What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 176 added, 154 removed, 269 unchanged (55% of the section changed)

2 unchanged sentences

Balance Sheets

March 31, 2025

Current Assets:

14 unchanged sentences

Total Liabilities

Commitments and contingencies

Stockholders' Equity (Deficit):

12 unchanged sentences

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Operating expenses:

5 unchanged sentences

( 2,528,135 )

( 6,747,045 )

( 6,072,989 )

Other income (expenses):

4 unchanged sentences

$ ( 2,530,753 )

$ ( 6,676,281 )

$ ( 6,075,501 )

Loss per share - basic

$ ( 4,049.20 )

$ ( 13,294.31 )

Loss per share - diluted

$ ( 4,049.20 )

$ ( 13,294.31 )

Weighted average shares outstanding - basic

3 unchanged sentences

Statements of Stockholders' Equity (Deficit)

For the three months ended March 31, 2025 and

For the three and six months ended June 30,

2025 and 2024

Stockholders'

9 unchanged sentences

( 88,726,024 )

Common stock issued for cash, net

Stock issued for warrants exercised

Stock-based compensation

( 2,374,961 )

Balance, June 30, 2025

$ 104,225,466

$ ( 91,100,985 )

Balance December 31, 2023

1 unchanged sentence

$ ( 4,432,115 )

Common stock issued for cash, net

Stock issued for cash, net

Exercise of warrants

5 unchanged sentences

( 4,430,527 )

Stock issued for cash and warrants, net

Exercise of warrants

Stock based compensation

Stock issued for stock split rounding

( 2,530,753 )

Balance June 30, 2024

$ ( 75,642,404 )

$ ( 4,293,601 )

See accompanying notes to the unaudited financial

1 unchanged sentence

Statements of Cash Flows

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

Cash Flows from Operating Activities:

6 unchanged sentences

Prepaid expenses and other current assets

( 1,060,681 )

Accounts payable and accrued expenses

3 unchanged sentences

Cash Flows from Financing Activities:

Payments of deferred offering costs

Payments on notes payable

Proceeds from exercise of warrants

Payments to stockholders for stock split round

Payments to stockholders for stock split rounding

Proceeds from subscription receivable

Proceeds from equity issuance

Proceeds from sale of common stock and warrants, net

Net cash provided by financing activities

17 unchanged sentences

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 a 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.

to the Company’s amended and restated articles of incorporation to effect a reverse stock split at a ratio in the range of 1-for-2

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 a 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.

The reverse stock split has been retroactively adjusted throughout these

financial statements and footnotes.

to the Company’s amended and restated articles of incorporation to effect a reverse stock split at a ratio in the range of 1-for-2

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 July 22, 2025, the Company effected a reverse stock split on a 1-for-12

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.

As a result of the Reverse Split, each twelve pre-split shares of common stock outstanding

were automatically combined into one new share of common stock without any action on the part of the holders.

The number of authorized

shares of common stock has been reduced from 300,000,000 to 25,000,000 , while the number of authorized shares of preferred stock has been

reduced from 5,000,000 to 416,667 .

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, 2025 are not necessarily indicative of the

final results that may be expected for the year ending December 31, 2025.

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

accounting principles generally accepted in the United States 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, 2025 are not necessarily indicative of the final results

that may be expected for the year ending December 31, 2025.

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, 2024 included in our

Form 10-K filed with the SEC on March 31, 2025 (“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.

statements should be read in conjunction with the audited financial statements for the period ended December 31, 2024 included in

our Form 10-K filed with the SEC on March 31, 2025 (“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

19 unchanged sentences

The amount in excess of

the FDIC insurance as of March 31, 2025 was $ 12,797,592 .

the FDIC insurance as of June 30, 2025 was $ 11,879,873 .

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

14 unchanged sentences

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

As of March 31, 2025, the Company’s potentially

As of June 30, 2025, the Company’s potentially

dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 404,744 common

shares, unvested restricted stock units of 18 common shares, unvested performance units of 5 and options for 70 common shares, respectively.

As of March 31, 2024, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss

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 2,586 common shares, unvested restricted stock units of 10 common shares, unvested performance

15 unchanged sentences

related to the note will be repaid over an 11-month period with the final payment due on October 8, 2025 .

As of March 31, 2025 the Company’s

As of June 30, 2025, the Company’s

note payable balance was $ 121,767 .

4 unchanged sentences

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 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.

