Item 1. Financial Statements
ITEM 1.
FINANCIAL STATEMENTS
CNS Pharmaceuticals, Inc.
Balance Sheets
(Unaudited)
September 30,
2025
December 31,
2024
Assets
Current Assets:
Cash and cash equivalents
$ 9,864,087
$ 6,461,378
Deferred offering costs
43,700
20,637
Subscription receivable
–
882,539
Prepaid expenses and other current assets
1,483,948
1,293,954
Total current assets
11,391,735
8,658,508
Noncurrent Assets:
Prepaid expenses, net of current portion
474,416
36,430
Property and equipment, net
3,107
6,005
Total noncurrent assets
477,523
42,435
Total Assets
$ 11,869,258
$ 8,700,943
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable and accrued expenses
$ 1,928,324
$ 2,198,260
Notes payable
30,793
326,072
Total current liabilities
1,959,117
2,524,332
Total Liabilities
1,959,117
2,524,332
Stockholders' Equity (Deficit):
Preferred stock, $ 0.001 par value, 416,667 shares authorized and 0 shares issued and outstanding
–
–
Common stock, $ 0.001 par value, 25,000,000 shares authorized and 574,580 and 117,796 shares issued and
outstanding, respectively
574
118
Additional paid-in capital
104,229,033
90,601,197
Accumulated deficit
( 94,319,466 )
( 84,424,704 )
Total Stockholders' Equity (Deficit)
9,910,141
6,176,611
Total Liabilities and Stockholders' Equity (Deficit)
$ 11,869,258
$ 8,700,943
See accompanying notes to the unaudited financial
statements.
3
CNS Pharmaceuticals, Inc.
Statements of Operations
(Unaudited)
Three Months
Ended
Three Months
Ended
Nine Months
Ended
Nine Months
Ended
September 30, 2025
September 30, 2024
September 30, 2025
September 30, 2024
Operating expenses:
General and administrative
$ 1,056,560
$ 1,383,913
$ 3,393,655
$ 3,909,928
Research and development
2,196,828
4,244,993
6,606,778
7,791,967
Total operating expenses
3,253,388
5,628,906
10,000,433
11,701,895
Loss from operations
( 3,253,388 )
( 5,628,906 )
( 10,000,433 )
( 11,701,895 )
Other income (expenses):
Interest income
37,023
25,230
118,180
33,806
Interest expense
( 2,116 )
( 2,258 )
( 12,509 )
( 13,346 )
Total other income (expense)
34,907
22,972
105,671
20,460
Net loss
$ ( 3,218,481 )
$ ( 5,605,934 )
$ ( 9,894,762 )
$ ( 11,681,435 )
Loss per share - basic
$ ( 5.76 )
$ ( 153.20 )
$ ( 25.60 )
$ ( 927.76 )
Loss per share - diluted
$ ( 5.76 )
$ ( 153.20 )
$ ( 25.60 )
$ ( 927.76 )
Weighted average shares outstanding - basic
558,868
36,593
386,548
12,591
Weighted average shares outstanding - diluted
558,868
36,593
386,548
12,591
See accompanying notes to the unaudited financial
statements.
4
CNS Pharmaceuticals, Inc.
