What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-04-01 · 461 added, 402 removed, 482 unchanged (64% of the section changed)

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Statements of Operations for the years ended December 31, 2024 and 2023

Statements of Stockholders’

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

Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

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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,

sheets of CNS Pharmaceuticals, Inc (the “Company”) as of December 31, 2024 and 2023, 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

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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.

The financial statements do

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

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 that raises substantial doubt about its ability to continue as a going concern.

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

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Basis for Opinion

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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.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audits 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

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Houston, Texas

March 31, 2025

CNS Pharmaceuticals, Inc.

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Deferred offering costs

Subscription receivable

Prepaid expenses and other current assets

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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

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

Common stock, $ 0.001 par value, 300,000,000 shares authorized and 1,413,556 and 2,486 shares issued and outstanding, respectively

Additional paid-in capital

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Loss per share - basic

$ ( 12,509.11 )

Loss per share - diluted

$ ( 12,509.11 )

Weighted average shares outstanding - basic

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See accompanying notes to the financial statements.

Pharmaceuticals, Inc.

Statements of

Stockholders' Equity (Deficit)

CNS Pharmaceuticals, Inc.

Statements of Stockholders' Equity (Deficit)

For the years ended December 31, 2024 and 2023

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( 69,566,903 )

Common stock issued for cash, net

( 4,432,115 )

Common stock issued for cash and warrants, net

Exercise of warrants, net

Stock-based compensation

Shares issued for license agreement

Stock issued for stock split rounding

( 14,857,801 )

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$ ( 84,424,704 )

$ ( 4,432,115 )

See accompanying notes to the financial

See accompanying notes to the financial statements.

CNS Pharmaceuticals, Inc.

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Stock-based compensation

Write off of deferred offering cost

Common stock issued for license agreement

Loss on disposal of fixed assets

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Accounts payable and accrued expenses

( 3,633,902 )

Net cash used in operating activities

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Prepaid expense financed with note payable

Reclassification of deferred offering costs to equity

Common stock issued for subscription receivable

Stock issued for stock split rounding

See accompanying notes to the financial statements.

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of anti-cancer drug candidates.

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

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 November 28, 2022 on a 1-for-30 basis without

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.

On November 26, 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 February 21, 2025 on a 1-for-50 basis without

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

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Actual results could differ from those estimates.

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.

Liquidity and Going Concern - These financial statements have

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

the normal course of business.

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

equity financings to continue operations.

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

and a net loss.

Management believes that the cash on hand, combined with aggressive working

capital management, will allow us to continue operating Within one year after the date that the financial statements are issued.

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.

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

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

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

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Schedule of estimated useful lives

of estimated useful lives or the term of the lease

Leasehold improvement

Shorter of estimated useful lives or the term of the lease

Computer equipment

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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 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.

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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.

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

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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.

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

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

four years from the date of grant.

two or four years from the date of grant.

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

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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.

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, 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 59,579 common

shares, unvested restricted stock units of 114 common shares, unvested performance units of 5 and options for 270 common shares, respectively.

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 1,732 common shares, unvested restricted stock units of 6 common shares, unvested performance

units of 19 and options for 157 common shares, respectively.

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.

The Company manages its operations as a

single segment for the purpose of assessing performance and making operating decisions.

The Company’s Chief Operating Decision

Maker (“CODM”) is its Chief Executive Officer.

The CODM allocates resources and evaluates the performance of the Company

using information about combined net income from operations.

All significant operating decisions are based upon an analysis of the

Company as one operating segment, which is the same as its reporting segment.

See statement of operations for information

about combined net income from operations.

Recent Accounting Pronouncements

The Company does not believe that any other recently issued effective

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

In November 2023, the FASB issued ASU No.

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure

requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment

The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable

We adopted ASU No.

2023-07 during the year ended December 31, 2024.

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” to

improve disclosures about the nature of expenses in commonly presented financial statement captions.

ASU 2024-03 is effective for all

public business entities for annual reporting periods beginning after December 15, 2026, on either a prospective or retrospective basis.

Early adoption permitted.

Management is currently evaluating the impact of this accounting standard update on its consolidated financial

statements and related disclosures.

Note 3 – Note Payable

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

for an aggregate of $ 449,874 , bearing interest at 5.88 % 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 31, 2023 .

As of December 31, 2023 and

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

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 December 31, 2024 and 2023, the Company’s note payable balance was $ 0

and $ 300,806 ,

respectively.