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, 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 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 (which amount includes $6.4 million remaining from the $30.2 million set forth

During the period ended March 31, 2025, the Company has sold 1,530,985 shares of common stock pursuant to the AGP ATM Sales Agreement

On June 4, 2024, the Company effected a one-for-fifty (1:50) reverse

stock split of the Company’s common stock 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 February 21, 2025, the Company effected a one-for-fifty (1:50) reverse

stock split of the Company’s common stock 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 July 22, 2025, the Company effected a 1-for-12 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 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 (which amount includes $6.4 million remaining from the $30.2 million set forth above).

During the six

months ended June 30, 2025, the Company has sold 127,582 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds

of approximately $ 9 million.

As of June 30, 2025, the Company has sold 210,230 shares of common stock pursuant to the AGP ATM Sales Agreement

for net proceeds of approximately $ 22.8 million.

As of March 31, 2025, the Company has sold 2,522,758 shares of common stock pursuant to

the AGP ATM Sales Agreement for net proceeds of approximately $ 22.8 million.

On May 13, 2025, the Company entered into a placement agency agreement

(the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”) for the

public offering by the Company of (i) 27,084 shares of the Company’s common stock, (ii) pre-funded warrants to purchase 302,298

shares of common stock (the “Pre-Funded Warrants”);

and (iii) Series F Warrants to purchase up to an aggregate of 329,381

shares of common stock (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 one accompanying Common Warrant was $15.18

and the combined purchase price of one Pre-Funded Warrant and one accompanying Common Warrant was $15.17.

Subject to certain ownership limitations, the Warrants are exercisable

immediately upon issuance.

Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 and expire

once such Pre-Funded Warrants are fully exercised.

The Common Warrants are exercisable into one share of Common Stock at a price per share

of $13.68 and expire five years from Initial Exercise Date.

The gross proceeds to the Company from the offering were approximately $ 5

million , before deducting the Placement Agent’s fees and other offering expenses.

The closing of this offering and private placement

occurred on May 14, 2025.

Stock Options

1 unchanged sentence

2017 Stock Plan (the “2017 Plan”).

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

awards for up to 27 shares of common stock.

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

1 unchanged sentence

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

awards for up to 40 shares of common stock.

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

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

The amendment increased the 2020 Plan by 298 shares of common

During the three months ended March 31, 2025 and 2024, the Company

recognized $ 44,943 and $ 192,375 of stock-based compensation, respectively, related to outstanding stock options.

At March 31, 2025, the

Company had $ 50,646 of unrecognized expenses related to outstanding options.

awards for up to four shares of common stock.

The 2020 Plan was amended effective as of August 9, 2023, which amendment was approved by

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

The amendment increased the 2020 Plan by

25 shares of common stock.

During the six months ended June 30, 2025 and 2024, the Company recognized

$ 53,138 and $ 412,749 of stock-based compensation, respectively, related to outstanding stock options.

At June 30, 2025, the Company had

$ 42,451 of unrecognized expenses related to outstanding options.

The following table summarizes

the stock option activity for the three months ended March 31, 2025:

the stock option activity for the six months ended June 30, 2025:

Schedule of stock option activity

1 unchanged sentence

Outstanding, December 31, 2024

Outstanding, March 31, 2025

Exercisable, March 31, 2025

As of March 31, 2025, the outstanding stock options have a weighted

average remaining term of 7.91 years and no aggregate intrinsic value.

As of March 31, 2025, there were no awards remaining to be issued

under the 2017 Plan and 27 shares of common stock remaining to be issued under the 2020 Plan.

Outstanding, June 30, 2025

Exercisable, June 30, 2025

$ 1,000,009.39

As of June 30, 2025, the outstanding stock options have a weighted

average remaining term of 6.71 years and no intrinsic value.

As of June 30, 2025, there were no awards remaining to be issued under the

2017 Plan and 62 shares of common stock remaining to be issued under the 2020 Plan.

Stock Warrants

The following table summarizes the stock warrant

activity for the three months ended March 31, 2025:

activity for the six months ended June 30, 2025:

Schedule of stock warrant

1 unchanged sentence

Outstanding, December 31, 2024

Outstanding, March 31, 2025

Exercisable, March 31, 2025

As of March 31, 2025, the outstanding and exercisable warrants have

a weighted average remaining term of 3.85 years and had no aggregate intrinsic value.