Statements of Stockholders' Equity (Deficit)
For the three and nine months ended September
30, 2025 and 2024
(Unaudited)
Additional
Total
Common Stock
Paid-in
Accumulated
Stockholders'
Shares
Amount
Capital
Deficit
Equity (Deficit)
Balance December 31, 2024
117,796
$ 118
$ 90,601,197
$ ( 84,424,704 )
$ 6,176,611
Common stock issued for cash, net
127,582
127
9,032,894
–
9,033,021
Stock cancelled during stock split rounding
( 13 )
–
( 557 )
–
( 557 )
Stock-based compensation
–
–
62,367
–
62,367
Net loss
–
–
–
( 4,301,320 )
( 4,301,320 )
Balance, March 31, 2025
245,365
245
99,695,901
( 88,726,024 )
10,970,122
Common stock issued for cash, net
27,084
27
4,505,173
–
4,505,200
Stock issued for warrants exercised
231,964
232
2,551
–
2,783
Stock-based compensation
–
–
21,841
–
21,841
Net loss
–
–
–
( 2,374,961 )
( 2,374,961 )
Balance, June 30, 2025
504,413
504
104,225,466
( 91,100,985 )
13,124,985
Stock cancelled during stock split rounding
( 164 )
–
( 1,486 )
–
( 1,486 )
Stock issued for warrants exercised
70,331
70
774
–
844
Stock-based compensation
–
–
18,452
–
18,452
Deferred offering costs
–
–
( 14,173 )
–
( 14,173 )
Net loss
–
–
–
( 3,218,481 )
( 3,218,481 )
Balance, September 30, 2025
574,580
$ 574
$ 104,229,033
$ ( 94,319,466 )
$ 9,910,141
Balance December 31, 2023
207
$ 1
$ 65,134,787
$ ( 69,566,903 )
$ ( 4,432,115 )
Stock issued for cash, net
74
–
3,330,998
–
3,330,998
Exercise of warrants
75
–
12,405
–
12,405
Stock based compensation
–
–
202,933
–
202,933
Net loss
–
–
–
( 3,544,748 )
( 3,544,748 )
Balance March 31, 2024
356
1
68,681,123
( 73,111,651 )
( 4,430,527 )
Stock issued for cash and warrants, net
1,507
2
2,424,411
–
2,424,413
Exercise of warrants
347
–
8,921
–
8,921
Stock based compensation
–
–
234,345
–
234,345
Stock issued for stock split rounding
196
–
–
–
–
Net loss
–
–
–
( 2,530,753 )
( 2,530,753 )
Balance June 30, 2024
2,406
3
71,348,800
( 75,642,404 )
( 4,293,601 )
Stock issued for cash and warrants, net
52,383
52
12,383,746
–
12,383,798
Stock based compensation
–
–
271,779
–
271,779
Stock issued for license agreement
956
1
596,301
–
596,302
Net loss
–
–
–
( 5,605,934 )
( 5,605,934 )
Balance September 30, 2024
55,745
$ 56
$ 84,600,626
$ ( 81,248,338 )
$ 3,352,344
See accompanying notes to the unaudited financial
statements.
5
CNS Pharmaceuticals, Inc.
Statements of Cash Flows
(Unaudited)
Nine Months
Ended
Nine Months
Ended
September 30, 2025
September 30, 2024
Cash Flows from Operating Activities:
Net loss
$ ( 9,894,762 )
$ ( 11,681,435 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation
102,660
709,057
Common stock issued for license agreement
–
596,302
Depreciation
2,898
2,321
Gain on disposal of fixed assets
–
( 190 )
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
( 659,020 )
537,925
Deferred offering costs
( 43,700 )
–
Accounts payable and accrued expenses
( 267,413 )
( 1,806,420 )
Net cash used in operating activities
( 10,759,337 )
( 11,642,440 )
Cash Flows from Financing Activities:
Payments of deferred offering costs
–
( 56,750 )
Payments on notes payable
( 266,762 )
( 269,619 )
Proceeds from exercise of warrants
3,627
21,326
Payments to stockholders for stock split rounding
( 2,043 )
–
Proceeds from subscription receivable
882,539
–
Proceeds from sale of common stock and warrants, net
13,544,685
18,371,886
Net cash provided by financing activities
14,162,046
18,066,843
Net change in cash and cash equivalents
3,402,709
6,424,403
Cash and cash equivalents, at beginning of period
6,461,378
548,721
Cash and cash equivalents, at end of period
$ 9,864,087
$ 6,973,124
Supplemental disclosures of cash flow information:
Cash paid for interest
$ 12,509
$ 13,346
Cash paid for income taxes
$ –
$ –
Supplemental disclosure of non-cash investing and financing activities:
Prepaid insurance financed with note payable
$ 31,040
$ –
Amortization of deferred offering costs
$ 20,637
$ 232,677
See accompanying notes to the unaudited financial
statements.
6
CNS Pharmaceuticals, Inc.
Notes to the Financial Statements
(Unaudited)
Note 1 – Nature of Business
CNS Pharmaceuticals, Inc. (“we”, “our”, the
“Company”) is a clinical pharmaceutical company organized as a Nevada corporation on July 27, 2017 to focus on the development
of anti-cancer drug candidates.
On April 30, 2024, the stockholders of the Company approved an amendment
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
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.
On November 26, 2024, the stockholders of the Company approved an amendment
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
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.
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 was also proportionately reduced from 300,000,000 to 25,000,000 , while the number of authorized shares of preferred
stock was proportionately reduced from 5,000,000 to 416,667 .
Note 2 – Summary of Significant Accounting
Policies
Basis 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 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 and nine months ended September 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.