Note 4 – Equity

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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

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 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

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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

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 November 28, 2022 on a 1-for-30 basis

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.

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 1,400 shares.

As amended, the number of shares of the common stock that may be issued under the 2020 Plan is 1,739 shares (this includes

the 1,400 share increase).

On November 26, 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 February 21, 2025 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.

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) 889 shares (the “Shares”)

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

4,448 shares of Common Stock (the “Pre-Funded Warrants”);

(iii) Series A Warrants to purchase up to an aggregate of 5,342

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

and (iv) Series B Warrants to purchase up to an aggregate of 5,342 shares

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

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 $750.00 and the combined purchase price of one Pre-Funded Warrant and accompanying

Common Warrants was $747.50.

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 December 31, 2024, 4,448 of the Pre-Funded

Warrants have been exercised.

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

The 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 6,720 shares of the Company’s common stock and pre-funded warrants to

purchase 601 shares of common stock in lieu thereof (the “June 14 Pre-Funded Warrants”) in a registered direct offering.

a concurrent private placement, the Company also sold to the investors unregistered warrants to purchase up to an aggregate of 7,321 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 $187.50.

The closing of this offering and private placement occurred on June

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

Warrants is immediately exercisable, has an exercise price of $181.00 per share, and expire five years from the date of issuance.

June 14 Pre-Funded Warrant is exercisable into one share of common stock at a price per share of $0.05 (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 $ 1,203,267 .

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

with institutional investors for the sale by the Company of 11,360 shares of the Company’s common stock 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 11,360

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 $122.50.

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

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

Warrants is immediately exercisable, has an exercise price of $116.00 per share, and expire five years from the date of issuance.

June 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 $ 1,221,146 .

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

with institutional investors for the sale by the Company of 28,500 shares of the Company’s common stock 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 28,500

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 $69.50.

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 $63.00 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.

After payment

of commissions and expenses, the proceeds received by the Company was $ 1,787,000 .

On July 26, 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).

On March 20, 2025, the Company increased the aggregate sales price of common shares that may be sold under the AGP ATM

Sales Agreement to $43.5 million (including $6.4 million remaining from the previous increase).

As of December 31, 2024, the Company has

sold 991,773 Shares pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $ 13.7 million .

$ 882,539 of the net proceeds

was deposited on January 10, 2025.

As of December 31, 2024, the Company recorded a subscription receivable for $ 882,539 .

On October 23, 2024, the Company entered into securities purchase agreements

with institutional investors for the sale by the Company of 74,000 shares of the Company’s common stock 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 278,943

shares of common stock (the “July 3 Common Warrants”).

The per share purchase price of each share of common stock was $8.50

per share and the purchase price for each Pre-Funded Warrant was $8.45 per Pre-Funded Warrant.

The closing of this offering and private

placement occurred on October 23, 2024.

Subject to certain ownership limitations, each of the October 23 Common

Warrants is immediately exercisable, has an exercise price of $0.05 per share, and expire five years from the date of issuance.

proceeds to the Company from the offering were approximately $ 3 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.

After payment

of commissions and expenses, the proceeds received by the Company was $ 2,725,907 .

Common share issued for license agreement

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

11,468 shares of the Company’s common stock upon the closing of the transaction, which occurred on July 29, 2024, and 867 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 8,223 shares of Company

common stock;

(ii) FDA acceptance of an New Drug Application for a licensed product – either $30.0 million or 16,446 shares of Company

common stock;

(iii) the first commercial sale in the United States of a licensed product – either $45.0 million or 24,668 shares

of Company common stock;

and (iv) the first commercial sale in Japan of a licensed product – either $10.0 million or 4,112 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.

As of December 31, 2024, there

were no accruals related to the milestone payments and the Company issued 11,468 Shares with a fair value of $ 596,303 pursuant to the

Cortice Agreement.

Pursuant to the terms of the Capital on Demand™

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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.

Wainwright & Co., LLC (“Wainwright”),

to act as placement agent related to the Securities Purchase Agreement described below.

The Company agreed to pay Wainwright an aggregate

fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transaction.

The Company also issued

to Wainwright or its designees warrants to purchase up to 5.0% of the aggregate number of shares of Common Stock sold in the transactions

(the “Placement Agent Warrants”), or 20,176 Placement Agent Warrants.

The Placement Agent Warrants have substantially the

same terms as the Common Warrants, except that the Placement Agent Warrants have an exercise price equal to 125% of the offering price,

or $35.625 per share.

