What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-15 · 96 added, 70 removed, 273 unchanged (38% of the section changed)

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• Liquidity and Capital Resources that discusses key aspects of our consolidated statements of cash flows, changes in our financial position and our financial commitments.

Plus Therapeutics is a U.S.

healthcare company developing and commercializing precision diagnostics and targeted radiopharmaceuticals for central nervous system (“CNS”) cancers.

CNSide Diagnostics, LLC (“CNSide Diagnostics”) is our wholly owned subsidiary that develops and commercializes proprietary laboratory-developed tests, such as CNSide®, designed to identify tumor cells that have metastasized to the central nervous system in patients with carcinomas and melanomas.

In radiopharmaceuticals, our lead candidate, rhenium ( 186 Re) obisbemeda, is designed specifically for CNS cancers including recurrent glioblastoma (“GBM”), leptomeningeal metastases (“LM”), and pediatric brain cancers (“PBC”) by direct localized delivery utilizing approved standard-of-care tissue access such as with convection-enhanced delivery (“CED”) and intraventricular brain (Ommaya reservoir) catheters.

Our acquired radiotherapeutic candidate, Rhenium-188 NanoLiposome Biodegradable Alginate Microsphere (“ 188 RNL-BAM”) is designed to treat many solid organ cancers including primary and secondary liver cancers by intra-arterial injection.

Cerenome, Inc., previously known as Plus Therapeutics, Inc., is a U.S.

healthcare company focused on central nervous system (“CNS”) cancers through three complementary business areas:

precision diagnostics, targeted radiopharmaceutical therapeutics, and proprietary data analytics.

CNSide Diagnostics, LLC (“CNSide Diagnostics”) is our wholly owned subsidiary that develops and commercializes proprietary laboratory-developed tests, including the CNSide® cerebrospinal fluid (“CSF”) assay platform, designed to identify, characterize and monitor tumor cells in patients with CNS cancers.

In radiopharmaceutical therapeutics, our lead product candidate, rhenium ( 186 Re) obisbemeda (REYOBIQ), is designed specifically for CNS cancers, including recurrent glioblastoma (“GBM”), leptomeningeal metastases (“LM”), and pediatric brain cancers (“PBC”), through direct localized delivery utilizing approved standard-of-care tissue access methods, including convection-enhanced delivery (“CED”) and intraventricular brain (Ommaya reservoir) catheters.

Our acquired radiotherapeutic candidate, Rhenium-188 NanoLiposome Biodegradable Alginate Microsphere (“ 188 RNL-BAM”), is designed to treat primary and metastatic solid organ cancers, including liver cancers, through intra-arterial administration.

We are also developing proprietary data analytics capabilities intended to integrate clinical, diagnostic and therapeutic data to support operational efficiency, clinical decision-making, real-world evidence generation, and future product development across its CNS oncology platform.

Traditional approaches to radiation therapy for cancer, such as external beam radiation, have many disadvantages including continuous treatment for four to six weeks (which is onerous for patients), that the radiation damages healthy cells and tissue, and that the amount of radiation delivered is very limited and, therefore, is frequently inadequate to fully destroy the cancer.

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The laboratory for the CNSide Test in Houston, Texas has received a certificate of accreditation from the Centers for Medicare & Medicaid Services (CMS) which deems the lab compliant with Clinical Laboratory Improvement Amendments (“CLIA”) regulations.

Furthermore, CNSide Diagnostics has signed national agreements to provide the CNSide Test with four payers, including United Healthcare, Humana, Highmark, and Blue Shield of California, expanding patient access nationwide.

Furthermore, CNSide Diagnostics has signed national agreements to provide the CNSide Test with six payers, including UnitedHealthcare, Humana, Highmark, Blue Shield of California, Elevance Health, and Health Care Service Corporation, expanding patient access nationwide.

Our headquarters is located in Houston, Texas, in proximity to world-class cancer institutions and researchers.

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The CPRIT Grant is subject to customary CPRIT funding conditions, including, but not limited to, a matching fund requirement (one dollar from us for every two dollars awarded by CPRIT), revenue sharing obligations upon commercialization of rhenium ( 186 Re) obisbemeda based on specific dollar thresholds until CPRIT receives the aggregate amount of 400% of the proceeds awarded under the CPRIT Grant, and certain reporting requirements.

As of March 31, 2026, we had received approximately $15.9 million in milestone payments under the CPRIT Contract.

As of June 30, 2026, we had received approximately $15.9 million in milestone payments under the CPRIT Contract.

