What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-14 · 259 added, 237 removed, 220 unchanged (69% of the section changed)

2 unchanged sentences

Balance Sheets

September 30,

Current Assets:

1 unchanged sentence

Deferred offering costs

Subscription receivable

Prepaid expenses and other current assets

4 unchanged sentences

Total noncurrent assets

Liabilities and Stockholders' Equity (Deficit)

Liabilities and Stockholders' Equity

Current Liabilities:

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Total Liabilities

Stockholders' Equity (Deficit):

Commitments and contingencies

Stockholders' Equity:

Preferred stock, $ 0.001 par value, 5,000,000 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

Common stock, $ 0.001 par value, 300,000,000 shares authorized and 811,449 and 632,516 shares issued and outstanding, respectively

Additional paid-in capital

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( 100,275,268 )

Total Stockholders' Equity (Deficit)

Total Liabilities and Stockholders' Equity (Deficit)

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

See accompanying notes to the unaudited financial

1 unchanged sentence

Statements of Operations

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Three Months Ended

March 31, 2026

March 31, 2025

Operating expenses:

5 unchanged sentences

( 4,337,660 )

( 10,000,433 )

( 11,701,895 )

Other income (expenses):

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$ ( 4,301,320 )

$ ( 9,894,762 )

$ ( 11,681,435 )

Loss per share - basic

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CNS Pharmaceuticals, Inc.

Statements of Stockholders' Equity (Deficit)

For the three and nine months ended September

30, 2025 and 2024

Statements of Stockholders' Equity

For the three months ended March 31, 2026 and

Stockholders'

Equity (Deficit)

Balance December 31, 2025

$ 104,797,191

Common stock issued for cash, net

Stock cancelled during stock split rounding

Stock-based compensation

$ ( 100,275,268 )

( 4,301,320 )

Balance, March 31, 2025

( 88,726,024 )

Common stock issued for cash, net

Stock issued for warrants exercised

Stock-based compensation

1 unchanged sentence

( 4,937,046 )

Balance, June 30, 2025

( 91,100,985 )

Stock cancelled during stock split rounding

Stock issued for warrants exercised

Stock-based compensation

Deferred offering costs

( 3,218,481 )

Balance, September 30, 2025

Balance, March 31, 2026

$ 105,282,208

2 unchanged sentences

$ ( 84,424,704 )

$ ( 4,432,115 )

Stock issued for cash, net

Exercise of warrants

Common stock issued for cash, net

Stock repurchase during stock split rounding

Stock-based compensation

3 unchanged sentences

$ ( 88,726,024 )

( 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 )

Stock issued for cash and warrants, net

Stock based compensation

Stock issued for license agreement

( 5,605,934 )

Balance September 30, 2024

$ ( 81,248,338 )

See accompanying notes to the unaudited financial

1 unchanged sentence

Statements of Cash Flows

September 30, 2025

September 30, 2024

Three Months Ended

March 31, 2026

March 31, 2025

Cash Flows from Operating Activities:

3 unchanged sentences

Stock-based compensation

Common stock issued for license agreement

Gain on disposal of fixed assets

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Deferred offering costs

Accounts payable and accrued expenses

( 1,806,420 )

Net cash used in operating activities

1 unchanged sentence

( 3,241,907 )

Cash Flows from Investing Activities:

Purchase of property and equipment

Net cash used in investing activities

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 rounding

Payments to stockholders for stock split round

Proceeds from subscription receivable

Proceeds from sale of common stock and warrants, net

Proceeds from equity issuance

Net cash provided by financing activities

Net change in cash and cash equivalents

( 4,250,137 )

Cash and cash equivalents, at beginning of period

12 unchanged sentences

(“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

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

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 .

“Company”) is a biotechnology company organized as a Nevada corporation in July 2017.

In March 2026, we announced a new corporate

strategy focused on developing innovative therapies for serious diseases.

We are leveraging our executive team’s multi-functional

experiences across high-value 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.

Note 2 – Summary of Significant Accounting

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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”).

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the

final results that may be expected for the year ending December 31, 2026.

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, 2025 included in our

Form 10-K filed with the SEC on March 31, 2026 (“Form 10-K”).

