CNS Pharmaceuticals, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. CNS Pharmaceuticals, Inc. Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 206 ) 38 Balance Sheets as of December 31, 2025 and 2024 39 Statements of Operations for the years ended December 31, 2025 and 2024 40 Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 41 Statements of Cash Flows for the years ended December 31, 2025 and 2024 42 Notes to Financial Statements 43 37 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of CNS Pharmaceuticals, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of CNS Pharmaceuticals, Inc.( the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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 of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company's auditor since 2019. Houston, Texas March 31, 2026 38 CNS Pharmaceuticals, Inc. Balance Sheets December 31, 2025 December 31, 2024 Assets Current Assets: Cash and cash equivalents $ 7,201,014 $ 6,461,378 Deferred offering costs 45,486 20,637 Subscription receivable – 882,539 Prepaid expenses and other current assets 856,301 1,293,954 Total current assets 8,102,801 8,658,508 Noncurrent Assets: Prepaid expenses, net of current portion 502,962 36,430 Property and equipment, net 17,703 6,005 Total noncurrent assets 520,665 42,435 Total Assets $ 8,623,466 $ 8,700,943 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable and accrued expenses $ 3,772,339 $ 2,198,260 Notes payable 328,571 326,072 Total current liabilities 4,100,910 2,524,332 Total Liabilities 4,100,910 2,524,332 Commitments and contingencies – 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, 300,000,000 shares authorized and 632,516 and 117,796 shares issued and outstanding, respectively 633 118 Additional paid-in capital 104,797,191 90,601,197 Accumulated deficit ( 100,275,268 ) ( 84,424,704 ) Total Stockholders' Equity (Deficit) 4,522,556 6,176,611 Total Liabilities and Stockholders' Equity (Deficit) $ 8,623,466 $ 8,700,943 See accompanying notes to the financial statements. 39 CNS Pharmaceuticals, Inc. Statements of Operations Year ended Year ended December 31, 2025 December 31, 2024 Operating expenses: General and administrative $ 6,214,619 $ 5,611,800 Research and development 9,771,940 9,290,143 Total operating expenses 15,986,559 14,901,943 Loss from operations ( 15,986,559 ) ( 14,901,943 ) Other income (expenses): Other expense ( 2,560 ) – Interest income 153,785 60,262 Interest expense ( 15,230 ) ( 16,120 ) Total other income (expense) 135,995 44,142 Net loss $ ( 15,850,564 ) $ ( 14,857,801 ) Loss per share - basic $ ( 35.75 ) $ ( 466.89 ) Loss per share - diluted $ ( 35.75 ) $ ( 466.89 ) Weighted average shares outstanding - basic 443,369 31,823 Weighted average shares outstanding - diluted 443,369 31,823 See accompanying notes to the financial statements. 40 CNS Pharmaceuticals, Inc. Statements of Stockholders' Equity (Deficit) For the years ended December 31, 2025 and 2024 Additional Total Common Stock Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Equity (Deficit) Balance December 31, 2023 207 $ 2 $ 65,134,786 $ ( 69,566,903 ) $ ( 4,432,115 ) Common stock issued for cash and warrants, net 92,769 92 24,009,850 – 24,009,942 Exercise of warrants, net 23,668 23 21,302 – 21,325 Stock-based compensation – – 838,957 – 838,957 Shares issued for license agreement 956 1 596,302 – 596,303 Stock issued for stock split rounding 196 – – – – Net loss – – – ( 14,857,801 ) ( 14,857,801 ) Balance December 31, 2024 117,796 118 90,601,197 ( 84,424,704 ) 6,176,611 Common stock issued for cash and warrants, net 212,599 213 14,006,984 – 14,007,197 Exercise of warrants, net 302,295 302 3,325 – 3,627 Stock repurchase during stock split rounding ( 174 ) – ( 2,043 ) – ( 2,043 ) Stock-based compensation – – 187,728 – 187,728 Net loss – – – ( 15,850,564 ) ( 15,850,564 ) Balance December 31, 2025 632,516 $ 633 $ 104,797,191 $ ( 100,275,268 ) $ 4,522,556 See accompanying notes to the financial statements. 41 CNS Pharmaceuticals, Inc. Statements of Cash Flows Years Ended Years Ended December 31, 2025 December 31, 2024 Cash Flows from Operating Activities: Net loss $ ( 15,850,564 ) $ ( 14,857,801 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 187,728 838,957 Depreciation 3,918 3,306 Common stock issued for license agreement – 596,303 Loss (gain) on disposal of fixed assets 2,559 ( 190 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets 302,799 ( 59,972 ) Accounts payable and accrued expenses 1,542,453 ( 3,633,902 ) Net cash used in operating activities ( 13,811,107 ) ( 17,113,299 ) Cash Flows from Investing Activities: Purchase of property and equipment ( 18,175 ) ( 4,188 ) Net cash used in investing