Interim results showed that a single treatment with rhenium ( 186 Re) obisbemeda resulted in a consistent decreased cerebrospinal fluid (“CSF”) tumor cell count/ml and was tolerated by all LM patients.

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In November 2023, the FDA granted orphan drug designation to rhenium ( 186 Re) obisbemeda for the treatment of patients with breast cancer with LM.

On December 12, 2023, we announced our partnership with K2bio to implement the CNSide Test.

On February 26, 2025, we announced the completion of the ReSPECT-LM Phase 1 single-dose escalation trial, having determined a recommended Phase 2 dose.

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We were aligned that CTCs could be considered for use as a secondary endpoint.

We discussed with the FDA a randomized controlled trial design approach and that the study may include an itrathecal chemotherapeutic as a comparator, as well as approaches to standardize the comparator and any additional interventions available under the trial protocol.

We discussed with the FDA a randomized controlled trial design approach and that the study may include an intrathecal chemotherapeutic as a comparator, as well as approaches to standardize the comparator and any additional interventions available under the trial protocol.

The FDA conveyed it may be reasonable to incorporate multiple histologies (i.e., multiple underlying disease etiologies) in a single trial.

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In December 2025, we reported completion of the ReSPECT-LM single dose trial showed rhenium ( 186 Re) obisbemeda was well-tolerated up to a maximum tolerated dose of 66mCi, with a recommended phase 2 dose of 44.1 mCi, and absorbed doses delivered of >300 Gy observed.

We also reported the ReSPECT-LM open label, multidose Phase 1/2 trial initiation to identify maximum tolerated dose across varying dosing intervals and to characterize efficacy of multiple doses at optimal dose selected by assessing response

using the CNSide Test.

Enrollment in Cohort 1 has begun with delivery of 13.2 mCi at 3 intervals with one patient receiving all doses without dose limiting toxicity.

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This phase will enroll approximately 32 patients (12 with ependymoma and 20 with HGG) at the RP2D to assess efficacy.

• We anticipate beginning enrollment in our ReSPECT-PBC clinical trial, with our first patient enrolled, in 2026.

• We anticipate beginning enrollment in our ReSPECT-PBC clinical trial, with our first patient enrolled, in the second half of 2026.

On April 8, 2026, we announced that the FDA granted Orphan Drug Designation to rhenium ( 186 Re) obisbemeda for the treatment of pediatric malignant gliomas.

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In January 2022, we announced that we licensed Biodegradable Alginate Microsphere (“BAM”) patents and technology from The University of Texas Health Science Center at San Antonio (“UTHSCSA”) to expand our tumor targeting capabilities and precision radiotherapeutics pipeline.

We intend to combine our Rhenium In January 2022, we announced that we licensed Biodegradable Alginate Microsphere (“BAM”) patents and technology from The University of Texas Health Science Center at San Antonio (“UTHSCSA”) to expand our tumor targeting capabilities and precision radiotherapeutics pipeline.

We intend to combine our Rhenium NanoLiposome technology with the BAM technology to create a novel radioembolization technology.

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Since acquiring the CNSide Platform in 2024, we have established infrastructure to support a scalable and centralized testing laboratory in Houston, TX that services the U.S.

We have been executing on our commercial market access strategy, which includes state licensure, receipt of proprietary reimbursement codes, commercial and government payor coverage, and value-based pricing to optimize revenue.

We re-introduced the CNSide Platform first in Texas in August of 2025, signed a national agreement to provide the CNSide Test with UnitedHealthcare Insurance Company, Humana, Inc., Highmark and Blue Shield of California, and obtained state licensure for 49 of 50 US states, with the remaining license for the state of New York on track for 2027.

We have been executing on our commercial market access strategy, which includes state licensure, receipt of proprietary reimbursement codes, commercial and government payer coverage, and value-based pricing to optimize revenue.

We re-introduced the CNSide Platform first in Texas in August of 2025, signed national agreements to provide the CNSide Test with UnitedHealthcare Insurance Company, Humana, Inc., Highmark, Blue Shield of California, Elevance Health and Health Care Service Corporation, and obtained state licensure for 49 of 50 US states, with the remaining license for the state of New York on track for 2027.

In parallel, we expect to launch a portfolio of additional CSF tumor characterization tests that expand our CNSide testing platform later in 2026.

When the CNSide CSF Assay Platform was previously commercially available, market acceptance and adoption were widespread, with several national and regional commercial payor agreements in place and the test in regular use at major cancer centers across the U.S.

