CNS Pharmaceuticals, Inc.

Notes to the Financial Statements

Note 1 –Nature of Business

CNS Pharmaceuticals, Inc. (“we”, “our”, the “Company”) is a biotechnology company organized as a Nevada corporation in July 2017. In March 2026, we announced a new corporate strategy focused on developing innovative therapies for serious diseases. We are leveraging our executive team’s multi-functional experiences across high-value therapeutic areas to execute our new corporate strategy, which also includes pivoting from a singular focus on glioblastoma multiforme and exploring out-licensing opportunities for our legacy assets TPI 287 and Berubicin for which we have intellectual property rights under license agreement with Cortice and own pursuant to a collaboration and asset purchase agreement with Reata.

Note 2 –Summary of Significant Accounting Policies

**Basis of Presentation **- The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 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 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. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2025 included in our Form 10-K filed with the SEC on March 31, 2026 (“Form 10-K”). Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, 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 operations. 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 Events). 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:

Repairs and maintenance costs are expensed as incurred.

**Related Parties -**The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Stock-based Compensation - Employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period for stock options and restricted stock units.

Restricted Stock Units (“RSUs”) - Our RSUs vest over two to four years from the date of grant. The fair value of RSUs is the market price of our common stock at the date of grant.

Performance Units (“PUs”) - The PUs vest based on our performance against predefined share price targets and the achievement of Positive Interim, Clinical Data as defined by the Board.

Warrants** -**The Company evaluates all freestanding and embedded warrants to determine whether they meet the criteria for equity classification under ASC 815-40,Derivatives and Hedging—Contracts in Entity’s Own Equity, or if they must be classified as liabilities under ASC 480 or ASC 815-10. The Company evaluated the warrants and concluded they are indexed to the Company's common stock and meet the equity classification criteria under ASC 815-40, as they are settleable in shares, and the Company has sufficient shares authorized. The warrants were recorded at fair value upon issuance within stockholders' equity.

**Loss Per Common Share **- Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of 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

The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company using information about combined net loss from operations. All significant operating decisions are based upon an analysis of the Company asone operating segment, which is the same as its reporting segment. See statement of operations for information about combined net loss from operations.

Note 3 –Note Payable

On November 8, 2025, the Company entered into a short-term note payable for an aggregate of $360,197, bearing interest at 8.24% per year to finance certain insurance policies. Principal and interest payments related to the note will be repaid over an 11-month period with the final payment due on October 8, 2026. As of March 31, 2026 and December 31, 2025, the Company’s note payable balance was $232,353 and $328,571, respectively.

Note 4 –Equity

The Company has authorized 300,000,000 shares of common stock having a par value of $0.001 per share. In addition, the Company authorized 5,000,000 shares of preferred stock to be issued having a par value of $0.001. The specific rights of the preferred stock shall be determined by the board of directors.

On July 22, 2025, the Company effected a reverse stock split on a 1-for-12 basis without any change in the par value per share, which remained at $0.001. The reverse stock split has been retroactively adjusted throughout these financial statements and footnotes. The number of authorized shares of common stock was proportionately reduced from 300,000,000 to 25,000,000, while the number of authorized shares of preferred stock was proportionately reduced from 5,000,000 to 416,667.

On November 20, 2025, following approval by shareholders, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of the Company’s authorized shares of common stock from 25,000,000 shares to 300,000,000 shares and to increase the total number of authorized shares of preferred stock from 416,667 shares to 5,000,000 shares.

Common Stock

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 million. 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 million.

Stock Options

In 2017, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan allows for the Board of Directors to grant various forms of incentive awards for up to three shares of common stock. 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, Inc. 2020 Stock Plan (the “2020 Plan”). The 2020 Plan allows for the Board of Directors to grant various forms of incentive awards for up to four shares of common stock. The 2020 Plan was amended effective as of August 9, 2023, which was approved by the Company’s stockholders at the Company’s annual meeting on September 14, 2023. The amendment increased the 2020 Plan by 25 shares of common stock.

On November 17, 2025, the Company held its scheduled 2025 Annual Meeting of Stockholders at which the Company’s stockholders approved amendments to the Company's 2020 Equity Plan including an increase in the number of shares of common stock authorized for issuance under the 2020 Plan by 114,916 shares. As amended, the number of shares of the common stock that may be issued under the 2020 Plan is 115,061 shares (this includes the 114,916 share increase). As of March 31, 2026, there were 43,081 shares of common stock remaining to be issued under the 2020 Plan.

During the three months ended March 31, 2026 and 2025, the Company recognized $(12,156) and $44,943 of stock-based compensation, respectively, related to outstanding stock options. During the period ended March 31, 2026, the Company reversed the stock-based compensation expense recognized in the prior period for options that were forfeited and not vested as of March 31, 2026. 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:

As of March 31, 2026, the outstanding stock options have a weighted average remaining term of 9.62 years andno aggregate intrinsic value.