activities ( 18,175 ) ( 4,188 ) Cash Flows from Financing Activities: Payments of deferred offering costs ( 64,082 ) ( 66,750 ) Payments on notes payable ( 297,553 ) ( 300,806 ) Stock repurchased during stock split rounding ( 2,043 ) – Proceeds from subscription receivable 882,539 – Proceeds from exercise of warrants 3,627 21,325 Proceeds from sale of common stock 14,046,430 23,376,375 Net cash provided by financing activities 14,568,918 23,030,144 Net change in cash and cash equivalents 739,636 5,912,657 Cash and cash equivalents, at beginning of period 6,461,378 548,721 Cash and cash equivalents, at end of period $ 7,201,014 $ 6,461,378 Supplemental disclosures of cash flow information: Cash paid for interest $ 15,267 $ 13,599 Cash paid for income taxes $ – $ – Supplemental disclosure of non-cash investing and financing activities: Prepaid expense financed with note payable $ 360,197 $ 326,072 Reclassification of deferred offering costs to equity $ 39,233 $ 248,972 Common stock issued for subscription receivable $ – $ 882,539 Stock issued for stock split rounding $ – $ 2 See accompanying notes to the financial statements. 42 CNS Pharmaceuticals, Inc. Notes to the Financial Statements Note 1 – Nature of Business CNS Pharmaceuticals, Inc. (“we”, “our”, the “Company”) is a biotechnology company organized as a Nevada corporation in July 2017. We are focused on building a high-value pipeline for neurology and oncology indications that have the potential to be best-in-class. We are leveraging our executive team’s experiences in these therapeutic areas to execute our new corporate strategy, which also includes pivoting from a singular focus on glioblastoma multiforme and exploring out-licensing opportunities for our legacy assets TPI 287 and Berubicin for which we have intellectual property rights under license agreement with Cortice and own pursuant to a collaboration and asset purchase agreement with Reata. On April 30, 2024, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-50. The reverse stock split became effective on June 4, 2024 on a 1-for-50 basis without any change in the par value per share, which remained at $0.001. The reverse stock split has been retroactively adjusted throughout these financial statements and footnotes. 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. 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. 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 . On November 20, 2025, following approval by shareholders, 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 25,000,000 shares to 300,000,000 shares and to increase the total number of authorized shares of preferred stock from 416,667 shares to 5,000,000 shares. Note 2 – Summary of Significant Accounting Policies The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. Use of Estimates in Financial Statement Presentation - The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 43 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. For the year ended December 31, 2025, we recorded a net loss of approximately $ 15.9 million and used cash in operations for approximately $ 13.8 million . These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. 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. Cash and Cash Equivalents - The Company considers all highly liquid accounts with original maturities of three months or less at the date of acquisition to be cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at December 31, 2025 was $ 6,445,843 . The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Property and Equipment - Property and equipment is recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows: Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 years Machinery and equipment 5 years Furniture and office equipment 7 years Repairs and maintenance costs are expensed as incurred. Impairment of Long-lived Assets - The Company evaluates its long-lived tangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Fair Value of Financial Instruments - The carrying value of short-term instruments, including cash and cash equivalents, accounts payable and accrued expenses, and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. 44 Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Related Parties - The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Income Taxes - The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of Accounting Standards Codification (ASC) 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. Stock-based Compensation - Under ASC 718, employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Restricted Stock Units (“RSUs”) - Our RSUs vest over 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. 