Finally, we have hired experienced leadership with expertise in the development and commercialization of clinical diagnostic technologies on a large scale.

During the three months ended March 31, 2026, we started commercial billing for our diagnostic CNSide business.

Net diagnostic revenue was immaterial to be presented in the condensed consolidated statement of operations for the three months ended March 31, 2026 (refer to Note 2 Summary of Significant Accounting Policies of the footnotes).

In April 2026, management obtained approval of proprietary laboratory analyses codes from significant medical payors, and will continue to seek additional authorizations.

When the CNSide CSF Assay Platform was previously commercially available, market acceptance and adoption were widespread, with several national and regional commercial payer agreements in place and the test in regular use at major cancer centers across the U.S.

During the first half of 2026, we expanded market access, advanced reimbursement infrastructure and increased physician adoption for the CNSide Test.

We currently have six commercial coverage agreements for total contracted coverage for the CNSide CSF Tumor Cell Enumeration assay at approximately 150 million people.

We also advanced the Medicare reimbursement pathway for CNSide.

CNSide Diagnostics enrolled in the Medicare program and received its Provider Transaction Access Number (PTAN) on May 7, 2026, enabling CNSide to submit claims directly to Medicare.

In addition, PLA Code 0640U, CNSide’s dedicated AMA billing identifier, took effect on July 1, 2026.

During the six months ended June 30, 2026, we started commercial billing for our diagnostic CNSide business.

Net diagnostic revenue was immaterial to be presented in the condensed consolidated statement of operations for the six months ended June 30, 2026 (refer to Note 2 Summary of Significant Accounting Policies of the footnotes).

We expect diagnostic revenue to increase during the remainder of 2026 and beyond.

Recent Developments

Recent Financings

Refer to the “Liquidity and Capital Resources” section below for information on our recent financings.

Corporate Rebrand

Effective August 3, 2026, the Company filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change the Company’s name from Plus Therapeutics, Inc.

to Cerenome, Inc.

In addition, on August 3, 2026, shares of the Company’s Common Stock began trading on The Nasdaq Capital Market under the symbol “CNSY”.

The new name reflects the Company's evolution from a therapeutics-focused organization toward an integrated CNS oncology company.

The Company has expanded beyond targeted radiotherapeutics as it believes effective approaches to CNS cancer may require a multimodal approach.

Cerenome's strategy is to integrate precision diagnostics, targeted therapeutics, and proprietary data within a single organization to support the detection, treatment, and understanding of CNS cancers.

Houston Lease

On August 10, 2026, we entered into an amendment (the “Amendment”) to our lease (the “Lease”) with LG 1 Property Owner LP, pursuant to which we agreed to lease approximately 25,103 rentable square feet of additional space located at 6420 Levit Green Boulevard, Houston, Texas 77021 (the “Building”) such that, pursuant to the Lease as amended by the Amendment, the Company will rent a total of approximately 36,473 rentable square feet in the Building (the “Premises”).

The Amendment also provides for an increased monthly base rent of $188,443.83, which increases annually by approximately 3.0%, plus our share of the Building’s direct expenses.

Furthermore, the Amendment provides for a rent abatement (the “Rent Abatement”) for the first seven (7) months of the term of the Lease and a right of first offer, which gives us the one-time right to rent additional space on the same floor as the original Lease, subject to certain conditions, and an increase to the tenant improvement allowance for the design, permitting and construction of the Premises.

The Amendment changed the deemed commencement of the Lease from November 1, 2026, to on or about November 1, 2027.

With the Rent Abatement, the first month’s rent will be due on or around June 1, 2028.

The Lease, as amended, continues to have an initial term of 120 calendar months.

Results of Operations

CPRIT Grant Revenue

We recognized $1.0 million and $1.1 million of grant revenue during the three months ended March 31, 2026 and 2025, respectively, which represents CPRIT’s share of the costs incurred for our rhenium ( 186 Re) obisbemeda development for the treatment of patients with LM.

We recognized $0.4 million and $1.4 million, and $1.4 million and $2.4 million of grant revenue during the three and six months ended June 30, 2026 and 2025, respectively, which represents CPRIT’s share of the costs incurred for our rhenium ( 186 Re) obisbemeda development for the treatment of patients with LM.

Research and development expenses

Research and development expenses include costs associated with the design, development, testing, and enhancement of our product candidates, payment of regulatory fees, laboratory supplies, preclinical studies, and clinical studies.

