“Positive Interim, Clinical Data” as defined by the Board of Directors.

To the extent that the market and/or

“Positive Interim Clinical Data” conditions are not met, the applicable portions of the PUs will not vest and will be

The fair value at grant date of these performance units was $ 169,663 .

Compensation expense is recognized over the derived service period for the PUs with market conditions and over the requisite service

period for PUs with performance conditions on the date when achievement of such conditions are deemed probable.

(i) 9,521 of the PU grant will vest

if within 24 months from issuance the average the closing price of the Company’s common stock over a ten trading day period exceeds

$60.00 (subject to pro rata adjustment for stock splits or similar events), (ii) 9,521 of the PU grant will vest if within 36 months from

issuance the average the closing price of the Company’s common stock over a ten trading day period exceeds $120.00 (subject to pro

rata adjustment for stock splits or similar events) and (iii) 9,521 of the PU grant will vest if within 24 months from issuance the Company

achieves “Positive Interim, Clinical Data” as defined by the Board of Directors.

To the extent that the market and/or “Positive

Interim Clinical Data” conditions are not met, the applicable portions of the PUs will not vest and will be cancelled.

value at grant date of these performance units was $ 169,663 .

Compensation expense is recognized over the derived service period for the

PUs with market conditions and over the requisite service period for PUs with performance conditions on the date when achievement of such

conditions are deemed probable.

The fair value of each performance unit with market conditions (vesting

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price $10.02, hurdle prices ranging from $60.00 -$120.00, expected terms ranging from 2-3 years, cost of equity 18.7% and risk-free rate

During the year ended December 31, 2022, the Company recognized $ 21,928

for vesting term (i), $ 13,787 for vesting term (ii) and $ 0 for vesting term (iii), related to outstanding stock PUs.

At December 31, 2022,

the Company had $ 133,948 of unrecognized expenses related to PUs.

The following table summarizes the PUs activity for

the year ended December 31, 2022:

During the years ended December 31, 2023 and 2022, the Company

recognized $ 15,203

for vesting term (i), $ 18,382 and $ 13,787 for vesting (ii) and $ 0 and $ 0 for vesting term (iii), related to outstanding stock PUs, respectively.

At December 31, 2023, the Company had $ 100,362

of unrecognized expenses related to PUs.

The following table summarizes the PUs activity

for the years ended December 31, 2023 and 2022:

Schedule of performance units activity

Weighted-Average Grant Date Fair Value

Weighted-Average

Non-vested, December 31, 2021

Non-vested, December 31, 2022

Non-vested, December 31, 2023

Note 5 – Commitments and Contingencies

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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.

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

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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.

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

and Development Agreement with Houston Pharmaceuticals, Inc.

HPI is affiliated with Dr.

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During the years ended December 31, 2023 and 2022, the Company recognized

$ 275,000 and $ 450,000 related to this agreement, respectively.

$ 50,000 and $ 275,000 , respectively, related to this agreement.

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

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respectively related to the purchase of pharmaceutical products from HPI.

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

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.

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.

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.

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.

WPD 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 31,

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 due from

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

As of December 31,

2022, the Company has received payments for the first and second amounts due for a total of $ 393,182

and has entered into a settlement agreement whereby WPD agreed to return 168 vials (approximately 40% of the total) to us in

settlement of the final amount owed.

On October 24, 2022, the Company received confirmation from our third party depot service

provider that the vials had been transferred into our inventory.

As such, this matter is now fully resolved.

On November 21, 2022, CNS entered into an Investigational Medicinal

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As of December 31, 2022,

31, 2022, the reference standards had been delivered and were recognized in Accounts Receivable and as a reduction to research & development

As of March 29, 2023, the first batch of berubicin drug product vials have been ordered but not yet delivered.

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.

the reference standards were delivered, and the Company recognized $ 1,302 in accounts receivable and as a reduction to research and development

In April 2023, the first batch of berubicin drug product vials were delivered, and the Company recognized $ 196,303 in accounts

receivable and as a reduction to research and development expense.

As of December 31, 2023, the outstanding accounts receivable balance

of $ 197,605 was collected in full.

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

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cases per year.

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

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

During that period

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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.

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

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the years ended December 31, 2023 and 2022, the Company paid $ 55,092 and $ 58,222 , respectively.

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 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.

During the year ended December

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.

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

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

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Waldemar Priebe, our founder.

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 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

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 payments:

(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.

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

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

the products.

Nasdaq Capital Markets Listing Qualifications

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 Nasdaq.

The Company was initially provided an initial period of 180 calendar days,

or until August 17, 2022, to regain compliance with the Bid Price Rule.

The Company was granted a second 180 calendar day period, or until

February 13, 2023, to regain compliance since it met 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.

On November 28, 2022, the Company’s Board of Directors effected a

one-for-thirty (1:30) reverse stock split of the Company’s common stock pursuant to such

authority granted by the Company’s stockholders at the Company’s annual meeting of stockholders completed on August 25, 2022.

On December 13, 2022, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with Bid Price Rule

5550(a)(2) as a result of the closing bid price of the Company’s common stock being at $1.00 per share or greater for the 10 consecutive

business days from November 29, 2022 through December 12, 2022.

Accordingly, the Company is in compliance with the Bid Price Rule and

Nasdaq considers the matter closed.

Note 7 – 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:

On August 17, 2023, we received a letter from the Listing Qualifications

Department of Nasdaq which notified us that we were not in compliance with Nasdaq’s Listing Rule 5550(b)(1), which requires that

we maintain a minimum of $ 2.5 million in stockholders’ equity, and that we also did not, at such time, meet the alternatives of

market value of listed securities or net income from continuing operations set forth in the Listing Rule.