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. Warrants - The Company evaluates all freestanding and embedded warrants to determine whether they meet the criteria for equity classification under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , or if they must be classified as liabilities under ASC 480 or ASC 815-10. The Company evaluated the warrants and concluded they are indexed to the Company's common stock and meet the equity classification criteria under ASC 815-40, as they are settleable in shares, and the Company has sufficient shares authorized. The warrants were recorded at fair value upon issuance within stockholders' equity 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 December 31, 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 333,931 common shares, unvested restricted stock units of 17 common shares, unvested performance units of 4 and options for 19,852 common shares, respectively. 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 5,032 common shares, unvested restricted stock units of 18 common shares, unvested performance units of 5 and options for 70 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. Segments 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. 45 Recent Accounting Pronouncements Income Taxes In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. We adopted ASU No. 2023-09 during the year ended December 31, 2025, with no material impact to the Company’s financial statements or results of operations. Disaggregation of Income Statement Expenses In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. Credit Losses In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides updates related to CECL guidance for certain short-term receivables. The ASU is effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of this guidance on its disclosures. Note 3 – Note Payable On November 8, 2025, the Company entered into a short-term note payable for an aggregate of $ 360,197 , bearing interest at 8.24 % 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, 2026 . As of December 31, 2025, the Company’s note payable balance was $ 328,571 . On November 28, 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 December 31, 2025 and 2024, the Company’s note payable balance was $ 0 and $ 326,072 , respectively. 46 Note 4 – Equity The Company has authorized 300,000,000 shares of common stock having a par value of $ 0.001 per share. In addition, the Company authorized 5,000,000 shares of preferred stock to be issued having a par value of $ 0.001 . The specific rights of the preferred stock shall be determined by the board of directors. Common Stock 2025 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 year ended December 31, 2025, the Company sold 185,521 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $ 9.5 million. As of December 31, 2025, the Company has sold 268,169 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $ 23.2 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. 2024 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) 74 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (ii) pre-funded warrants to purchase 371 shares of Common Stock (the “Pre-Funded Warrants”); (iii) Series A Warrants to purchase up to an aggregate of 445 shares of Common Stock (the “Series A Warrants”); and (iv) Series B Warrants to purchase up to an aggregate of 445 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 $9,000.00 and the combined purchase price of one Pre-Funded Warrant and accompanying Common Warrants was $8,970.00. 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, 371 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. 47 On June 14, 2024, the Company entered into securities purchase agreements with institutional investors for the sale by the Company of 560 shares of the Company’s common stock and pre-funded warrants to purchase 50 shares of common stock in lieu thereof (the “June 14 Pre-Funded Warrants”) in a registered direct offering. In a concurrent private placement, the Company also sold to the investors unregistered warrants to purchase up to an aggregate of 610 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 $2,250.00. The closing of this offering and private placement occurred on June 17, 2024. Subject to certain ownership limitations, each of the June 14 Common Warrants is immediately exercisable, has an exercise price of $2,172.00 per share, and expire five years from the date of issuance. Each June 14 Pre-Funded Warrant is exercisable into one share of common stock at a price per share of $0.60 (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 947 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 947 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 $1,470.00. 