What changed in this filing

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Item 1. Legal Proceedings

2025-10-30 compared with 2025-08-14 · 33 added, 79 removed, 53 unchanged (68% of the section changed)

6 unchanged sentences

The Company timely requested a hearing, which hearing took place as scheduled on July 15, 2025.

On July 22, 2025, the Panel issued the July 2025 Decision granting the Company’s request for continued listing on Nasdaq, subject to the Company demonstrating compliance with (1) the Minimum Stockholders’ Equity Requirement pursuant to Listing Rule 5550 (b)(1) by August 14, 2025 by filing a timely public disclosure describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term compliance of the Minimum Stockholders’ Equity Requirement, and by providing an indication of its equity following those transactions, with the option by including in the public filing a balance sheet not older than 60 days with pro forma adjustments for any significant transactions or events occurring on or before the report date;

providing an indication of its equity following those transactions, with the option by including in the public filing a balance sheet not older than 60 days with pro forma adjustments for any significant transactions or events occurring on or before the report date;

and (2) the Minimum Bid Requirement by September 8, 2025.

On August 22, 2025, the Company received the August 2025 Letter from Nasdaq confirming its compliance with Nasdaq Listing Rule 5550(b).

Specifically, the August 2025 Letter confirmed that the Company was in compliance with both (1) the Market Value of Listing Securities standard under 5550(b)(2), which requires certain companies to maintain a market value of listed securities of at least $35 million as well as compliance with (2) the alternative stockholders’ equity threshold under 5550(b)(1) or the Minimum Stockholders’ Equity Requirement.

Accordingly, the Company satisfied two alternative criteria under Nasdaq Listing Rule 5550.

As a result of such compliance, Nasdaq permitted the Company the remainder of the previously announced grace period to regain compliance with the $1.00 bid price rule under Nasdaq Listing Rule 5550(a)(2), through November 12, 2025.

Nasdaq previously required that the Company remedy the bid price deficiency by September 8, 2025, a deadline that no longer applies.

The August 2025 Letter also provided that, solely with respect to the Equity Standard, the Company remains subject to a one-year panel monitoring period, through August 22, 2026.

If, within that one-year monitoring period, the Staff determines that the Company no longer satisfies the Equity Standard (and the Company is not then in compliance with one of the alternative standards under Rule 5550(b)), the Company will not be permitted to provide the Staff with a plan of compliance and the Staff is not permitted to grant additional time to regain compliance with the Equity Standard nor will the Company be afforded an applicable cure or compliance period.

Instead, the Staff will issue a delist determination letter, and the Company will have an opportunity to request a new hearing before the Nasdaq Hearings Panel, which request would stay any further action by the Staff pending the ultimate outcome of the hearing.

There can be no assurances that we will be able to comply with the applicable listing requirements and standards of Nasdaq.

8 unchanged sentences

Instead, the Staff would issue a “Delist Determination Letter” and we would have an opportunity to request a Nasdaq hearing panel regarding our continued listing.

As disclosed in this Quarterly Report, our stockholders’ equity as of March 31, 2025 was below the Minimum Stockholders’ Equity Requirement.

Accordingly, we expect the Staff will issue a “Delist Determination Letter” and, once issued, we intend to request a hearing before a Nasdaq hearing panel regarding our continued listing with respect to the Minimum Stockholders’ Equity Requirement.

On June 3, 2025, the Staff notified the Company that it was not in compliance with the Minimum Stockholders’ Equity Requirement.

2 unchanged sentences

The Company timely requested a hearing, which hearing took place as scheduled on July 15, 2025.

On July 22, 2025, the Panel issued the July 2025 Decision, granting the Company’s request for continued listing on Nasdaq, subject to the Company demonstrating compliance with (1) the Minimum Stockholders’ Equity Requirement pursuant to Listing Rule 5550 (b)(1) by August 14, 2025 by filing a timely public disclosure describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term compliance of the Minimum Stockholders’ Equity Requirement, and by providing an indication of its equity following those transactions, with the option by including in the public filing a balance sheet not older than 60

days with pro forma adjustments for any significant transactions or events occurring on or before the report date;

and (2) the Minimum Bid Requirement by September 8, 2025.

There can be no assurance that the Company will be able to regain compliance with the Minimum Stockholders' Equity Requirement or the Minimum Bid Requirement.

On August 22, 2025, the Company received a letter (the “August 2025 Letter”) from Nasdaq confirming its compliance with Nasdaq Listing Rule 5550(b).

Accordingly, the Company satisfied two alternative criteria under Nasdaq Listing Rule 5550.