Liquidity and Going Concern - These financial statements have
been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain
equity financings to continue operations. The Company has a history of and expects to continue to report negative cash flows from operations
and a net loss. Management believes that the cash on hand is sufficient to fund its planned operations into but not beyond the near term.
These factors raise substantial doubt regarding the Company’s ability to continue as a going 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 concern. 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.
7
Cash and Cash Equivalents - The Company considers all highly
liquid accounts with original maturities of three months or less at the date of acquisition to be cash equivalents. Periodically, the
Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of
the FDIC insurance as of September 30, 2025 was $ 9,614,087 . The Company has not experienced losses on these accounts and management believes,
based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.
Stock-based Compensation - Employee and non-employee share-based
compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service
period for stock options and restricted stock units.
Restricted Stock Units (“RSUs”) - Our RSUs vest over
two to 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.
Performance Units (“PUs”) - The PUs vest based on
our performance against predefined share price targets and the achievement of Positive Interim, Clinical Data as defined by the Board.
Loss Per Common Share - Basic loss per common share is computed
by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted
loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the
dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding
excludes common stock equivalents, because their inclusion would be anti-dilutive. As of September 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 333,956 common
shares, unvested restricted stock units of 18 common shares, unvested performance units of 5 and options for 70 common shares, respectively.
As of September 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 4,961 common shares, unvested restricted stock units of 9 common shares, unvested performance
units of 1 and options for 21 common shares, respectively.
Segment Reporting
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.
Note 3 – Note Payable
On November 18, 2024, the Company entered into a short-term note payable
for an aggregate of $ 326,072 , bearing interest at 9.24 % per year to finance certain insurance policies. Principal and interest payments
related to the note will be repaid over an 11-month period with the final payment due on October 8, 2025 . As of September 30, 2025, the
Company’s note payable balance was $ 30,793 .
8
Note 4 – Equity
The Company has authorized 25,000,000 shares of common stock having
a par value of $ 0.001 per share. In addition, the Company authorized 416,667 shares of preferred stock to be issued having a par value
of $ 0.001 . The specific rights of the preferred stock shall be determined by the board of directors.
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.
Common Stock
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). On September 19,
2025, the Company decreased the sales price of common shares that may be sold under the AGP ATM Sales Agreement to $ 1.76 million, which
amount does not include any shares of common stock sold prior to such date. During the nine months ended September 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 September
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.
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 302,295 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 occurred on May 14,
2025.
9
Stock Options
In 2017, the Board of Directors of the Company approved the CNS Pharmaceuticals,
Inc. 2017 Stock Plan (the “2017 Plan”).
In 2020, the Board of Directors of the Company approved the CNS Pharmaceuticals,
Inc. 2020 Stock Plan (the “2020 Plan”). The 2020 Plan allows for the Board of Directors to grant various forms of incentive
awards for up to 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 nine months ended September 30, 2025 and 2024, the Company
recognized $ 59,832 and $ 571,705 of stock-based compensation, respectively, related to outstanding stock options. At September 30, 2025,
the Company had $ 35,757 of unrecognized expenses related to outstanding options.
The following table summarizes
the stock option activity for the nine months ended September 30, 2025:
Schedule of stock option activity
Options
Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2024
70
$
772,562.06
Granted
–
–
Exercised
–
–
Forfeited
–
–
Expired
–
–
Outstanding, September 30, 2025
70
$
772,562.06
Exercisable, September 30, 2025
57
$
957,962.24
As of September 30, 2025, the outstanding stock options have a weighted
average remaining term of 6.46 years and no intrinsic value. As of September 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.
10
Stock Warrants
The following table summarizes the stock warrant
activity for the nine months ended September 30, 2025:
Schedule of stock warrant
activity
Warrants
Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2024
5,032
$
15,781.20
Granted
631,676
7.14
Exercised
( 302,295
)
0.01
Forfeited
–
–
Expired
( 457
)
9,000.00
Outstanding, September 30, 2025
333,956
$
238.97
Exercisable, September 30, 2025
333,956
$
238.97
During the nine months ended September 30, 2025, the Company received
$ 3,627 in net cash proceeds from the exercise of 302,295 Pre-Funded Warrants with an exercise price of $0.001.
As of September 30, 2025, the outstanding and exercisable warrants
have a weighted average remaining term of 4.61 years and had $ 0 aggregate intrinsic value.