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 $1,392.00 per share, and expire five years from the date of issuance. The 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 2,375 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 2,375 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 $834. 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 $756.00 per share, and expire five years from the date of issuance. The gross 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 . Pursuant to the terms of the AGP ATM Sales Agreement entered into on July 26, 2024, during the year ended December 31, 2024, the Company has sold 82,648 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 6,167 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 23,246 shares of common stock (the “July 3 Common Warrants”). The per share purchase price of each share of common stock was $102.00 per share and the purchase price for each Pre-Funded Warrant was $101.40 per Pre-Funded Warrant. The closing of this offering and private placement occurred on October 23, 2024. 48 Subject to certain ownership limitations, each of the October 23 Common Warrants is immediately exercisable, has an exercise price of $0.60 per share, and expire five years from the date of issuance. The gross 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. (“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 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 a pivotal trial for a licensed product – either $15.0 million or 686 shares of Company common stock; (ii) FDA acceptance of an 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. As of December 31, 2024 and 2025, there were no accruals related to the milestone payments and the Company issued 956 Shares with a fair value of $ 596,303 pursuant to the Cortice Agreement. Stock Options In 2017, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 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 three shares of common stock. 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 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. On November 17, 2025, the Company held its scheduled 2025 Annual Meeting of Stockholders at which the Company’s stockholders approved amendments to the Company's 2020 Equity 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 114,916 shares. As amended, the number of shares of the common stock that may be issued under the 2020 Plan is 115,061 shares (this includes the 114,916 share increase). 49 2025 On March 11, 2025, the Board of Directors approved grants of 21,965 options to officers and employees. The options have a ten-year term at an exercise price of $ 30.00 . The options were approved by the Company’s stockholders at the Company’s annual meeting held on November 17, 2025. The options 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. The total fair value of these option grants at issuance was $ 123,614 . On November 17, 2025, the Company held its scheduled 2025 Annual Meeting of Stockholders at which the Company’s stockholders approved grants of 7,585 options to board members. The options have a ten-year term at an exercise price of $ 12.12 . The options vest in four quarterly installments over a one-year period commencing on the stockholder approval date. The total fair value of these option grants at issuance was $ 44,786 . 2024 On January 19, 2024, the Board of Directors of the Company approved the issuance of 1 option 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 $ 7,590.00 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 13 options to officers, employees, and board of directors. The options have a ten-year term at an exercise price of $ 7,758.00 . Of the 13 options issued, five options vest on the first anniversary or at the time of the 2025 shareholder meeting, whichever occurs first and 8 options vest in 36 equal monthly installments over 3 years. The total fair value of these option grants at issuance was $ 58,335 . The following table summarizes the stock option activity for the years ended December 31, 2025 and 2024: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 56 $ 963,766.07 Granted 14 7,746.00 Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2024 70 772,562.06 Granted 29,550 25.41 Exercised – – Forfeited ( 9,768 ) 49.13 Expired – – Outstanding, December 31, 2025 19,852 $ 2,737.78 Exercisable, December 31, 2025 58 $ 950,635.66 50 The aggregate fair value of the options measured during the years ended December 31, 2025 and 2024 were calculated using the Black-Scholes option pricing model based on the following assumptions: Schedule of black-scholes option assumptions Year Ended Year Ended December 31, 2025 