Outstanding, June 30, 2025

Exercisable, June 30, 2025

During the six months ended June 30, 2025, the Company received $ 2,783

in net cash proceeds from the exercise of 231,964

Pre-Funded Warrants with an exercise price of $0.001.

As of June 30, 2025, the outstanding and exercisable warrants have

a weighted average remaining term of 4.86 years and had $ 695,461 aggregate intrinsic value.

Restricted Stock Units

During the three months ended March 31, 2025,

During the six months ended June 30, 2025,

the Company recognized $ 31,070 of stock-based compensation, related to outstanding stock RSUs.

At March 31, 2025, the Company had $ 50,851

At June 30, 2025, the Company had $ 37,205

of unrecognized expenses related to outstanding RSUs.

The following table summarizes

the RSUs activity for the three months ended March 31, 2025:

the RSUs activity for the six months ended June 30, 2025:

Schedule of RSUs activity

1 unchanged sentence

Non-vested, December 31, 2024

Non-vested, March 31, 2025

Non-vested, June 30, 2025

Performance Units

During the three months ended March 31, 2025,

During the six months ended June 30, 2025,

the Company recognized $ 0 related to outstanding stock PUs.

At March 31, 2025, the Company had $ 0 of unrecognized expenses related

At June 30, 2025, the Company had $ 0 of unrecognized expenses related

The following table summarizes

the PUs activity for the three months ended March 31, 2025:

the PUs activity for the six months ended June 30, 2025:

Schedule of PUs activity

1 unchanged sentence

Non-vested, December 31, 2024

Non-vested, March 31, 2025

Non-vested, June 30, 2025

Note 5 – Commitments and Contingencies

30 unchanged sentences

retroactive to January 1, 2025.

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

Silberman agreed to commit 50% of her time to our matters and Dr.

Picker agreed to commit 25% of his time to our matters.

On January 1, 2025, Dr.

Silberman agreed to commit 100% of her time to our matters.

On March 11, 2025, the compensation committee of the

board of directors set Drs.

Silberman and Picker annual base salaries to $ 495,000 and $ 120,000 , respectively, retroactive to January 1,

In March 2025, the Board of Directors approved, based upon the recommendation

2 unchanged sentences

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

for the Scientific Advisory Board members.

The Scientific Advisory board consisted of Dr.

for the Scientific Advisory Board members, which consisted at the time of Dr.

Waldemar Priebe, our founder, and Dr.

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

August 25, 2022, Dr.

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

As of August 25, 2022,

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 March 31, 2025, the Company has accrued $ 177,309 related

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

cash compensation program for the Scientific Advisory Board.

As of June 30, 2025, the Company has accrued $ 177,309 related to Mr.

Hsu’s Scientific Advisory Board compensation.

12 unchanged sentences

the Company agreed to issue Cortice 956 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:

on July 29, 2024, and 73 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

6 unchanged sentences

million or 343 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.

year ended December 31, 2024, the Company issued 11,468 Shares with a fair value of $ 596,303 pursuant to the Cortice Agreement.

March 31, 2025, there were no accruals related to the milestone payments.

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.

During the year ended December

31, 2024, the Company issued 956 Shares with a fair value of $ 596,303 pursuant to the Cortice Agreement.

As of June 30, 2025, there were

no accruals related to the milestone payments.

Note 6 – Subsequent Events

On May 13, 2025, the Company entered into a placement agency

agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”) for

the public offering by the Company of (i) 325,000 shares of the Company’s common stock (ii) pre-funded warrants to purchase 3,627,570

shares of common stock (the “Pre-Funded Warrants”);

and (iii) Series F Warrants to purchase up to an aggregate of 3,952,570

shares of Common Stock (the “Common Warrants”).

The combined purchase price of one share of common stock and one accompanying

Common Warrant was $1.265 and the combined purchase price of one Pre-Funded Warrant and one accompanying Common Warrant was $1.264.

connection with the Offering, the Company entered into a Securities Purchase Agreement with the institutional investor that participated

in the Offering.

The gross proceeds to the Company from the Offering were approximately $5.0 million, before deducting the Placement

Agent fees and other estimated offering expenses payable by the Company.

On May 14, 2025, the Company received $2,193 in net cash proceeds from

the exercise of 2,192,570 Pre-Funded Warrants with an exercise price of $0.001.

In July 2025, the Company received $844 in net cash proceeds from the

exercise of 70,333 Pre-Funded Warrants with an exercise price of $0.001.

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