The following table summarizes the components of our research and development expenses for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The following table summarizes the components of our research and development expenses for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

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Total research and development expenses

Research and development expenses increased by approximately $1.1 million during the three months ended March 31, 2026 as compared to the same period in 2025.

The increase was due primarily to an increase of $0.4 million in clinical expenses, $0.3 million in diagnostics, $0.3 million in professional research and development services, and $0.1 million in other research and development expenses.

We expect aggregate research and development expenditures to increase during the remainder of 2026 as compared to the corresponding comparable period in 2025, due to increased costs for the ReSPECT-LM clinical trial (for which CPRIT grant funding is expected to be available), manufacturing scale up for rhenium ( 186 Re) obisbemeda commercial and approval trial drug availability and initial patient enrollments in the ReSPECT-PBC clinical trial together with expansion of CNSide research and development teams.

Research and development expenses increased by approximately $3.0 million during the three months ended June 30, 2026 as compared to the same period in 2025.

The increase was due primarily to an increase of $1.0 million in clinical expenses, $0.3 million in diagnostics, $0.7 million in compensation expense, $0.7 million in professional research and development services, and $0.3 million in other research and development expenses.

Research and development expenses increased by approximately $4.1 million during the six months ended June 30, 2026 as compared to the same period in 2025.

The increase was due primarily to an increase of $1.4 million in clinical expenses, $0.6 million in diagnostics, $1.0 million in compensation expense, $1.0 million in professional research and development services, and $0.1 million in other research and development expenses.

We expect aggregate research and development expenditures to increase during the remainder of 2026 as compared to the corresponding comparable period in 2025, due to increased costs for the ReSPECT-LM clinical trial, manufacturing scale up for rhenium ( 186 Re) obisbemeda commercial and approval trial drug availability and initial patient enrollments in the ReSPECT-PBC clinical trial together with expansion of CNSide research and development teams.

General and administrative expenses

General and administrative expenses include costs for administrative personnel, legal and other professional expenses, and general corporate expenses.

The following table summarizes the general and administrative expenses for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The following table summarizes the general and administrative expenses for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

General and administrative

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Total general and administrative expenses

General and administrative expenses increased by $2.4 million during the three months ended March 31, 2026, as compared to the same period in 2025, primarily due to an increase of $1.4 million in compensation expense which included an increase of $0.9 million in stock based compensation, $0.5 million in legal and professional fees, $0.3 million in rent expense, and $0.2 million in other general and administrative expenses.

General and administrative expenses increased by $3.5 million during the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to an increase of $1.2 million in compensation expense which included an increase of $0.6 million in stock based compensation, $1.6 million in legal and professional fees, $0.4 million in rent expense, and $0.3 million in other general and administrative expenses.

General and administrative expenses increased by $6.0 million during the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to an increase of $2.6 million in compensation expense which included an increase of $1.5 million in stock based compensation, $2.1 million in legal and professional fees, $0.6 million in rent expense, and $0.7 million in other general and administrative expenses.

We expect general and administrative expenditures to increase during the remainder of 2026 as compared to the corresponding comparable period in 2025 as we expand the CNSide commercial operations team (including sales, customer service and laboratory operations).

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Such expense is recognized over the requisite service period.

The following table summarizes the components of our stock-based compensation expenses for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The following table summarizes the components of our stock-based compensation expenses for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

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Our stock-based compensation expense is impacted by grants of equity awards, the vesting schedule of such grants, as well as the grant date fair value of equity awards.

Stock-based compensation expense increased during the three months ended March 31, 2026 as compared to the same period in 2025 primarily due to an increase in the number of awards granted, which was partially offset by a decrease in the grant date fair value of equity awards granted.

Stock-based compensation expense increased during the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to an increase in the number of awards granted, which was partially offset by a decrease in the grant date fair value of equity awards granted.

Other Income (Expense)

The following table summarizes non-operating income and expenses for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The following table summarizes non-operating income and expenses for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Interest income

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Warrant issuance costs

Interest income increased for the three months ended March 31, 2026 compared with the same period in 2025 was primarily due to a higher investment balance in 2026 as compared to the same period in 2025.

The decrease in interest expense for the three months ended March 31, 2026 as compared to the same period in 2025 was due to interest related to the Funding Notes issued and redeemed during the three months ended March 31, 2025.

Financing expenses for the three months ended March 31, 2025 related to the March 2025 PIPE and February 2025 transactions.

