What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-14 · 232 added, 280 removed, 199 unchanged (72% of the section changed)

2 unchanged sentences

Balance Sheets

(in thousands, except share and per share amounts)

Current Assets:

13 unchanged sentences

Total Liabilities

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, 300,000,000 shares authorized and 811,449 and 632,516 shares issued and outstanding, respectively

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized and 0 shares issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 300,000,000 shares authorized at June 30, 2026 and December 31, 2025 and 1,461,449 and 632,516 shares issued and outstanding at June 30, 2026 and December 31, 2025

Additional paid-in capital

Accumulated deficit

( 105,212,314 )

( 100,275,268 )

Total Stockholders' Equity

3 unchanged sentences

Statements of Operations

Three Months Ended

March 31, 2026

March 31, 2025

(in thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

General and administrative

Research and development

General and administrative

Total operating expenses

Loss from operations

( 4,975,205 )

( 4,337,660 )

Other income (expenses):

Other income (expense):

Interest income

1 unchanged sentence

Total other income (expense)

$ ( 4,937,046 )

$ ( 4,301,320 )

Loss per share - basic

5 unchanged sentences

Statements of Stockholders' Equity

For the three months ended March 31, 2026 and

(in thousands, except share amounts)

Stockholders'

Balance, December 31, 2024

$ 104,797,191

$ ( 100,275,268 )

Common stock issued for cash, net

Stock repurchase during stock split rounding

Stock-based compensation

( 4,937,046 )

Balance, March 31, 2025

$ 105,282,208

$ ( 105,212,314 )

Common stock issued for cash, net

Stock issued for warrants exercised

Stock-based compensation

Balance, June 30, 2025

Balance, December 31, 2025

1 unchanged sentence

Common stock issued for cash, net

Stock repurchase during stock split rounding

Stock-based compensation

( 4,301,320 )

Balance, March 31, 2026

Issuance of common stock and pre-funded warrants, net of offering costs

Stock-based compensation

Balance, June 30, 2026

$ ( 107,800 )

2 unchanged sentences

Statements of Cash Flows

Three Months Ended

March 31, 2026

March 31, 2025

(in thousands)

Six Months Ended

Cash Flows from Operating Activities:

$ ( 4,937,046 )

$ ( 4,301,320 )

Adjustments to reconcile net loss to net cash used in operating activities:

4 unchanged sentences

Net cash used in operating activities

( 4,648,618 )

( 3,241,907 )

Cash Flows from Investing Activities:

2 unchanged sentences

Cash Flows from Financing Activities:

Payments of deferred offering costs

Payments on notes payable

Payments to stockholders for stock split round

Proceeds from exercises, including future exercises, of warrants

Payments to stockholders for stock split rounding

Proceeds from subscription receivable

Proceeds from equity issuance

Proceeds from sale of common stock and pre-funded warrants,

Net cash provided by financing activities

Net change in cash and cash equivalents

( 4,250,137 )

Cash and cash equivalents, at beginning of period

5 unchanged sentences

Prepaid insurance financed with note payable

Amortization of deferred offering costs

Amortization of deferred offering costs to equity

See accompanying notes to the unaudited financial

5 unchanged sentences

“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.

In March 2026, the Company announced

a new corporate strategy focused on developing innovative therapies for serious diseases.

The Company is leveraging its executive team’s

multi-functional experiences across high-value therapeutic areas to execute its new corporate strategy, which also includes pivoting from

a singular focus on glioblastoma multiforme and exploring out-licensing opportunities for its legacy assets TPI 287 and Berubicin for

which the Company has intellectual property rights under license agreement with Cortice and owns pursuant to a collaboration and asset

purchase agreement with Reata.

Note 2 – Summary of Significant Accounting

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The unaudited financial statements include all

adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed

adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company, necessary in order to make the condensed

financial statements not misleading.

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.

Operating results for the six months ended June 30, 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

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have been omitted.

Liquidity and Going Concern - These financial statements have

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 that might result from the outcome of this uncertainty.