Notes to the financial statements which would substantially

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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.

been prepared assuming the Company will continue as a going concern.

The Company has a history of net losses and negative cash flows from

For the three months ended March 31, 2026, the Company recorded a net loss of approximately $ 4.9 million and used cash in

operations of approximately $ 4.6 million.

As of March 31, 2026, the Company had an accumulated deficit of approximately $ 105 million and

cash of approximately $ 3 .0 million.

These conditions initially raised substantial doubt about the Company's ability to continue as a going

concern within twelve months of the issuance date of these financial statements.

However, subsequent to March 31, 2026, on May 5, 2026,

the Company completed a private placement financing resulting in gross proceeds of approximately $ 22.5 million (see Note 6 – Subsequent

Management believes that the net proceeds from this financing, combined with the Company's existing cash resources, are sufficient

to fund planned operations beyond twelve months from the date these financial statements are issued.

Accordingly, management has concluded

that the substantial doubt about the Company's ability to continue as a going concern has been alleviated.

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.

cannot be certain that such events or a combination thereof can be achieved.

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

Cash and Cash Equivalents - The Company considers all highly

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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.

the FDIC insurance as of March 31, 2026 was $ 0 .

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

Machinery and equipment

Furniture and office equipment

Repairs and maintenance costs are expensed as incurred.

Related Parties - The Company follows ASC

850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Stock-based Compensation - Employee and non-employee share-based

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our performance against predefined share price targets and the achievement of Positive Interim, Clinical Data as defined by the Board.

- 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

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

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

As of March 31, 2026, 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 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

shares, unvested restricted stock units of 57,010 common shares, and options for 14,961 common shares.

As of March 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

4,965 common shares, unvested restricted stock units of 10 common shares, unvested performance units of 1 and options for 23 common shares.

Segments Reporting

The Company manages its operations as a single segment for the purpose

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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.

loss 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 loss from operations.

Note 3 – Note Payable

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related to the note will be repaid over an 11-month period with the final payment due on October 8, 2026 .

As of September 30, 2025, the

Company’s note payable balance was $ 30,793 .

As of March 31, 2026 and December

31, 2025, the Company’s note payable balance was $ 232,353 and $ 328,571 , respectively.

Note 4 – Equity

3 unchanged sentences

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.

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 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.

On July 26, 2024, the Company entered into a Sales Agreement (the “AGP

11 unchanged sentences

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,

During the period ended March 31, 2026, the Company sold 178,933

shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $ 501,000 .

During the period ended March 31, 2025, the Company sold 127,582

shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $ 9

As of March 31, 2026, the Company sold 447,102

shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $ 23.7

Stock Options

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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.

As of March 31, 2026, there were no awards remaining to be issued under the 2017 Plan.

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

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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 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

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 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).

As of March 31,

2026, there were 43,081 shares of common stock remaining to be issued under the 2020 Plan.

During the three months ended March 31, 2026 and 2025, the Company

recognized $ ( 12,156 ) and $ 44,943

of stock-based compensation, respectively, related to outstanding stock options.

During the period ended March 31, 2026, the Company

reversed the stock-based compensation expense recognized in the prior period for options that were forfeited and not vested as of March

At March 31, 2026, the Company had $ 43,179

of unrecognized expenses related to outstanding options.

The following table summarizes

the stock option activity for the nine months ended September 30, 2025:

the stock option activity for the three months ended March 31, 2026:

Schedule of stock option activity

1 unchanged sentence

Outstanding, December 31, 2025

Outstanding, September 30, 2025

Exercisable, September 30, 2025

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.

Outstanding, March 31, 2026

Exercisable, March 31, 2026

As of March 31, 2026, the outstanding stock options have a weighted

average remaining term of 9.62 years and no aggregate intrinsic value.

Stock Warrants

The following table summarizes the stock warrant

activity for the nine months ended September 30, 2025:

activity for the three months ended March 31, 2026:

Schedule of stock warrant

1 unchanged sentence

Outstanding, December 31, 2025

Outstanding, September 30, 2025

Exercisable, September 30, 2025

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.

Outstanding, March 31, 2026

Exercisable, March 31, 2026

As of March 31, 2026, the outstanding and exercisable warrants have

a weighted average remaining term of 4.11 years and had no 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

During the three months ended March 31, 2026 and 2025, the Company

recognized $ 14,711 and $ 17,424 of stock-based compensation, respectively, related to outstanding stock RSUs.