The change in the fair value of the derivative instruments for the three months ended March 31, 2025 was primarily due to the March 2025 Private Placement (specifically the liability classified March 2025 Series B Warrants, which were remeasured immediately prior to exercise, before being reclassified as equity).

Warrant issuance costs for the three months ended March 31, 2025 related to the March 2025 Private Placement.

Interest income increased for the three and six months ended June 30, 2026 compared with the same periods in 2025 primarily due to a higher investment balance in 2026 as compared to the same periods in 2025.

The decrease in interest expense for the six months ended June 30, 2026 as compared to the same period in 2025 was due to interest related to the Funding Notes issued and redeemed during the three months ended March 31, 2025.

Financing expenses for the three and six months ended June 30, 2025 related to the March 2025 PIPE and February 2025 transactions.

The change in the fair value of the derivative instruments for the three and six months ended June 30, 2025 was primarily due to the March 2025 Private Placement (specifically the liability classified March 2025 Series B Warrants, which were remeasured immediately prior to exercise, before being reclassified as equity).

Warrant issuance costs for the six months ended June 30, 2025 were related to the March 2025 Private Placement.

Liquidity and Capital Resources

Short-term and long-term liquidity

The following is a summary of our key liquidity measures at March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

The following is a summary of our key liquidity measures at June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

December 31, 2025

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Working capital

We incurred net losses of $6.9 million for the three months ended March 31, 2026.

We have an accumulated deficit of $522.8 million as of March 31, 2026.

Additionally, we used net cash of $6.2 million to fund our operating activities for the three months ended March 31, 2026.

We incurred net losses of $16.0 million for the six months ended June 30, 2026.

We have an accumulated deficit of $531.8 million as of June 30, 2026.

Additionally, we used net cash of $13.4 million to fund our operating activities for the six months ended June 30, 2026.

These factors raise substantial doubt about our ability to continue as a going concern.

To date, our operating losses have been funded primarily from outside sources of invested capital from issuance of our common and preferred equity, warrants, convertible loan, warrants, term loan, our line of credit facility with Pershing and grant funding.

To date, our operating losses have been funded primarily from outside sources of invested capital from issuance of our common and preferred equity, warrants, convertible loan, term loan, our line of credit facility with Pershing and grant funding.

We have had, and will continue to have, an ongoing need to raise additional cash from outside sources to fund our future clinical development programs and other operations.

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Our inability to raise additional cash would have a material and adverse impact on our operations and ability to satisfy our obligations.

Equity Distribution Agreement

On June 1, 2026, we entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Canaccord Genuity LLC (“Canaccord”), pursuant to which we could issue and sell, from time to time, shares of our common stock in “at-the-market” offerings, having an aggregate offering price of up to $17,350,000, depending on market demand, with Canaccord acting as an agent for sales.

During the three and six months ended June 30, 2026, we issued 436,448 shares under the Distribution Agreement for net proceeds of approximately $1.8 million, after deducting the commissions and other issuance costs payable by us.

January 2026 Public Offering

On January 13, 2026, the Company completed an underwritten public offering pursuant to which the Company (a) sold an aggregate of (i) 1,578,947 shares of common stock, par value $ 0.001 per share, of the Company and (ii) warrants to purchase 1,578,947 shares of common stock (the “January 2026 Warrants”), at a combined public offering price of $9.50 per share and January 2026 Warrant, and (b) granted the underwriter a 30-day option to purchase up to an additional 236,837 shares of common stock, additional January 2026 Warrants to purchase up to 236,837 shares of common stock or any combination thereof, at the public offering price, in each case less underwriting discounts and commissions.

On January 13, 2026, we completed an underwritten public offering pursuant to which we (a) sold an aggregate of (i) 1,578,947 shares of common stock, par value $ 0.001 per share, of the Company and (ii) warrants to purchase 1,578,947 shares of common stock (the “January 2026 Warrants”), at a combined public offering price of $9.50 per share and January 2026 Warrant, and (b) granted the underwriter a 30-day option to purchase up to an additional 236,837 shares of common stock, additional January 2026 Warrants to purchase up to 236,837 shares of common stock or any combination thereof, at the public offering price, in each case less underwriting discounts and commissions.

Each January 2026 Warrant is immediately exercisable, entitles the holder to purchase one share of common stock at an exercise price of $9.50 per share and expires five (5) years from the date of issuance.

On January 14, 2026, the underwriter exercised its over-allotment option with respect to additional January 2026 Warrants to purchase 236,837 shares of common stock.

