What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-15 · 315 added, 221 removed, 347 unchanged (61% of the section changed)

20 unchanged sentences

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 10,668,932 and 6,214,598 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 300,000,000 shares authorized and 1,443,274 and

124,306 shares issued and outstanding, respectively

Additional paid-in capital

6 unchanged sentences

Total Liabilities and Stockholders' Equity (Deficit)

See accompanying notes to the unaudited financial statements.

See accompanying notes to

the unaudited financial statements.

CNS Pharmaceuticals, Inc.

Statements of Operations

Three Months Ended

March 31, 2024

March 31, 2023

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Operating expenses:

5 unchanged sentences

( 4,025,386 )

( 6,072,989 )

( 8,951,897 )

Other income (expenses):

4 unchanged sentences

$ ( 4,021,234 )

$ ( 6,075,501 )

$ ( 8,953,181 )

Loss per share - basic

2 unchanged sentences

Weighted average shares outstanding - diluted

See accompanying notes to the unaudited financial statements.

See accompanying notes to the unaudited financial

Pharmaceuticals, Inc.

1 unchanged sentence

Stockholders' Equity (Deficit)

For the three months ended March 31, 2024 and 2023

For the six months

ended June 30, 2024 and 2023

Stockholders'

11 unchanged sentences

( 4,430,527 )

Common stock issued for cash and warrants, net

Exercise of warrants, net

Stock-based compensation

Adjustment related to reverse stock split

( 2,530,753 )

Balance, June 30, 2024

$ ( 75,642,404 )

$ ( 4,293,601 )

Balance December 31, 2022

6 unchanged sentences

( 55,647,624 )

Common stock issued for cash, net

Exercise of warrants

Stock-based compensation

( 4,021,234 )

Balance, June 30, 2023

$ ( 59,668,858 )

See accompanying notes to the unaudited financial statements.

1 unchanged sentence

Statements of Cash Flows

Three Months Ended

March 31, 2024

March 31, 2023

Six Months Ended

June 30, 2024

June 30, 2023

Cash Flows from Operating Activities:

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Cash Flows from Financing Activities:

Payments of deferred offering costs

Payments on notes payable

Proceeds from exercise of warrants

Proceeds from sale of common stock

Net cash provided by (used in) financing activities

Proceeds from sale of common stock and warrants, net

Net cash provided by financing activities

Net change in cash and cash equivalents

6 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Reclassification of deferred offering

costs to equity

See accompanying notes to the unaudited financial statements.

Reclassification of deferred offering costs to equity

See accompanying notes to the unaudited financial

CNS Pharmaceuticals, Inc.

12 unchanged sentences

financial statements and footnotes.

On April 30, 2024, 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-50.

The reverse stock split became effective on June 4, 2024 on a 1-for-50 basis without 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 – Summary of Significant Accounting

Basis of Presentation - The accompanying unaudited financial

statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America

GAAP”) for interim unaudited financial information.

Accordingly, they do not include all of the information and footnotes

required by generally accepted accounting principles for complete financial statements.

The unaudited financial statements include all

adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed

financial statements not misleading.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the

final results that may be expected for the year ending December 31, 2024.

of Presentation - The accompanying unaudited financial statements of the Company have been prepared in accordance with

accounting principles generally accepted in the United Stated of America (“U.S.

GAAP”) for interim unaudited financial

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting

principles for complete financial statements.

The unaudited financial statements include all adjustments (consisting of normal

recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the final results

that may be expected for the year ending December 31, 2024.

For more complete financial information, these unaudited financial

statements should be read in conjunction with the audited financial statements for the period ended December 31, 2023 included in our

Form 10-K filed with the SEC on April 1, 2024 (“Form 10-K”).

Notes to the financial statements which would substantially duplicate

the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been

statements should be read in conjunction with the audited financial statements for the period ended December 31, 2023 included in

our Form 10-K filed with the SEC on April 1, 2024 (“Form 10-K”).

Notes to the financial statements which would

substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported

in the Form 10-K, have been omitted.

Liquidity and Going Concern - These financial statements have

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The amount in excess of

the FDIC insurance as of March 31, 2024 was $ 565,226 .

the FDIC insurance as of June 30, 2024 was $ 1,241,559 .

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.

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 for stock options and restricted stock units.

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 for stock options and restricted stock units.