December 31, 2024 Fair value of common stock on measurement date $6.70 per share $7,590.00 to $7,758.00 per share Risk free interest rate (1) 3.60 % 3.80 % to 4.39 % Volatility (2) 139.1 % to 141.2 % 102.25 % to 118.36 % Dividend yield (3) 0 % 0 % Expected term (in years) 5.5 – 6 5.5 – 6.3 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. As of December 31, 2025, the outstanding stock options have a weighted average remaining term of 9.87 years and the aggregate intrinsic value of options vested and outstanding was $ 0 . As of December 31, 2025, there were no awards remaining to be issued under the 2017 Plan and 85,429 awards remaining to be issued under the 2020 Plan. During the years ended December 31, 2025 and 2024, the Company recognized $ 133,142 and $ 684,181 of stock-based compensation, related to outstanding options, respectively. At December 31, 2025, the Company had $ 86,875 of unrecognized expenses related to outstanding options. Stock Warrants The following table summarizes the stock warrant activity for the years ended December 31, 2025 and 2024: Schedule of stock warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 1 $ 402,626.95 Granted 28,527 446.27 Exercised ( 23,251 ) 0.60 Forfeited – – Expired ( 245 ) 2,137,500.00 Outstanding, December 31, 2024 5,032 15,781.20 Granted 631,676 7.14 Exercised ( 302,295 ) 0.01 Forfeited – – Expired ( 482 ) 111,230.29 Outstanding, December 31, 2025 333,931 $ 90.75 During the year ended December 31, 2025, the Company received $ 3,627 in net cash proceeds from the exercise of 302,295 warrants issued at an exercise price of $0.01. 51 As of December 31, 2025, the remaining weighted average term for the outstanding stock warrant is 4.36 years. During the year ended December 31, 2024, the Company received $ 21,325 in net cash proceeds from the exercise of 371 warrants issued at an exercise price of $30, 2 warrants issued at an exercise price of $9,000 and 23,329 warrants issued at an exercise price of $0.60. Restricted Stock Units On April 7, 2024, the Board of Directors approved grants of 9 RSUs to officers, employees, and board of directors. Of the 9 RSUs issued, three RSUs vest on the first anniversary or at the time of the 2025 shareholder meeting, whichever occurs first and six 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, 2025 and 2024, the Company recognized $ 54,586 and $ 54,414 of stock-based compensation, related to outstanding RSUs, respectively. At December 31, 2025, the Company had $ 6,975 of unrecognized expenses related to outstanding RSUs. The following table summarizes the RSUs activity for the years ended December 31, 2025 and 2024: Schedule of RSUs activity RSUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2023 5 $ 300,600.00 Granted 13 7,779.00 Vested – – Forfeited – – Non-vested, December 31, 2024 18 89,118.17 Granted – – Vested – – Forfeited ( 1 ) 7,779.00 Non-vested, December 31, 2025 17 $ 93,902.82 Performance Units During the years ended December 31, 2025 and 2024, the Company recognized $ 0 and $ 100,362 related to outstanding stock PUs, respectively. At December 31, 2025, the Company had $ 0 of unrecognized expenses related to PUs. The following table summarizes the PUs activity for the years ended December 31, 2025 and 2024: Schedule of PUs activity PUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2023 16 $ 174,375.00 Granted – – Vested ( 5 ) 300,600.00 Forfeited ( 6 ) 117,000.00 Non-vested, December 31, 2024 5 117,000.00 Granted – – Vested – – Forfeited ( 1 ) 117,000.00 Non-vested, December 31, 2025 4 $ 117,000.00 52 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 extended 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. On December 16, 2025, John Climaco resigned from his positions as chief executive officer of the Company and as a member of the Company’s Board of Directors. The Company and Mr. Climaco entered into a Separation and Severance Agreement dated as of December 16, 2025 (the “Separation Agreement”), which memorializes the terms of his resignation and separation from service with the Company. Pursuant to the Separation Agreement, subject to Mr. Climaco’s timely execution, non-revocation, and compliance with the agreement’s terms, the Company will provide severance benefits, including (i) severance equal to twelve months of Mr. Climaco’s current annualized base salary, paid in twelve equal monthly installments, and payment of his base salary through December 31, 2025; (ii) payment of Mr. Climaco’s 2025 cash bonus in the total amount of $ 319,000 , paid in twelve equal monthly installments; and (iii) payment by the Company of the employer portion of premiums for Mr. Climaco’s continued group medical coverage under