Net proceeds from the underwritten public offering were approximately $13.9 million after deducting the underwriting discounts and commissions and other offering expenses payable by the Company.

Net proceeds from the underwritten public offering were approximately $13.9 million after deducting the underwriting discounts and commissions and other offering expenses payable by us.

February 2025 SPEA

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On March 4, 2025, we entered into the March 2025 SPA with the March 2025 Private Placement Purchasers for the March 2025 Private Placement for gross proceeds of approximately $15.0 million.

Pursuant to the March 2025 Purchase Agreement, we issued an aggregate of 162,789 shares (the “March 2025 Private Placement Shares”) of our common stock and 958,896 Pre-Funded Warrants, with each March 2025 Private Placement Share or Pre-Funded Warrant accompanied by (i) the March 2025 Series A Warrants to purchase one share of common stock and (ii) one March 2025 Series B Warrant to purchase one share of common stock.

Pursuant to the March 2025 Purchase Agreement, we issued an aggregate of 162,789 shares (the “March 2025 Private Placement Shares”) of our common stock and 958,896 March 2025 Pre-Funded Warrants, with each March 2025 Private Placement Share or March 2025 Pre-Funded Warrant accompanied by (i) the March 2025 Series A Warrants to purchase one share of common stock and (ii) one March 2025 Series B Warrant to purchase one share of common stock.

The initial exercise price of each March 2025 Series A Warrant is $33.00 per share of common stock.

The March 2025 Series A Warrants are exercisable only following stockholder approval and expire five (5) years thereafter.

The March 2025 Series A Warrants are subject

to certain price reset, share combination event and anti-dilution provisions which, if triggered, provide that the number of shares issuable upon exercise of the March 2025 Series A Warrants will downward adjust, subject to the Floor Price, and the number of shares issuable upon exercise therefor will increase such that the aggregate exercise price remains unchanged.

The March 2025 Series A Warrants are subject to certain price reset, share combination event and anti-dilution provisions which, if triggered, provide that the number of shares issuable upon exercise of the March 2025 Series A Warrants will downward adjust, subject to the Floor Price, and the number of shares issuable upon exercise therefor will increase such that the aggregate exercise price remains unchanged.

The initial exercise price of each March 2025 Series B Warrant is $49.50 per share of common stock.

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On June 17, 2025, the Company and the Purchasers entered into 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 extinguished the March 2025 Series A Warrants, modified the March 2025 Series B Warrants, and provided for the return of Private Placement Shares and Pre-Funded Warrants, as further discussed in the following paragraphs.

The Letter Agreement extinguished the March 2025 Series A Warrants, modified the March 2025 Series B Warrants, and provided for the return of Private Placement Shares and March 2025 Pre-Funded Warrants, as further discussed in the following paragraphs.

As part of the same transaction, the March 2025 Series B Warrants were amended (“Amended March 2025 Series B Warrants”), to (a) reduce the overall number of March 2025 Series B Warrant Shares issuable upon exercise of the Series B Warrants to an aggregate of up to 1,421,455 Series B Warrant Shares, (b) reduce the alternative cashless exercise ratio in such March 2025 Series B Warrants from 3:1 to 1:1, and (c) remove provisions contained in the March 2025 Series B Warrants that would otherwise reduce the Company’s stockholders’ equity.

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After the June 17, 2025 modification, 1,391,781 Amended March 2025 Series B Warrants were cashless exercised.

Lastly, in conjunction with the Letter Agreement, each of the March 2025 Private Placement Purchasers agreed to the Letter Agreement Repurchase Option, to return an aggregate of 489,679 Private Placement Shares and Pre-Funded Warrants issuable for an aggregate of 425,346 Pre-Funded Warrant Shares, held by them as of the date of the Letter Agreement, upon request of the Company, which were issued pursuant to the March 2025 Private Placement Purchase Agreement for a value of $16.50 per Private Placement Share and $16.475 per Pre-Funded Warrant.

Lastly, in conjunction with the Letter Agreement, each of the March 2025 Private Placement Purchasers agreed to the Letter Agreement Repurchase Option, to return an aggregate of 489,679 Private Placement Shares and March 2025 Pre-Funded Warrants issuable for an aggregate of 425,346 March 2025 Pre-Funded Warrant Shares, held by them as of the date of the Letter Agreement, upon request of the Company, which were issued pursuant to the March 2025 Private Placement Purchase Agreement for a value of $16.50 per Private Placement Share and $16.475 per March 2025 Pre-Funded Warrant.