The letter did not have any immediate effect on the listing of our

common stock on Nasdaq and we had 45 calendar days to submit a plan to regain compliance.

We timely submitted our plan to regain compliance

with the Listing Rule, our plan was accepted and the Staff granted an extension until February 13, 2024 to evidence compliance.

On February 14, 2024, the Staff notified the Company that it had not

complied with the Listing Rule and as such did not meet the terms of the extension.

The Staff letter stated that unless the Company timely

requests a hearing before a Hearings Panel, the Company would be subject to delisting.

Accordingly, the Company timely requested a hearing

before the Panel, with such hearing scheduled for April 18, 2024.

The hearing request automatically stayed any suspension or delisting

action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.

In that regard,

the Panel has the discretion to grant the Company an extension not to exceed August 12, 2024.

– 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

6 unchanged sentences

Provision for income taxes

Significant components of the Company’s deferred tax assets and liabilities

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

2 unchanged sentences

Stock-based compensation

Capitalized 174 expenses

Deferred income tax liability

4 unchanged sentences

Net deferred income tax assets

As of December 31, 2022, the Company has an operating loss carry

forward of approximately $ 40,966,000 ,

which expires commencing in 2037.

Note 8 – Subsequent Events

Subsequent to December 31, 2022, a total of 609,000

Pre-Funded Warrants (exercisable into one share of common stock at a price per share of $0.001) were exercised by investors in the financing

completed on November 30, 2022.

On March 29, 2023, the Board of Directors approved,

based upon the recommendation of the Compensation Committee, cash bonuses totaling $550,750 to the officers of the Company.

the officers were awarded a total of 29,988 Options that partially vest over 4 years, partially vest upon the Company’s common stock

price exceeding various closing prices ranging from $6.00 - $24.00 per share.

As of December 31, 2023, the Company has an operating loss carry forward

of approximately $ 31,771,000 , which expires commencing in 2037.

– Subsequent Events

On January 29, 2024, the Company entered into a placement agency

agreement with A.G.P./Alliance Global Partners (“AGP”) and Maxim Group LLC (“Maxim” and collectively with

AGP, the “Placement Agents”) (the “Placement Agreement”) for the public offering by the Company of

(i) 2,215,667 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the

“Common Stock”) (ii) pre-funded warrants to purchase 11,117,667 shares of Common Stock (the “Pre-Funded

(iii) Series A Warrants to purchase up to an aggregate of 13,333,334 shares of Common Stock (the

“Series A Warrants”);

and (iv) Series B Warrants to purchase up to an aggregate of 13,333,334 shares of Common Stock

(the “Series B Warrants”, and together with the Series A Warrants, the “Common Warrants)).

The Common Warrants and

Pre-Funded Warrants are collectively referred to herein as the (“Warrants”).

The combined purchase price of one share of

Common Stock and accompanying Common Warrants was $0.30 and the combined purchase price of one Pre-Funded Warrant and accompanying

Common Warrants was $0.299.

In connection with the offering, the Company entered into a Securities Purchase Agreement (the

“Purchase Agreement”) with certain institutional investors that participated in the offering.

As of April 1, 2024,

2,204,667 of the Pre-Funded Warrants have been exercised.

The closing of the sales of these securities occurred on February 1,

The gross proceeds to the Company from the offering were $3,988,883, before deducting the placement agents’ fees and other

offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants.

On January 29, 2024, the Company entered into a warrant amendment agreement

(the “Warrant Amendment”) pursuant to which the Company agreed, subject to shareholder approval, to amend certain existing

warrants to purchase up to an aggregate of 3,756,000 shares of Common Stock at an exercise price of $1.28 per share and a termination

date of October 16, 2028, so that the amended warrants will have a reduced exercise price of $0.30 per share and a new termination date

of February 1, 2029.

If shareholder approval is not received, such existing warrants will have an exercise price equal to the Nasdaq minimum

price on the six-month anniversary of February 1, 2024 and a new termination date of February 1, 2029.

The other terms of

such warrants will remain unchanged.

On January 19, 2024, the Company approved the issuance of 12,420 options

Mahery as compensation for her appointment to our Board of Directors.

The options have a ten-year term at an exercise price of

$0.253 and vest in 36 equal monthly installments succeeding the issuance date.

On February 27, 2024, we received a deficiency letter from the Listing

Qualifications Department of the Nasdaq Stock Market notifying us that for the last 30 consecutive business days the bid price for our

common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to

Nasdaq Listing Rule 5550(a)(2).

The notification received had no immediate effect on our Nasdaq listing.

In accordance with Nasdaq Listing

Rule 5810(c)(3)(A) (the “Bid Price Rule”), we have been provided an initial period of 180 calendar days, or until August 26,

2024, to regain compliance with the Bid Price Rule.

If, at any time before that date, the bid price for the Company’s common stock

closes at $1.00 or more for a minimum of 10, though generally not more than 20, consecutive business days as required under the compliance

period rule, Nasdaq will provide written notification to us that we are in compliance with the Bid Price Rule.

If we are not in compliance

with the Bid Price Rule by August 26, 2024, we may be afforded a second 180 calendar day period to regain compliance.

To qualify, we would

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

for The Nasdaq Capital Market, except for the minimum bid price requirement.

In addition, we would be required to notify Nasdaq of its

intent to cure the minimum bid price deficiency, which may include, if necessary, implementing a reverse stock split.

In March 2024, the Board of Directors approved, based upon the recommendation

of the Compensation Committee, cash bonuses totaling $240,608 to the officers of the Company payable upon completion of a subsequent round

of financing and a determination by the Board that such financing is sufficient for the Company's needs after payment of such bonus.

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