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

9 unchanged sentences

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

As of March 31, 2024, the Company’s potentially

As of June 30, 2024, the Company’s potentially

dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 1,551,422

1 unchanged sentence

shares, respectively.

As of March 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 3,524,252 common shares, unvested restricted stock units of 9,523 common

shares, unvested performance units of 28,563 and options for 126,489 common shares, respectively.

As of June 30, 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 45,399 common shares, unvested restricted stock units of 193 common shares,

unvested performance units of 577 and options for 2,591 common shares, respectively.

Note 3 – Note Payable

On November 28, 2023, the Company entered into a short-term note payable

for an aggregate of $ 329,571 ,

bearing interest at 9.74 %

per year to finance certain insurance policies.

Principal and interest payments related to the note will be repaid over an 11-month period

with the final payment due on October

As of March 31, 2024 the Company’s note payable balance was $ 213,104 .

for an aggregate of $ 329,571 , bearing interest at 9.74 % per year to finance certain insurance policies.

Principal and interest payments

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

As of June 30, 2024 the Company’s

note payable balance was $ 123,248 .

Note 4 – Equity

The Company has authorized 75,000,000 shares

of common stock having a par value of $ 0.001 per

In addition, the Company authorized 5,000,000 shares

of preferred stock to be issued having a par value of $ 0.001 .

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 May 2, 2024, the Company filed a

Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to

increase the number of the Company’s authorized shares of common stock from 75,000,000 shares to

300,000,000 shares.

On May 2, 2024, the Company filed

a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to

increase the number of the Company’s authorized shares of common stock from 75,000,000 shares to 300,000,000 shares.

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

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

On April 30, 2024, 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-50, 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-fifty (1:50) 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 June 4, 2024 on a 1-for-50 basis

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

On April 30, 2024, the Company held its scheduled 2024 Annual Meeting

of Stockholders at which the Company’s stockholders approved amendments to the Company's 2020 Equity Plan (the “2020 Plan”)

including an increase in the number of shares of common stock, par value $ 0.001 per share, authorized for issuance under the 2020 Plan

by 70,000 shares.

As amended, the number of shares of the common stock that may be issued under the 2020 Plan is 86,916 shares (this includes

the 70,000 share increase).

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

Agents”) (the “Placement Agreement”) for the public offering by the Company of (i) 44,314

shares (the “Shares”) of the Company’s common stock, par value $ 0.001

per share (the “Common Stock”) (ii) pre-funded warrants to purchase 222,354

shares of Common Stock (the “Pre-Funded Warrants”);

(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

(iii) Series A Warrants to purchase up to an aggregate of

shares of Common Stock (the “Series A Warrants”);

and (iv) Series B Warrants to purchase up to an aggregate of 266,667

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”).

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.

The combined purchase

price of one share of Common Stock and accompanying Common Warrants was $ 15.00

and the combined purchase price of one Pre-Funded Warrant and accompanying Common Warrants was $ 14.95 .

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, 44,094

1 unchanged sentence

The closing of the sales of these securities occurred on February 1, 2024.

net proceeds to the Company from the offering were $ 3,331,000 , after deducting the placement agents’ fees and other offering expenses.

net proceeds to the Company from the offering were $ 3,331,000 ,

after deducting the placement agents’ fees and other offering expenses.

On June 14, 2024, the Company entered into securities purchase agreements

with institutional investors for the sale by the Company of 336,000

shares of the Company’s common stock and pre-funded warrants to purchase 30,000

shares of common stock in lieu thereof (the “June 14 Pre-Funded Warrants”) in a registered direct offering.

In a concurrent

private placement, the Company also sold to the investors unregistered warrants to purchase up to an aggregate of 366,000

shares of common stock (the “June 14 Common Warrants”).

The combined purchase price of one share of common stock (or

pre-funded warrant in lieu thereof) and accompanying June 14 Common Warrant was $ 3.75 .

The closing of this offering and private placement occurred on June 17, 2024.

Subject to certain ownership limitations, each of the June 14 Common

Warrants is immediately exercisable, has an exercise price of $3.62 per share, and expire five years from the date of issuance.

Subject to certain ownership limitations, each June 14 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).

The gross proceeds to the Company from the offering was

approximately $ 1.37

million, resulting in net proceeds, after payment of commissions and expenses, received by the Company of $ 1,203,259 .