COBRA for twelve months following the Separation Date. On December 16, 2025, the Company entered into an employment agreement with Mr. Rami Levin pursuant to which Mr. Levin agreed to serve as Chief Executive Officer and President of the Company commencing on such date. Pursuant to the employment agreement, the compensation committee of the board of directors reviews the base salary payable to Mr. Levin annually during the term of the agreement. Commencing on January 1, 2026, the compensation committee of the board of directors set Mr. Levin’s 2026 annual base salary to $ 580,000 . For each full fiscal year during the term, the Executive will be entitled to receive an annual bonus, within ninety days of the completion of such year. On January 1, 2026, the Executive was awarded a grant of restricted stock units (the “RSU Grant”) equal to 19,000 shares of the Company’s common stock. The RSU Grant shall vest as follows: (i) 25% on the six-month anniversary of the Effective Date; (ii) 25% on the twelve-month anniversary of the Effective Date; and (iii) the remaining 50% in twelve (12) quarterly installments, provided Executive remains continuously employed by Company through each such vesting date. If Executive’s employment is terminated, by the Company without cause or by Executive for Good Reason, Executive shall be entitled to receive: (i) Executive’s target annual bonus for the period of time between the end of the last fiscal year and the termination date; (ii) accelerated vesting of all unvested equity previously granted to Executive; and (ii) a severance payment equal to twelve months of Executive’s Base Salary in effect at the time of termination plus Executive’s target annual bonus. 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. 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 March 14, 2024, Dr. Hsu was no longer a member of the Scientific Advisory Board. As of December 31, 2025, the Company has accrued $ 177,309 related to Dr. Hsu’s Scientific Advisory Board compensation. 53 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 December 31, 2025, there were no accruals related to the milestone payments. Note 6 – Income Taxes The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Schedule of effective income tax rate reconciliation Year Ended Year Ended December 31, December 31, 2025 2024 Income tax benefit computed at the statutory rate $ 3,329,000 $ 3,120,000 Tax effect of: True-ups and non-deductible expenses 193,000 ( 585,000 ) Change in valuation allowance ( 3,522,000 ) ( 2,535,000 ) Provision for income taxes $ – $ – The Company adopted ASC 2023-09 during the year ended December 31, 2025 prospectively. A reconciliation setting forth the differences between the effective tax rates and the U.S. federal statutory tax rate is as follows: Year Ended December 31, 2025 Amount Rate US federal statutory tax rate $ 3,329,000 21.0 % Changes in valuation allowances (3,522,000 ) - 22.2 % Nontaxable or nondeductible items 193,000 1.2 % Effective income tax rate $ – 0 % 54 Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows: Schedule of deferred tax assets As of As of December 31, December 31, 2025 2024 Deferred income tax assets Net operating losses $ 10,633,000 $ 7,923,000 Stock-based compensation 1,026,000 999,000 Capitalized 174 expenses 7,443,000 6,659,000 Deferred income tax liability Prepaid expenses ( 278,000 ) ( 279,000 ) Valuation allowance ( 18,824,000 ) ( 15,302,000 ) Net deferred income tax assets $ – $ – As of December 31, 2025, the Company currently has net operating loss carryforwards of approximately $ 50,634,000 . 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 February 10, 2026, the Company entered into an employment agreement with Steve O’Loughlin to serve as the Company’s Chief Financial Officer effective March 2, 2026. The employment agreement provides for an initial annual base salary of $450,000. The employment agreement also provides for an initial grant of 9,500 restricted stock units, vesting as follows: 25% on the six-month anniversary of the effective date, 25% on the twelve-month anniversary of the effective date, and the remaining 50% in twelve quarterly installments thereafter, subject to continued employment. Under the employment agreement, if Mr. O’Loughlin’s employment is terminated by the Company without cause or by Mr. O’Loughlin for good reason, he will be entitled to (i) severance equal to six months of base salary, payable over six months, (ii) his target annual bonus for the period of time between the end of the last fiscal year and the termination date; and (iii) accelerated vesting of all unvested equity previously granted, in each case subject to his timely execution and