In exchange therefor, the Company agreed to repay the March 2025 Private Placement Purchasers holding such securities 115% of such value, using 90% of the proceeds from any capital raised by the Company subsequent to July 1, 2025.

The Company and each of the March 2025 Private Placement Purchasers also agreed to waive any restrictions on subsequent equity sales and variable rate transactions contained in March 2025 Private Placement Purchase Agreement to allow for such repayment.

During the three months ended March 31, 2026, we paid the March 2025 Private Placement Purchasers $4.5 million and 272,821 shares were returned and cancelled under the terms of the Letter Agreement .

During the six months ended June 30, 2026, we paid the March 2025 Private Placement Purchasers $4.5 million and 272,821 shares were returned and cancelled under the terms of the Letter Agreement .

Support Letters

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Upon the end of the Modification Period, the Subsequent Financing Percentage shall be reverted to 90%, and such percentage shall apply to all Subsequent Financings, including all Subsequent Financings pursuant to the Lincoln Park Purchase Agreement.

In the event we desire to trigger the modification of the Subsequent Financing Percentage, we agree to supply the purchaser who executed a Support Letter with a pro forma balance sheet to evidence its reasonable belief of the Potential Equity Deficiency

approximately 30 days prior to each end of fiscal quarter once the books for prior months are closed.

Each Support Letter also grants the purchaser party to the letter a participation right in certain future financings of ours for a period of 12 months.

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On June 17, 2025, we entered into a purchase agreement (the “Lincoln Park Purchase Agreement”) and a registration rights agreement pursuant to which Lincoln Park Capital Fund (“Lincoln Park”) committed to purchase up to $50.0 million of shares of our common stock.

Under the terms and subject to the conditions of the Lincoln Park Purchase Agreement, we have the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $50.0 million of shares of our common stock.

Under the terms and subject to the conditions of the Lincoln Park Purchase Agreement, we have the right, but not the obligation,

to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $50.0 million of shares of our common stock.

Sales of common stock by us are subject to certain limitations, and can occur from time to time, at our sole discretion, over the 36-month period commencing on June 23, 2025, subject to the satisfaction of certain conditions.

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An additional commitment fee of $0.5 million will be paid in cash or shares of common stock, or a combination of cash and shares of common stock, if and when we sell over $25.0 million of our common stock under the Lincoln Park Purchase Agreement.

There were no shares issued under the Lincoln Park Purchase Agreement during the six months ended June 30, 2026.

During the six months ended June 30, 2025, we issued 407,480 shares for gross proceeds of approximately $2.8 million and incurred approximately $50,000 for legal fees in connection with the Lincoln Park Purchase Agreement.

Nasdaq Listing Compliance

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Funding and Material Cash Requirements

To date, our operating losses have been funded primarily from outside sources of invested capital from issuance of shares of our common and preferred equity, warrants, convertible loan, warrants, term loan, the margin loan facility under a line of credit with Pershing and grant funding.

To date, our operating losses have been funded primarily from outside sources of invested capital from issuance of shares of our common and preferred equity, warrants, convertible loan, term loan, the margin loan facility under a line of credit with Pershing and grant funding.

However, we have had, and will continue to have, an ongoing need to raise additional cash from outside sources through a combination of equity offerings, debt financings and potential collaboration, license or development agreements to fund our future clinical development programs, commercialization of CNSide, and other operations in the next twelve months from the filing of this Quarterly Report.

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• our ability to receive, and the timing of receipt of, future regulatory approvals for our product candidates and the costs related thereto;

• the development and utility of the CNSide Test;

• the development, utility, and sales of the CNSide Test;

• the scope, progress, results and costs of our ongoing and planned operations;

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The accompanying condensed consolidated financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to our ability to continue as a going concern.

Cash (used in) provided by operating, investing, and financing activities for the three months ended March 31, 2026 and 2025 is summarized as follows (in thousands):

Three Months Ended March 31,

Cash (used in) provided by operating, investing, and financing activities for the six months ended June 30, 2026 and 2025 is summarized as follows (in thousands):

Six Months Ended June 30,

Net cash provided by (used in):

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CPRIT may require us to repay some or all of the disbursed CPRIT Grant proceeds (with interest not to exceed 5% annually) in the event of the early termination of the CPRIT Contract.

Other than as described above, we have no purchase commitments or long-term contractual obligations, except for lease obligations as of March 31, 2026.