Cash and Cash Equivalents - The Company considers all highly

liquid accounts with original maturities of three months or less at the date of acquisition to be cash equivalents.

Periodically, the

Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000.

The amount in excess of

the FDIC insurance as of 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:

Liquidity and Going Concern - Since inception, the Company

has a history of net losses and negative cash flows from operations.

For the six months ended June 30, 2026, the Company recorded a net

loss of approximately $ 7.5 million and used cash in operations of approximately $ 8.2 million.

As of June 30, 2026, the Company had an

accumulated deficit of approximately $ 107.8 million and cash of approximately $ 20 .0 million.

On May 5, 2026, the Company completed a

private placement financing resulting in gross proceeds of approximately $ 22.5 million (see Note 4 – Equity).

The Company 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, these financial statements have been prepared

assuming the Company will continue as a going concern.

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 Company did not carry any cash balances in excess of the FDIC limit as of June

The Company has not experienced losses on these accounts and it 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

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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.

Related Parties - The Company follows Accounting

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

reverses any previously recognized compensation cost associated with forfeited RSUs in the period which the forfeiture occurs.

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.

- 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.

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

4 unchanged sentences

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

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 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

Segment Reporting

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

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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.

for an aggregate of $ 0.4 million, 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 March 31, 2026 and December

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

As of June 30, 2026 and December

31, 2025, the Company’s note payable balance was de minimis and $ 0.3 million, respectively.

On May 15, 2026, the Company terminated

certain insurance policies that were financed by the short-term note payable and was issued a return of the premium that was financed

by its short-term note payable, which resulted in a de minimis balance related to other insurance policies financed by the short-term

note payable as of June 30, 2026.

Note 4 – Equity

9 unchanged sentences

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

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 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

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

Common Stock and Pre-Funded Warrants

On May 4, 2026, the Company entered into a Securities Purchase Agreement

(the “Purchase Agreement”) with institutional investors (the “Investors”), pursuant to which the Investors purchased

in a private placement:

(i) 650,000 shares of the Company’s 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 (the “Pre-Funded Warrants”) at a purchase price of $2.299 per Pre-Funded

Warrant (the “Offering”).

Subject to certain ownership limitations, the Pre-Funded Warrants are

exercisable immediately upon issuance into one share of common stock at an exercise price per share of $0.001 (as adjusted from time to

time in accordance with the terms thereof) and expire once such Pre-Funded Warrant is fully exercised.

The holder of a Pre-Funded Warrant

is prohibited from exercising any Pre-Funded Warrants to the extent that such exercise would result in the number of shares of common

stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% as applicable) of the total number of shares of common

stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s

election not to exceed 9.99%.

The gross proceeds to the Company from the Offering were approximately $ 22.5 million.

Net proceeds, after

deducting commissions and other offering expenses, were $ 20.7 million.

As of June 30, 2026, no Investors have exercised their Pre-Funded

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 with initial aggregate sales price of up to $5.2 million.

On July 30, 2024, the Company increased the aggregate

sales price of common stock 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 stock 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 $1.8 million, which amount does not

include any shares of common stock sold prior to such date.

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 A.G.P.

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 A.G.P.

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 A.G.P.

Warrant and one accompanying Common Warrant was $15.17.

Subject to certain ownership limitations, the Warrants are exercisable

immediately upon issuance.

Each Pre-Funded A.G.P.

Warrant is exercisable into one share of common stock at a price per share of $0.001

and expire once such Pre-Funded A.G.P.

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 closing of this offering occurred on May 14, 2025.

The following table summarizes the common stock and pre-funded warrant

activity for the six months ended June 30, 2026 and 2025 (in thousands, except share amounts):

Schedule of pre funded warrant activity

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

Purchase Agreement

Pre-Funded Warrants

AGP ATM Sales Agreement

Common stock and Common Warrant

Common stock and Pre-Funded A.G.P.

Stock Options

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The 2020 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,

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.