non-revocation of a release of claims and continued compliance with applicable covenants. On February 13, 2026, the Company entered into an employment agreement with Christopher Downs, the Company’s current Chief Financial Officer, pursuant to which Mr. Downs agreed to resign as Chief Financial Officer effective March 2, 2026 and to serve as the Company’s Senior Vice President – Finance effective March 2, 2026. The employment agreement provides for an initial annual base salary of $350,000. Under the employment agreement, if Mr. Downs’s employment is terminated by the Company without cause or by Mr. Downs for good reason, he will be entitled to severance equal to six months of base salary, payable over six months. On February 26, 2026, the Company entered into an employment agreement with Lynne Kelley to serve as the Company’s Chief Medical Officer effective March 2, 2026. The employment agreement provides for an initial annual base salary of $450,000. The employment agreement also provides for an initial grant of 9,500 restricted stock units, vesting as follows: 25% on the six-month anniversary of the effective date, 25% on the twelve-month anniversary of the effective date, and the remaining 50% in twelve quarterly installments thereafter, subject to continued employment. Under the employment agreement, if Dr. Kelley’s employment is terminated by the Company without cause or by Dr. Kelley for good reason, she will be entitled to (i) severance equal to six months of base salary, payable over six months, (ii) her target annual bonus for the period of time between the end of the last fiscal year and the termination date; and (iii) accelerated vesting of all unvested equity previously granted. 55 On February 27, 2026, the Company and Dr. Sandra Silberman, the Company’s former Chief Medical Officer, entered into a Separation and Severance Agreement (the “Separation Agreement”), which memorializes the terms of Dr. Silberman’s separation from service with the Company. Pursuant to the Separation Agreement, the Company will provide severance benefits, equal to three months of Dr. Silberman’s current annualized base salary, paid in three equal monthly installments. On March 2, 2026, the Company entered into an employment agreement with Dylan Wenke to serve as the Company’s Chief Business Officer effective March 2, 2026. The employment agreement provides for an initial annual base salary of $415,000. The employment agreement also provides for an initial grant of 9,500 restricted stock units, vesting as follows: 25% on the six-month anniversary of the effective date, 25% on the twelve-month anniversary of the effective date, and the remaining 50% in twelve quarterly installments thereafter, subject to continued employment. Under the employment agreement, if Dr. Wenke’s employment is terminated by the Company without cause or by Dr. Wenke for good reason, she will be entitled to (i) payment of a prorated earned bonus, (ii) accelerated vesting of all unvested equity awards previously granted to the Executive, (iii) a severance payment equal to six months of base salary plus target bonus, and (iv) Company paid COBRA continuation at active-employee rates for up to six months. On March 2, 2026, the Company entered into an employment agreement with Eric Faulkner to serve as the Company’s Chief Technology Officer effective March 2, 2026. The employment agreement provides for an initial annual base salary of $450,000. The employment agreement also provides for an initial grant of 9,500 restricted stock units, vesting as follows: 25% on the six-month anniversary of the effective date, 25% on the twelve-month anniversary of the effective date, and the remaining 50% in twelve quarterly installments thereafter, subject to continued employment. Under the employment agreement, if Dr. Faulkner’s employment is terminated by the Company without cause or by Dr. Faulkner for good reason, she will be entitled to (i) payment of a prorated earned bonus, (ii) accelerated vesting of all unvested equity awards previously granted to the Executive, (iii) a severance payment equal to six months of base salary plus target bonus, and (iv) Company paid COBRA continuation at active-employee rates for up to six months. In March 2026, the Board of Directors approved, based upon the recommendation of the Compensation Committee, cash bonuses totaling $418,800 to the officers of the Company. Pursuant to the terms of the May 13, 2025 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 December 31, 2025, the Company has sold 178,933 Shares pursuant to the AGP ATM Sales Agreement for gross proceeds of approximately $516,758. 56 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. None.