On June 26, 2024, the Company entered into securities purchase agreements

with institutional investors for the sale by the Company of 568,000 shares of the Company’s common stock in a registered direct

In a concurrent private placement, the Company also sold to the investors unregistered warrants to purchase up to an aggregate

of 568,000 shares of common stock (the “June 26 Common Warrants”).

The combined purchase price of one share of common stock

and accompanying June 26 Common Warrant was $ 2.45 .

The closing of the offering and private placement occurred on June 27, 2024 (the “Closing

Subject to certain ownership limitations, each of the June 26 Common

Warrants is immediately exercisable, has an exercise price of $ 2.32 per share, and expire five years from the date of issuance.

26 Common Warrants may only be exercised on a cashless basis if there is no registration statement registering, or a prospectus contained

therein in not available for, the resale of the shares of common stock underlying the June 26 Common Warrants.

The gross proceeds to the

Company from the offering were approximately $ 1.39 million resulting in net proceeds, after payment of commissions and expenses, received

by the Company of $ 1,221,154 .

Stock Options

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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.

The total fair value of these

option grants at issuance was $ 2,728 .

During the three months ended March 31, 2024

and 2023, the Company recognized $ 192,375 and $ 272,446 of stock-based compensation, respectively, related to outstanding stock options.

At March 31, 2024, the Company had $ 528,432 of unrecognized expenses related to outstanding options.

The options have a ten-year term

at an exercise price of $ 12.65 and vest in 36 equal monthly installments succeeding the issuance date .

The total fair value of these option

grants at issuance was $ 2,728 .

On April 7, 2024, the Board of Directors approved grants of 5,330 options

to officers, employees, and board of directors.

The options have a ten-year term at an exercise price of $ 12.93 .

Of the 5,330 options

issued, 1,750 options vest on the first anniversary or at the time of the 2025 shareholder meeting, whichever occurs first and 3,580 options

vest in 36 equal monthly installments over 3 years .

The total fair value of these option grants at issuance was $ 58,335 .

During the six months ended June 30, 2024 and 2023, the Company

recognized $ 412,749 and $ 544,248 of stock-based compensation, respectively, related to outstanding stock options.

At June 30, 2024, the

Company had $ 366,400 of unrecognized expenses related to outstanding options.

The following table summarizes

the stock option activity for the three months ended March 31, 2024:

the stock option activity for the six months ended June 30, 2024:

Schedule of stock option activity

1 unchanged sentence

Outstanding, December 31, 2023

Outstanding, March 31, 2024

Exercisable, March 31, 2024

The aggregate fair value of the options measured during the three months

ended March 31, 2024 were calculated using the Black-Scholes option pricing model based on the following assumptions:

Outstanding, June 30, 2024

Exercisable, June 30, 2024

The aggregate fair value of the options measured during the six months

ended June 30, 2024 were calculated using the Black-Scholes option pricing model based on the following assumptions:

Schedule of assumptions

Three Months Ended

December 31, 2024

Six Months Ended

June 30, 2024

Fair value of common stock on measurement date

$ 0.253 per share

$12.65 to $12.93 per share

Risk free interest rate (1)

3.80 % to 4.39 %

Volatility (2)

102.25 % to 118.36 %

Dividend yield (3)

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

As of March 31, 2024, the outstanding stock options have a weighted

average remaining term of 8.35 years and aggregate intrinsic value of options vested and outstanding of $ 1,354 .

As of March 31, 2024,

there were no awards remaining to be issued under the 2017 Plan and 533,190 awards remaining to be issued under the 2020 Plan.

As of June 30, 2024, the outstanding stock options have a weighted

average remaining term of 8.83 years and no aggregate intrinsic value.

As of June 30, 2024, there were no awards remaining to be issued

under the 2017 Plan and 69,973 awards remaining to be issued under the 2020 Plan.

Stock 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.

During the three months ended March 31, 2024, the Company received

$ 12,405 in cash proceeds from the exercise of 2,204,667 warrants issued at an exercise price of $0.299 and 34,000 warrants previously

issued at an exercise price of $0.30.

(the “Warrant Amendment”) pursuant to which the Company agreed, subject to shareholder approval (which was received on April

30, 2024), to amend certain existing warrants to purchase up to an aggregate of 75,120 shares of Common Stock at an exercise price of

$64.00 per share and a termination date of October 16, 2028, so that the amended warrants will have a reduced exercise price of $15.00

per share and a new termination date of February 1, 2029.