7 unchanged sentences

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,

As of June 30,

2026, there were 38,204 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 three months ended March 31, 2026:

the stock option activity for the six months ended June 30, 2026:

Schedule of stock option activity

1 unchanged sentence

Outstanding, December 31, 2025

Outstanding, March 31, 2026

Exercisable, March 31, 2026

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

Outstanding, June 30, 2026

Exercisable, June 30, 2026

As of June 30, 2026, the outstanding stock options have a weighted

average remaining term of 9.37 years and no aggregate intrinsic value.

1 unchanged sentence

The following table summarizes the stock warrant

activity for the three months ended March 31, 2026:

activity for the six months ended June 30, 2026:

Schedule of stock warrant

1 unchanged sentence

Outstanding, December 31, 2025

Outstanding, March 31, 2026

Exercisable, March 31, 2026

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

Outstanding, June 30, 2026

Exercisable, June 30, 2026

As of June 30, 2026, the outstanding and exercisable warrants have

a weighted average remaining term of 3.86 years and had no aggregate intrinsic value.

Restricted Stock Units

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 three months

ended March 31, 2026:

The following table summarizes the RSUs activity for the six months

ended June 30, 2026:

Schedule of RSUs activity

1 unchanged sentence

Non-vested, December 31, 2025

Non-vested, March 31, 2026

Non-vested, June 30, 2026

Performance Units

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 three months ended March 31, 2026:

the PUs activity for the six months ended June 30, 2026:

Schedule of PUs activity

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Forfeited/Cancelled

Non-vested, March 31, 2026

Non-vested, June 30, 2026

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense for

the six months ended June 30, 2026 (in thousands):

Schedule of stock based compensation

Three Months Ended June 30,

Six Months Ended June 30,

Stock options

At June 30, 2026, the Company had $ 0.2 million of unrecognized stock-based

compensation expense related primarily to outstanding RSUs.

The Company did no t have any unrecognized expense related to PUs.

Note 5 – Commitments and Contingencies

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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 for 2025 totaling $ 418,800 to the officers of the Company during 2025.

Reata Agreement

On November 21, 2017, the Company entered into a Collaboration and

Asset Purchase Agreement with Reata Pharmaceuticals, Inc.

Through this agreement, the Company purchased all of

Reata’s rights, title, interest and previously conducted research and development results in the chemical compound commonly known

as Berubicin.

In exchange for these rights, the Company agreed to pay Reata an amount equal to 2.25% of the net sales of Berubicin for

a period of 10 years from the Company’s first commercial sale of Berubicin plus $ 10,000 .

Reata also agreed to collaborate with the

Company on the development of Berubicin, from time to time.

Cortice Biosciences, Inc.

1 unchanged sentence

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 March 31,

2026, there were no accruals related to the milestone payments.

(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 (iii) the expiration of the last to expire valid patent claim in such country covering such licensed

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.

As of June 30, 2026, there were no accruals related to the milestone payments.

Note 6 – Earnings Per Share

The following potentially dilutive securities have been excluded from

the diluted per share calculations as they would be anti-dilutive:

Schedule of anti-dilutive shares

Three Months Ended June 30,

Six Months Ended June 30,

Stock options

Outstanding pre-funded warrants as of June 30, 2026 are 9,143,479 .

Pre-funded warrants are considered outstanding as of their issuance date and are included in basic and diluted net loss per share because

they are fully vested and exercisable for nominal cash consideration.

Note 7 – Fair Value Measurements

The following table presents information about our financial assets

measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values

(in thousands):

Schedule of fair value measurements

June 30, 2026

Bank deposit account

December 31, 2025

Bank deposit account

Bank deposit accounts are included within cash and cash equivalents in the accompanying balance sheets and are recognized at fair value.

As of June 30, 2026 and December 31, 2025, the Company only held Level 1 financial instruments and there were no transfers among levels.

Note 8 – Subsequent Events

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.

On August 11, 2026, Michal Fisher was nominated and appointed to

serve as a member of our Compensation Committee.

Fisher was appointed to our Board of Directors on May 4, 2026.

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