Nasdaq previously required that the Company remedy the bid price deficiency by September 8, 2025, a deadline that no longer applies.

The August 2025 Letter also provided that, solely with respect to the Equity Standard, the Company remains subject to a one-year panel monitoring period, through August 22, 2026.

There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Requirement or that the Company will maintain compliance with the Equity Standard.

Minimum Bid Requirement

27 unchanged sentences

Purchases of Equity Securities

EXHIBIT INDEX

PLUS THERAPEUTICS, INC.

Exhibit Number

Exhibit Title

Filed with this Form 10-Q

Incorporated by Reference

Composite Certificate of Incorporation

Certificate of Amendment to Amended and Restated Certificate

Certificate of Amendment to the Certificate of Incorporation, as amended

Amended and Restated Bylaws of Plus Therapeutics, Inc.

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock

Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock

Description of Securities

Form of Common Stock Certificate

Form of Pre-Funded Warrant

Form of Amendment and Restatement of the May 2024 Series A Warrant

Form of Amendment and Restatement of the May 2024 Series B Warrant

Form of Amended and Restated Series B Common Stock Purchase Warrant

Form of Pre-Funded Warrant

Form of Warrant issued pursuant to the Securities Purchase and Exchange Agreement, dated February 13, 2025, by and

among Plus Therapeutics, Inc.

and the purchasers named therein

Form of Pre-Funded Warrant

Form of Series A Common Stock Purchase Warrant

Form of Series B Common Stock Purchase Warrant

Form of A&R Series B Warrant

Securities Purchase and Exchange Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc.

and the purchasers named therein

Form of Secured Convertible Note for Funding Notes issued pursuant to the Securities Purchase and Exchange Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc.

and the purchasers names therein

Form of Secured Convertible Note for Exchange Notes issued pursuant to the Securities Purchase and Exchange Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc.

and the purchasers names therein

Security Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc., CNSide Diagnostics, LLC and Iroqouis Master Fund Ltd., as collateral agent for the purchasers names therein

Subsidiary Guarantee, dated as of February 13, 2025, by and among CNSide Diagnostics, LLC and the purchasers named therein

Registration Rights Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc.

and the purchasers named therein

Second Amendment to Securities Purchase Agreement, dated May 5, 2024, as amended on May 9, 2024, by and among Plus Therapeutics, Inc.

and the purchasers named therein

Securities Purchase Agreement, dated as of March 4, 2025

Registration Rights Agreement, dated as of March 4, 2025

First Amendment to Securities Purchase and Exchange Agreement, dated as of March 4, 2025

Form of Letter Agreement

Purchase Agreement, dated June 17, 2025, by and between Plus Therapeutics, Inc.

and Lincoln Park Capital Fund, LLC

Registration Rights Agreement, dated June 17, 2025, by and between Plus Therapeutics, Inc.

and Lincoln Park Capital Fund, LLC

Form of Support Letter, dated July 11, 2025, by and between Plus Therapeutics, Inc.

and certain holders

Exhibit 10.41

Amended & Restated 2020 Stock Incentive Plan, amended August 7, 2025

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-1.04(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications Pursuant to 18 U.S.C.

Section 1350/ Securities Exchange Act Rule 13a-14(b), as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Schema Document

Inline XBRL Calculation Linkbase Document

Inline XBRL Definition Linkbase Document

Inline XBRL Label Linkbase Document

Inline XBRL Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* In accordance with Item 601(b)(32)(ii) of Regulation S‑K and SEC Release No.

34‑47986, the certifications furnished in Exhibits 31.1, 31.2 and 32.1 hereto are deemed to accompany this Form 10‑Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the Company specifically incorporates them by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PLUS THERAPEUTICS, INC.

August 14, 2025

President & Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer)

/s/ Andrew Sims

The following table provides certain information with respect to the Company's purchases of its common stock for the three months ended September 30, 2025.

Company Purchases of Common Stock

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs

Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs (1)

July 1 - 31, 2025

August 1 - 31, 2025

Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer and Principal Accounting Officer)

September 1 - 30, 2025

(1) On March 4, 2025, the Company entered into a securities purchase agreement with various purchasers (the “Purchasers”), pursuant to which the Company issued to such Purchasers in a private placement (“March 2025 Private Placement”) common stock of the Company.

On June 17, 2025, the Company and the Purchasers entered into a letter agreement (the “Letter Agreement”) with each of the Purchasers in an effort to, among other items, minimize the dilutive impact of the March 2025 Private Placement.

The Letter Agreement provided for the return and cancellation of Private Placement Shares and Pre-Funded Warrants.

Refer to Note 13.

Stockholders’ Equity in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the Letter Agreement.

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. Legal Proceedings