During the six months ended June 30, 2024, the Company received $ 21,326

in cash proceeds from the exercise of 253,034 warrants previously issued at an exercise price range of $0.001 to $15.00.

The following table summarizes the stock warrant

activity for the three months ended March 31, 2024:

Schedule of stock warrant activity

activity for the six months ended June 30, 2024:

Schedule of stock warrant

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2023

( 2,238,667 )

Outstanding, March 31, 2024

Exercisable, March 31, 2024

As of March 31, 2024, the outstanding and exercisable warrants have

Outstanding, June 30, 2024

Exercisable, June 30, 2024

As of June 30, 2024, the outstanding and exercisable warrants have

a weighted average remaining term of 4.22 years and had no aggregate 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.

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

During the three months ended March 31,

2024, the Company recognized $ 5,962

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

At March 31, 2024, the Company had $ 47,699

On April 28, 2022, the Board of Directors granted officers and employees

a total of 193 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 .

On April 7, 2024, the Board of Directors approved grants of 5,330 RSUs

to officers, employees, and board of directors.

Of the 5,330 RSUs issued, 1,750 RSUs vest on the first anniversary or at the time of the

2025 shareholder meeting, whichever occurs first and 3,580 RSUs vest in 8 equal quarterly installments over 2 years .

The Company valued

the RSUs based on the stock price at grant which total $ 69,027 .

During the six months ended June 30, 2024,

the Company recognized $ 19,566 of stock-based compensation, related to outstanding stock RSUs.

At June 30, 2024, the Company had $ 103,123

of unrecognized expenses related to outstanding RSUs.

The following table

summarizes the RSUs activity for the three months ended March 31, 2024:

Schedule of restricted stock units activity

The following table summarizes

the RSUs activity for the six months ended June 30, 2024:

Schedule of RSUs activity

Weighted-Average Grant Date Fair Value

Non-vested, December 31, 2023

Non-vested, March 31, 2024

Non-vested, June 30, 2024

Performance Units

2 unchanged sentences

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

(i) 191 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

$3,000 (subject to pro rata adjustment for stock splits or similar events), (ii) 191 of the PU grant will vest if within 36 months from

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price $501, hurdle prices ranging from $3,000 -$6,000, expected terms ranging from 2-3 years, cost of equity 18.7% and risk-free rate

During the three months ended March 31,

2024, the Company recognized $ 4,596 related

to outstanding stock PUs.

At March 31, 2024, the Company had $ 95,766

of unrecognized expenses related to PUs.

During the six months ended June 30, 2024,

the Company recognized $ 4,963 related to outstanding stock PUs.

At June 30, 2024, the Company had $ 95,399 of unrecognized expenses

related to PUs.

The following table summarizes

the PUs activity for the three months ended March 31, 2024:

Schedule of performance units activity

the PUs activity for the six months ended June 30, 2024:

Schedule of PUs activity

Weighted-Average Grant Date Fair Value

Non-vested, December 31, 2023

Non-vested, March 31, 2024

Non-vested, June 30, 2024

Note 5 – Commitments and Contingencies

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The Scientific Advisory board consisted of Dr.

Waldemar Priebe, our founder and related party,

Each scientific advisory board member shall receive annual cash compensation of $68,600.

As of August 25, 2022, Dr.

Waldemar Priebe is no longer a member of the Scientific Advisory Board.

On March 14, 2024, the Board of Directors terminated the cash

compensation program for the Scientific Advisory Board.

As of March 31, 2024, the Company has accrued $ 185,884 related to Mr.

Scientific Advisory Board compensation.

Waldemar Priebe, our founder, and Dr.

Under this compensation policy, each scientific advisory board member was to receive annual cash compensation of $68,600.

25, 2022, Dr.

Waldemar Priebe was no longer a member of the Scientific Advisory Board.

On March 14, 2024, the Board of Directors terminated

the cash compensation program for the Scientific Advisory Board.

As of June 30, 2024, the Company has accrued $ 177,309 related to

Hsu’s Scientific Advisory Board compensation.

WP744 Portfolio (Berubicin)

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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.