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

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

upon issuance.

Each Pre-Funded Warrant is exercisable into one share of common stock at a price per share of $0.001 (as adjusted from

time to time in accordance with the terms thereof).

Each Common Warrant is exercisable into one share of common stock at a price per share

of $24.60 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the date of

The gross proceeds from the Purchase Agreement were $ 11,497,385 resulting in net proceeds, after payment of commissions and

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.

Subject to certain ownership limitations, the Warrants are exercisable

upon issuance.

Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 (as adjusted from

time to time in accordance with the terms thereof).

Each Common Warrant is exercisable into one share of Common Stock at a price per share

of $3.03 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the date of

Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 (as adjusted from time

to time in accordance with the terms thereof).

The gross proceeds to the Company from the offering were $ 5.998 million, resulting in net

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.

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:

(i) to lower the exercise price of the Existing Warrants to $3.03 per share, and (ii) to extend the expiration date of the Existing Warrants

to five years following the closing of the offering.

On November 30, 2022, the Company entered into a placement agency agreement with H.C.

Wainwright & Co., LLC (“Wainwright”)

and Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline” and collectively with Wainright, the “Placement

Agents”) (the “Placement Agreement”), pursuant to which the Company has agreed to pay the Placement Agents an aggregate

fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transaction.

Pursuant to the Placement

Agreement, the Company will also issue to the Placement Agents or their designees warrants to purchase up to 5.0% of the aggregate number

of shares of Common Stock issued in the offering and issuable upon the exercise of the pre-funded warrants issued in the offering (the

“Placement Agent Warrants”), or 94,488 Placement Agent Warrants.

The Placement Agent Warrants have substantially the same

terms as the Common Warrants, except that the Placement Agent Warrants have an exercise price equal to 125% of the offering price, or

$3.7875 per share, subject to adjustments.

The Company also agreed to reimburse certain expenses of Wainwright, including a non-accountable

expense allowance of $ 50,000 , legal fees and expenses in an amount up to $ 100,000 and clearing fees of $ 15,950 .

The Company also agreed

to pay Wainwright a tail fee equal to the cash compensation in this offering, if any investor, who was contacted or introduced to the

Company by Wainwright during the term of its engagement, provides the Company with capital in any public or private offering or other

financing or capital raising transaction during the nine-month period following expiration or termination of our engagement of Wainwright.

In addition, with certain exceptions, for a period of seven month following the closing of the offering, the Company has granted Wainwright

the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to any financing or refinancing of

indebtedness;

and if the Company decides to raise funds by means of a public offering (including at-the-market facility) or a private

placement or any other capital-raising financing of equity, equity-linked or debt securities, the Company has granted Wainwright the right

to act as sole book-running manager, sole underwriter or sole placement agent for such financing.

As consideration for entering into a purchase agreement with Lincoln

Park Capital Fund, LLC in fiscal year 2020, the Company recorded as deferred offering costs of $440,902, on the balance sheet.

As of December

31, 2021, unamortized deferred offering costs totaled $334,138.

During the year ended December 31, 2022, the Company wrote off the remaining

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

During the year ended December 31, 2023, the Company sold 342 shares of common stock to

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

During the year ended December 31, 2023, the Company issued 1,497 shares

of common stock from the exercise of warrants.

Stock Options

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The amendment increased the 2020 Plan by 298 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 .

On January 19, 2024, the Board of Directors of the Company approved

the issuance of 5 options to Ms.

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

The options have a ten-year term

at an exercise price of $ 632.50 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 108 options

to officers, employees, and board of directors.

The options have a ten-year term at an exercise price of $ 646.5 .

Of the 108 options issued,

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 .

35 options vest on the first anniversary or at the time of the 2025 shareholder meeting, whichever occurs first and 73 options vest in

36 equal monthly installments over 3 years.

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

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 12 options with a ten-year term at an exercise price of $ 2,490 .

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

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

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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.

to purchase 1 share of Company common stock at an exercise price of $ 4,175 vesting in 36 equal monthly installments succeeding the issuance

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

1 unchanged sentence

3 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 options have a ten-year term at an exercise price of $ 5,675 and vest in 36 equal monthly installments succeeding

the issuance date .