Stock Warrants

The following table summarizes the stock warrant activity for the three months ended March 31, 2026:

As of March 31, 2026, the outstanding and exercisable warrants have a weighted average remaining term of 4.11 years and hadno 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:

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:

Note 5 –Commitments and Contingencies

Executive Employment Agreements

On December 16, 2025, John Climaco resigned from his positions as chief executive officer of the Company and as a member of the Company’s Board of Directors. The Company and Mr. Climaco entered into a Separation and Severance Agreement dated as of December 16, 2025 (the “Separation Agreement”), which memorializes the terms of his resignation and separation from service with the Company. Pursuant to the Separation Agreement, subject to Mr. Climaco’s timely execution, non-revocation, and compliance with the agreement’s terms, the Company is providing severance benefits, including (i) severance equal to twelve months of Mr. Climaco’s current annualized base salary, paid in twelve equal monthly installments, and payment of his base salary through December 31, 2025; (ii) payment of Mr. Climaco’s 2025 cash bonus in the total amount of $319,000, paid in twelve equal monthly installments; and (iii) payment by the Company of the employer portion of premiums for Mr. Climaco’s continued group medical coverage under COBRA for twelve months following the Separation Date.

On December 16, 2025, the Company entered into an employment agreement with Mr. Rami Levin pursuant to which Mr. Levin agreed to serve as Chief Executive Officer and President of the Company commencing on such date. Pursuant to the employment agreement, the compensation committee of the board of directors reviews the base salary payable to Mr. Levin annually during the term of the agreement. Commencing on January 1, 2026, the compensation committee of the board of directors set Mr. Levin’s 2026 annual base salary to $580,000. For each full fiscal year during the term, the Executive will be entitled to receive an annual bonus, within ninety days of the completion of such year. 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. The employment agreement provides for an initial annual base salary of $350,000. Under the employment agreement, if Mr. Downs’s employment is terminated by the Company without cause or by Mr. Downs for good reason, he will be entitled to severance equal to six months of base salary, payable over six months.

On February 26, 2026, the Company entered into an employment agreement with Lynne Kelley to serve as the Company’s Chief Medical Officer effective March 2, 2026. The employment agreement provides for an initial annual base salary of $450,000. Under the employment agreement, if Dr. Kelley’s employment is terminated by the Company without cause or by Dr. Kelley for good reason, she will be entitled to (i) severance equal to six months of base salary, payable over six months, (ii) her target annual bonus for the period of time between the end of the last fiscal year and the termination date; and (iii) accelerated vesting of all unvested equity previously granted.

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.

Cortice Biosciences, Inc. Exclusive License Agreement

On July 29, 2024, the Company entered into an Exclusive License Agreement with Cortice Biosciences, Inc. (“Cortice”) pursuant to which Cortice granted the Company an exclusive license to the intellectual property rights related to certain patents around the compound TPI 287 in the United States, Canada, Mexico and Japan. The term of the license will expire, other than due to a breach of the Cortice Agreements, at the end of the royalty term with respect to any licensed product in any of the included territories, which begins upon the first commercial sale in such territory and ends on the latest of (i) ten years after such sale, (ii) the expiration of regulatory or marketing exclusivity for such licensed product in such country, or (iii) the expiration of the last to expire valid patent claim in such country covering such licensed product. Pursuant to the Cortice Agreements, the Company agreed to issue Cortice 956 shares of the Company’s common stock upon the closing of the transaction, which occurred on July 29, 2024, and 73 shares of Company common stock upon the receipt of shareholder approval of such issuance as required by the rules of the Nasdaq Stock Market. The Company also agreed to make milestone payments to Cortice in either cash or shares of Company common stock (at Cortice’s option) upon: (i) meeting the primary endpoint of a pivotal trial for a licensed product – either $15.0 million or 686 shares of Company common stock; (ii) FDA acceptance of a New Drug Application for a licensed product – either $30.0 million or 1,371 shares of Company common stock; (iii) the first commercial sale in the United States of a licensed product – either $45.0 million or 2,056 shares of Company common stock; and (iv) the first commercial sale in Japan of a licensed product – either $10.0 million or 343 shares of Company common stock. The Company’s obligation to pay the above milestones in Company common stock is subject to the receipt of shareholder approval as required by the rules of the Nasdaq Stock Market. The Company also agreed to pay Cortice royalties on sales of licensed products of between 3.0%-7.5%. Finally, to the extent Cortice is required to pay any milestone payments to the original holder of the intellectual property rights licensed, the Company has agreed to make such payments to Cortice. During the year ended December 31, 2024, the Company issued 956 shares of common stock with a fair value of $596,303 pursuant to the Cortice Agreement. As of March 31, 2026, there were no accruals related to the milestone payments.

Note 6 –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 5, 2026. 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 “Board”). Mr. 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.

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