Waldemar Priebe,

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

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 6,667 shares of the Company’s

common stock valued at $1.35 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

During the three months ended March 31, 2024 and 2023, the Company recognized $ 12,500

Waldemar Priebe, our founder.

Pursuant to this agreement, the Company obtained a worldwide exclusive license to the chemical compound commonly known as WP744.

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

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

In addition, the Company issued 134 shares of the Company’s common stock valued at $67.50 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 six months ended June 30, 2024 and 2023, the Company recognized

$ 25,000 and $ 25,000 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.

On May 14, 2024, the Company provided notice to HPI of its intent to terminate the HPI License effective on or

about July 14, 2024.

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.

On May 14, 2024, the Company provided notice to HPI of its intent to terminate the HPI License

effective on or about July 14, 2024.

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

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Priebe, our founder.

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

Product Supply Agreement with Pomeranian Medical University (“PUM”) in Szczecin, Poland.

CNS agreed to sell berubicin hydrochloride

drug product (and related reference standards) to PUM at a discount to the historical cost of manufacturing so that PUM may conduct an

investigator-initiated clinical trial of Berubicin in CNS lymphomas.

PUM agreed to pay CNS the following payments:

(i) PLN 5,870 upon

delivery of 2 vials each of berubicin and berubicinol reference standards, (ii) PLN 873,201 upon delivery of a first batch of 150 berubicin

drug product vials, and (iii) PLN 873,201 upon delivery of a second batch of 150 berubicin drug product vials.

As of December 31, 2022,

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

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Waldemar Priebe, our founder, 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”)

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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.

On January 10, 2020, Company entered into a Patent

and Technology License Agreement (the “WP1244 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.

Company has not met the commercial diligence milestones and has not paid the annual maintenance fee required as of the date hereof.

April 25, 2024, UTMDACC provided notice to the Company of its intent to terminate the WP1244 Agreement if the Company fails to pay the

annual maintenance fee of $50,000, as well as $1,300 in expenses.

As of the date hereof, the Company has not determined whether to cure

the foregoing defaults.

If the Company fails to cure the defaults, on May 25, 2024, the WP1244 Agreement will terminate..

During the three

months ended March 31, 2024 and 2023, the Company paid $ 694 and $ 11,744 , 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.

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

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

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

This agreement was extended and now expires on March

The principal investigator for this agreement is Dr.

Waldemar Priebe, our founder.

Pursuant to the

WP1244 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 WP1244 Agreement.

The term of the WP1244 Agreement expires on the last to

(a) the expiration of all patents subject to the WP1244 Agreement, or (b) fifteen years after execution;

provided that UTMDACC

has the right to terminate this WP1244 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 Company has not met the commercial diligence milestones

and has not paid the annual maintenance fee required as of the date hereof.

On April 25, 2024, UTMDACC provided notice to the Company

of its intent to terminate the WP1244 Agreement if the Company fails to pay the annual maintenance fee of $50,000, as well as $1,300 in

On May 25, 2024 the WP1244 Agreement was terminated.

There are no termination penalty provisions in the Agreement.

six months ended June 30, 2024 and 2023, the Company paid $ 1,994 and $ 27,341 , respectively.

Nasdaq Capital Markets Listing Qualifications

8 unchanged sentences

On May 6, 2024, the Company received notification from the Nasdaq Hearings

Panel (“Panel”) that it has granted an extension until July 15, 2024, to demonstrate compliance with Listing Rules 5550(a)(2)

The Company intends to implement its plan to meet the milestones set forth by the Panel prior to July 15, 2024.

Panel (“Panel”) that it had granted an extension until July 15, 2024, which was extended until August 12, 2024 to demonstrate

compliance with Listing Rules 5550(a)(2) and 5550(b).

On July 5, 2024, the Company received a letter from the Nasdaq Staff

notifying the Company that it had regained compliance with Bid Price Rule as a result of the closing bid price of the Company’s

common stock being at $ 1.00 per share or greater for the 20 consecutive business days from June 5, 2024, through July 3, 2024.

the Company is in compliance with the Bid Price Rule.

On August 7, 2024, the Company filed Form 8-K with the SEC indicating

that as of that date, the Company’s shareholders’ equity was above the $ 2.5 million continued listing equity requirement as

set forth in Listing Rule 5550(b)(1).