Other than as described above, we have no purchase commitments or long-term contractual obligations, except for lease obligations as of June 30, 2026.

In addition, we have no off-balance sheet arrangements (as defined in the rules and regulations of the SEC) that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Operating activities

Net cash used in operating activities for the three months ended March 31, 2026 of $6.2 million was primarily related to the net loss of $6.9 million and $0.4 million of changes to operating assets and liabilities, partially offset by $1.0 million of stock-based compensation expense and $0.1 million of depreciation and amortization.

Net cash used in operating activities for the three months ended March 31, 2025 was $6.2 million, compared with $4.5 million in the same period of 2024, primarily due to an increase to net loss of $14.1 million, offset by non cash charges of $12.7 million during the three months ended March 31, 2025.

Net cash used in operating activities for the six months ended June 30, 2026 of $13.4 million was primarily related to the net loss of $16.0 million and $0.5 million of changes to operating assets and liabilities, partially offset by $1.9 million of stock-based compensation expense and $0.2 million of depreciation and amortization.

Net cash used in operating activities for the six months ended June 30, 2025 was $12.0 million, primarily due to an increase to net loss of $6.0 million, an increase to the fair value of derivative instruments of $7.3 million, offset by decreases to operating assets and liabilities of $7.0 million.

Investing activities

Net cash used in investing activities for the three months ended March 31, 2026 of $8.5 million was primarily related to the purchase of short-term investments of $9.7 million and purchase of property and equipment of $0.8 million, which was partially offset by the redemption of short-term investments of $2.0 million.

Net cash provided by investing activities for the three months ended March 31, 2025 was related to maturities of short-term investments of $3.5 million.

Net cash used in investing activities for the six months ended June 30, 2026 of $3.2 million was primarily related to the purchase of short-term investments of $14.0 million and purchase of property and equipment of $1.3 million, which was partially offset by the redemption of short-term investments of $4.4 million and sale of short-term investments of $7.8 million.

Net cash used in investing activities for the six months ended June 30, 2025 was primarily related to the purchase of short-term investments of $7.8 million offset by the redemption of short-term investments of $6.7 million.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026 of $9.0 million was related to $15.0 million in proceeds from the January 2026 underwritten public offering and $1.0 million of proceeds from the credit facility, partially offset by $1.1 million repayments of the credit facility, $1.4 million for offering costs for the sale of common stock, and $4.5 million of payments to investors pursuant to the Letter Agreement.

Net cash provided by financing activities for the three months ended March 31, 2025 was related to $14.8 million of net proceeds from issuance of common stock, pre-funded warrants and warrants, $0.9 million related to cash received from exercise of warrants, and $3.7 million from issuance of Funding Notes payable and accompanying warrants, offset by repayment of $3.3 million of our line of credit facility, and repayment of Funding Notes payable and warrants for $3.7 million.

Net cash provided by financing activities for the six months ended June 30, 2026 of $10.1 million was related to $15.0 million in gross proceeds from the January 2026 underwritten public offering, $1.9 million in gross proceeds from the distribution agreement, and $1.0 million of proceeds from the credit facility, partially offset by $1.8 million repayments of the credit facility, $1.4 million for offering costs for the sale of common stock, and $4.5 million of payments to investors pursuant to the Letter Agreement.

Net cash provided by financing activities for the six months ended June 30, 2025 was related to $3.3 million repayment on the Pershing Credit Facility, $3.7 million repayment of Notes payable, and $0.2 million costs from sale of common stock offset by $15.0 million of net proceeds from sale of common stock, pre-funded warrants and warrants in connection with the March 2025 Private Placement, $3.7 million of net proceeds from issuance of notes payable and warrants, $2.8 million in net proceeds from the sale of common stock under the Lincoln Park Purchase Agreement, and $0.9 million related to cash received from exercise of Series B Warrants from the May 2024 Private Placement.

Critical Accounting Policies and Significant Estimates

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We believe it is important for you to understand our most critical accounting policies.

Our critical accounting policies and estimates are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and there have been no material changes during the three months ended March 31, 2026, other than what was disclosed in Note 2 Summary of Significant Accounting Policies of the accompanying condensed consolidated financial statements.

Our critical accounting policies and estimates are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and there have been no material changes during the six months ended June 30, 2026, other than what was disclosed in Note 2 Summary of Significant Accounting Policies of the accompanying condensed consolidated financial statements.

Quantitative and Qualitat ive Disclosures about Market Risk

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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 2. Management’s Discussion and Analysis