At March 31, 2026, the Company

had $ 211,904 of unrecognized expenses related to outstanding RSUs.

The following table summarizes

the RSUs activity for the nine months ended September 30, 2025:

The following table summarizes the RSUs activity for the three months

ended March 31, 2026:

Schedule of RSUs activity

1 unchanged sentence

Non-vested, December 31, 2025

Non-vested, September 30, 2025

Non-vested, March 31, 2026

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.

During the three months ended March 31,

2026 and 2025, the Company recognized $ 0

and $ 0 , respectively, related to outstanding stock PUs.

At March 31, 2026, 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:

the PUs activity for the three months ended March 31, 2026:

Schedule of PUs activity

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Non-vested – December 31, 2025

Non-vested, September 30, 2025

Forfeited/Cancelled

Non-vested, March 31, 2026

Note 5 – Commitments and Contingencies

Executive Employment Agreements

On September 1, 2017, the Company entered into an employment agreement

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

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

Climaco’s base salary.

Such severance payment shall be made in a single lump sum sixty days following the termination, provided

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.

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.

timely execution, non-revocation, and compliance with the agreement’s terms, the Company is providing 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.

continued group medical coverage under COBRA for twelve months following the Separation Date.

On December 16, 2025, the Company entered into an employment agreement

Rami Levin pursuant to which Mr.

Levin agreed to serve as Chief Executive Officer and President of the Company commencing on

Pursuant to the employment agreement, the compensation committee of the board of directors reviews the base salary payable

Levin annually during the term of the agreement.

Commencing on January 1, 2026, the compensation committee of the board of directors

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.

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.

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 .

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.

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 .

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;

(iii) accelerated vesting of all unvested equity previously granted.

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 .

Under the employment agreement, if Dr.

Faulkner’s employment is terminated by the

Company without cause or by Dr.

Faulkner for good reason, he 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.

Effective March 2, 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 is providing severance benefits, equal to three months of Dr.

Silberman’s current annualized base salary, paid in three

equal monthly installments.

Effective March 2, 2026, the Company and Dr.

Donald Picker, the Company’s

former Chief Scientific Officer, entered into a Separation and Severance Agreement (the “Separation Agreement”), which memorializes

the terms of Dr.

Picker’s separation from service with the Company.

Pursuant to the Separation Agreement, the Company is providing

severance benefits, equal to four months of Dr.

Picker’s current annualized base salary, paid in four equal monthly installments.

In March 2026, 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.

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 September 30, 2025, the Company has accrued $ 177,309 related to

Hsu’s Scientific Advisory Board compensation.

of the Compensation Committee, cash bonuses for 2025 totaling $ 418,800 to the officers of the Company during 2025.

Cortice Biosciences, Inc.

31 unchanged sentences

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

As of March 31,

2026, 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.

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.

On May 4, 2026, the Company entered into Securities Purchase Agreements

(“SPAs”) for a private placement financing that resulted in gross proceeds of approximately $22.5 million.

Pursuant to the

terms of the securities purchase agreements, the Company sold an aggregate of (i) 650,000 shares of its common stock (“Common Stock”)

at a purchase price of $2.30 per share and (ii) pre-funded warrants to purchase 9,143,479 shares of common stock at a purchase price of

$2.299 per pre-funded warrant.

The pre-funded warrants have an exercise price of $0.001 per share.

The private placement closed on May

We intend to use these proceeds to identify and secure the rights to development stage assets and advance any assets we obtain

the rights to.

The timing, cost and ultimate success of which are all difficult to predict.

The cost of advancing any drug candidate will

require significant additional capital.

We have no commitments for such additional needed capital and will likely be required to raise

additional capital through the sale of additional equity or debt securities.

On May 4, 2026,

Jerzy (George) Gumulka resigned as a member of the Company’s Board of Directors (the

Gumulka’s resignation from the Board was not a result of any disagreement with the Company on

any matter relating to the Company's operations, policies or practices.

May 4, 2026, the Board agreed to appoint Michal Fisher as an independent member of the Company’s Board.

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