Note 6 – Subsequent Events

On April 7, 2024, the Compensation Committee recommended,

and the Board approved such recommendation, equity grants for service in 2023 from the Stock Plan a total of 179,000 Options that

vest over 3 years, and 179,000 Restricted Stock Units which vest over 2 years.

On April 30, 2024, the Company held its scheduled

2024 Annual Meeting of Stockholders at which the Company’s stockholders approved amendments to the Company's 2020 Equity Plan (the

“2020 Plan”) including an increase in the number of shares of common stock, par value $0.001 per share, authorized for issuance

under the 2020 Plan by 3,500,000 shares.

As amended, the number of shares of the common stock that may be issued under the 2020 Plan

is 4,345,800 shares (this includes the 3,500,000 share increase).

Subsequent to March 31, 2024, a total of 1,183,000 Warrants (exercisable

into one share of common stock at a price per share of $0.001) were exercised by investors.

On July 3, 2024, the Company entered into securities purchase agreements

with institutional investors for the sale by the Company of 1,425,000 shares of the Company’s common stock in a registered direct

In a concurrent private placement, the Company also sold to the investors unregistered warrants to purchase up to an aggregate

of 1,425,000 shares of common stock (the “July 3 Common Warrants”).

The combined purchase price of one share of common stock

and accompanying July 3 Common Warrant is $1.39.

The closing of this offering and private placement occurred on July 5, 2024.

Subject to certain ownership limitations, each of the July 3 Common

Warrants is immediately exercisable, has an exercise price of $1.26 per share, and expire five years from the date of issuance.

proceeds to the Company from the offering were approximately $1.98 million, before deducting the financial advisor fees and other estimated

offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the Common Warrants.

2024, the Company entered into a Sales Agreement (the “AGP ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“AGP”).

Pursuant to the terms of the AGP ATM Sales Agreement, the Company originally was permitted to sell from time to time through AGP, as

sales agent or principal, shares of the Company’s common stock, par value $0.001 per share with initial aggregate sales price of

up to $5.2 million.

On July 30, 2024, the Company increased the aggregate sales price of common shares that may be sold under the AGP

ATM Sales Agreement to $25.0 million (not including the original $5.2 million).

As of August 14, 2024, the Company has sold 28,704,761 Shares

pursuant to the Agreement for net proceeds of approximately $10.5 million.

On July 29, 2024, the Company entered into an Exclusive License Agreement

and Stock Purchase Agreement (collectively, the “Cortice Agreements”) with Cortice Biosciences, Inc.

pursuant to which Cortice granted the Company an exclusive license to the intellectual property rights related to certain patents around

the compound TPI 287 in the United States, Canada, Mexico and Japan.

The term of the license will expire, other than due to a breach of

the Cortice Agreements, at the end of the royalty term with respect to any licensed product in any of the included territories, which

begins upon the first commercial sale in such territory and ends on the latest of (i) ten years after such sale, (ii) the expiration of

regulatory or marketing exclusivity for such licensed product in such country, or (c) the expiration of the last to expire valid patent

claim in such country covering such licensed product.

Pursuant to the Cortice Agreements, the Company agreed to issue Cortice

573,368 shares of the Company’s common stock upon the closing of the transaction, which occurred on July 29, 2024, and 43,330 shares

of Company common stock upon the receipt of shareholder approval of such issuance as required by the rules of the Nasdaq Stock Market.

The Company also agreed to make milestone payments to Cortice in either cash or shares of Company common stock (at Cortice’s option)

(i) meeting the primary endpoint a pivotal trial for a licensed product – either $15.0 million or 411,132 shares of Company

common stock;

(ii) FDA acceptance of an New Drug Application for a licensed product – either $30.0 million or 822,264 shares of

Company common stock;

(iii) the first commercial sale in the United States of a licensed product – either $45.0 million or 1,233,395

shares of Company common stock;

and (iv) the first commercial sale in Japan of a licensed product – either $10.0 million or 205,566

shares of Company common stock.

The Company’s obligation to pay the above milestones in Company common stock is subject to the receipt

of shareholder approval as required by the rules of the Nasdaq Stock Market.

The Company also agreed to pay Cortice royalties on sales

of licensed products of between 3.0%-7.5%.

Finally, to the extent Cortice is required to pay any milestone payments to the original holder

of the intellectual property rights licensed, the Company has agreed to make such payments to Cortice.

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-Q

Item 1. Financial Statements