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

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Exercisable, December 31, 2024

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 assumptions options

The aggregate fair value of the options measured during the years

ended December 31, 2024 and 2023 were calculated using the Black-Scholes option pricing model based on the following assumptions:

Schedule of black-scholes option assumptions

December 31, 2024

December 31, 2023

Fair value of common stock on measurement date

$632.50 to $646.50 per share

$1.00 to $2.40 per share

Risk free interest rate (1)

3.80 % to 4.39 %

3.38 % to 4.37 %

Volatility (2)

102.25 % to 118.36 %

114.13 % to 118.09 %

Dividend yield (3)

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there were no awards remaining to be issued under the 2017 Plan and 28 awards remaining to be issued under the 2020 Plan.

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

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

Stock Warrants

1 unchanged sentence

ended December 31, 2024 and 2023:

Schedule of warrants activity

Weighted-Average Exercise Price

1 unchanged sentence

Outstanding, December 31, 2023

( 3,741,958 )

Outstanding, December 31, 2024

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;

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 751 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 1,502 shares of the Company’s common stock (the “Inducement Warrant Shares”).

The Existing Warrants

(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 .

Pursuant to the Inducement Letter, the

exercise price for such Existing Warrants was reduced to $3,200 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

Schedule of black-scholes option assumptions

December 31, 2023

10 unchanged sentences

During the year ended December 31, 2024, the Company received $ 21,325

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 net cash proceeds from the exercise of 4,448 warrants issued at an exercise price of $2.5, 14 warrants issued at an exercise price

of $750 and 279,944 warrants issued at an exercise price of $0.05.

As of December 31, 2024, the remaining weighted average term for the

outstanding stock warrant is 4.09 years.

During the year ended December 31, 2023, the Company received $ 2,961,239

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

in net cash proceeds from the exercise of 753 warrants issued at an exercise price of $3,200, 96 warrants issued at an exercise price

of $7,575 and 650 warrants previously issued at an exercise price of $2.5.

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.

a weighted average remaining term of 4.64 years and an intrinsic value of $ 15,245 .

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 .

On April 7, 2024, the Board of Directors approved grants of 108 RSUs

to officers, employees, and board of directors.

Of the 108 RSUs issued, 35 RSUs vest on the first anniversary or at the time of the 2025

shareholder meeting, whichever occurs first and 73 RSUs vest in 8 equal quarterly installments over 2 years.

The Company valued the RSUs

based on the stock price at grant which total $ 58,335 .

During the years ended December 31, 2024 and 2023, the Company recognized

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for the years ended December 31, 2024 and 2023:

Schedule of restricted stock units activity

Schedule of RSUs activity

Weighted-Average

3 unchanged sentences

Performance Units

On April 28, 2022, the Compensation Committee approved, the officers

and employees were awarded a total of 28,563 PUs.

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 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

terms (i) and (ii)) is estimated at the date of grant using a Monte Carlo simulation with the following assumptions:

underlying stock

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 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.

During the years ended December 31, 2024 and 2023, the Company recognized

$ 100,362 and $ 33,585 related to outstanding stock PUs, respectively.

At December 31, 2024, the Company had $ 0 of unrecognized expenses

related to PUs.

The following table summarizes the PUs activity

for the years ended December 31, 2024 and 2023:

Schedule of performance units activity

Schedule of PUs activity

Weighted-Average

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of the agreement.

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

Climaco’s 2021 annual base salary

to $ 525,000 .

On March 6, 2025, the compensation committee of the board of directors set Mr.

Climaco’s annual base salary to

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

3 unchanged sentences

time to our matters.

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

Silberman and Picker 2021 annual

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

On March 6, 2025, the compensation committee of the board of directors set Drs.

Silberman and Picker annual base

salaries to $ 247,000 and $ 120,000 , respectively.

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.

On March 6, 2025, the Board of Directors approved, based upon the recommendation

of the Compensation Committee, cash bonuses totaling $ 631,243 to the officers of the Company.

Scientific Advisory Board

On July 15, 2021, our Board approved the following compensation policy

for the Scientific Advisory Board members.

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.

During the year ended December

31, 2022, the Company paid $ 76,087 related to the Scientific Advisory Board compensation.

As of August 25, 2022, Dr.

Waldemar Priebe is

no longer a member of the Scientific Advisory Board.

As of December 31, 2023, the Company has accrued $ 168,734 related to Mr.

Scientific Advisory Board compensation.

The Scientific Advisory board is consisted of one member, Dr.

Hsu receives annual cash compensation of $68,600.

As of December 31, 2024 and 2023, the Company has accrued $ 177,309 and $ 168,734 ,

respectively, for Mr.