Restricted Stock Units
During the nine months ended September 30,
2025, the Company recognized $ 42,828 of stock-based compensation, related to outstanding stock RSUs. At September 30, 2025, the Company
had $ 25,447 of unrecognized expenses related to outstanding RSUs.
The following table summarizes
the RSUs activity for the nine months ended September 30, 2025:
Schedule of RSUs activity
RSUs
Weighted-Average Grant Date Fair Value
Non-vested, December 31, 2024
18
$
7,426.51
Granted
–
–
Vested
–
–
Forfeited
–
–
Non-vested, September 30, 2025
18
$
7,426.51
11
Performance Units
During the nine months ended September 30,
2025, the Company recognized $ 0 related to outstanding stock PUs. At September 30, 2025, the Company had $ 0 of unrecognized expenses
related to PUs.
The following table summarizes
the PUs activity for the nine months ended September 30, 2025:
Schedule of PUs activity
PUs
Weighted-Average Grant Date Fair Value
Non-vested, December 31, 2024
5
$
9,750.00
Granted
–
–
Vested
–
–
Cancelled
–
–
Non-vested, September 30, 2025
5
$
9,750.00
Note 5 – Commitments and Contingencies
Executive Employment Agreements
On September 1, 2017, the Company entered into an employment agreement
with Mr. John Climaco pursuant to which Mr. Climaco agreed to serve as Chief Executive Officer and Director of the Company commencing
on such date for an initial term of three years. On September 1, 2020, the Company entered into an amendment to the employment agreement
with Mr. Climaco. The amendment extends the term of employment under the employment agreement, which was originally for a three-year period,
for additional twelve-month periods, unless and until either the Company or Mr. Climaco provides written notice to the other party not
less than sixty days before such anniversary date that such party is electing not to extend the term. If the Company provides notice of
its election not to extend the term, Mr. Climaco may terminate his employment at any time prior to the expiration of the term by giving
written notice to the Company at least thirty days prior to the effective date of termination, and upon the earlier of such effective
date of termination or the expiration of the term, Mr. Climaco shall be entitled to receive the same severance benefits as are provided
upon a termination of employment by the Company without cause. Pursuant to the amendment, the severance benefits shall be twelve months
of Mr. Climaco’s base salary. Such severance payment shall be made in a single lump sum sixty days following the termination, provided
that Mr. Climaco has executed and delivered to the Company and has not revoked a general release of the Company. Pursuant to the employment
agreement, the compensation committee of the board of directors reviews the base salary payable to Mr. Climaco annually during the term
of the agreement. On February 6, 2021, the compensation committee of the board of directors set Mr. Climaco’s 2021 annual base salary
to $ 525,000 . On March 6, 2025, the compensation committee of the board of directors set Mr. Climaco’s annual base salary to $ 580,000 ,
retroactive to January 1, 2025.
In March 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.
12
Scientific Advisory Board
On July 15, 2021, our Board approved the following compensation policy
for the Scientific Advisory Board members, which consisted at the time of Dr. Waldemar Priebe, our founder, and Dr. Sigmond Hsu. Under
this compensation policy, each scientific advisory board member was to receive annual cash compensation of $68,600. As of August 25, 2022,
Dr. Waldemar Priebe was no longer a member of the Scientific Advisory Board. On March 14, 2024, the Board of Directors terminated the
cash compensation program for the Scientific Advisory Board. As of September 30, 2025, the Company has accrued $ 177,309 related to
Dr. Hsu’s Scientific Advisory Board compensation.
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 (iii)
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 956 shares of the Company’s common stock upon the closing of the transaction, which occurred
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 of a pivotal trial for a licensed product – either $15.0 million
or 686 shares of Company common stock; (ii) FDA acceptance of a New Drug Application for a licensed product – either $30.0 million
or 1,371 shares of Company common stock; (iii) the first commercial sale in the United States of a licensed product – either $45.0
million or 2,056 shares of Company common stock; and (iv) the first commercial sale in Japan of a licensed product – either $10.0
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. During the year ended December
31, 2024, the Company issued 956 shares of common stock with a fair value of $ 596,303 pursuant to the Cortice Agreement. As of September
30, 2025, there were no accruals related to the milestone payments.
Note 6 – Subsequent Events
Pursuant to the terms of the AGP ATM Sales Agreement, the Company is
permitted to sell from time to time through AGP, as sales agent or principal, shares of the Company’s common stock. Subsequent
to September 30, 2025, the Company has sold 45,710 Shares pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $410,446.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.