Hsu’s Scientific Advisory Board compensation.

WP744 Portfolio (Berubicin)

27 unchanged sentences

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

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

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

than that available from unrelated third parties.

During the years ended December 31, 2023 and 2022, the Company expensed $ 0 and $ 41,075

respectively related to the purchase of pharmaceutical products from HPI.

products from HPI which are necessary for the manufacturing of Berubicin API and drug product.

During the years ended December 31, 2024

and 2023, the Company expensed $ 0 related to the purchase of pharmaceutical products from HPI.

This agreement was terminated March 23,

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

17 unchanged sentences

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.

WPD is a Polish corporation and was affiliated with

This agreement was terminated March 23, 2025.

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

14 unchanged sentences

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

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

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

type of administration.

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

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

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

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

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

Waldemar Priebe, our founder, is also the founder and a shareholder

of ALI, holds 38% of the membership interests of ALI.

with Animal Life Sciences, LLC (“ALI”), pursuant to which we granted ALI an exclusive sublicense, even as to us, for the patent

rights we licensed pursuant to the HPI License solely for the treatment of cancer in non-human animals through any type of administration.

In consideration for the rights granted under the sublicense agreement, ALI agreed to issue us membership interests in ALI equal to 1.52%

of the outstanding ALI membership interests.

As additional consideration for the rights granted, to the extent we are required to make

any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, ALI agreed to advance us such payments, and

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

Waldemar Priebe was an affiliate of ALI.

This agreement was terminated March 23,

On June 10, 2020, the FDA granted Orphan Drug Designation (“ODD”)

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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.

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.

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.

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.

Nasdaq Capital Markets Listing Qualifications

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

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 occur of:

(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 May 25, 2024 the WP1244 Agreement was terminated.

There are no termination penalty

provisions in the Agreement.

During the year ended December 31, 2024 and 2023, the Company paid $ 52,537 and $ 55,092 , respectively.

Cortice Biosciences, Inc.

Exclusive License Agreement

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

with Cortice Biosciences, Inc.

(“Cortice”) 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 11,468 shares of the Company’s common stock upon the closing of the transaction, which occurred

on July 29, 2024, and 867 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) upon:

(i) meeting the primary endpoint a pivotal trial for a licensed product – either $15.0 million

or 8,223 shares of Company common stock;

(ii) FDA acceptance of an New Drug Application for a licensed product – either $30.0 million

or 16,446 shares of Company common stock;

(iii) the first commercial sale in the United States of a licensed product – either $45.0

million or 24,668 shares of Company common stock;

and (iv) the first commercial sale in Japan of a licensed product – either $10.0

million or 4,112 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.

As of December

31, 2024, there were no accruals related to the milestone payments and the Company issued 11,468 Shares with a fair value of $ 596,303

pursuant to the Cortice Agreement.

Note 6 – Income Taxes

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

23 unchanged sentences

Net deferred income tax assets

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.

As of December 31, 2024, the Company currently has net operating loss

carryforwards of approximately $ 37,727,000 .

Approximately $200,000 of the net operating loss carryforward will begin to expire in 2037.

The remaining net operating loss carryforward post-2017 may be carried forward indefinitely.

The Tax Reform Act of 1986 limits the use of net operating loss carryforwards

in certain situations where changes occur in the stock ownership of a company.

In the event that the Company has a change in ownership,

utilization of carryforwards could be limited.

Note 7 – Subsequent Events

On November 26, 2024, the stockholders of the Company approved the

granting to the Company’s board of directors of the discretion to effect the reverse stock split at a ratio in the range of 1-for-2

Upon the approval of the Company’s board of directors, The reverse stock split became effective on February 21, 2025

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.

On March 11, 2025, the Company approved the issuance of options to

purchase 263,537 shares of common stock to the management group, subject to approval of an increase in the Company’s equity plan

by the Company’s shareholders.

Each of the options will vest as follows:

(i) 50% on the six month anniversary of the issuance date;

(ii) 25% on the 12 month anniversary of the issuance date;

and (iii) 25% on the 18 month anniversary of the issuance date.

price of the option is $2.50, the closing price on the date of the Board’s approval of the compensation plan.

On March 20, 2025, the Company increased the aggregate sales price

of common shares that may be sold under the AGP ATM Sales Agreement to $43.5 million.

Subsequent to December 31, 2024, the Company

has sold 1,530,985 Shares pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $9.9 million.

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