CNS Pharmaceuticals, Inc.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and the related notes appearing elsewhere in this Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See Item 1A. “Risk Factors” of our Form 10-K for the year ended December 31, 2025, available on the Security and Exchange Commission's (“SEC”) EDGAR website at www.sec.gov, for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this Form 10-Q.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and the related notes appearing elsewhere in this Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See Item 1A. “Risk Factors” of our Form 10-K for the year ended December 31, 2025, available on the Securities and Exchange Commission's (“SEC”) EDGAR website at www.sec.gov, for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this Form 10-Q.

Previous wording

Research and development expense was approximately $3,544,000 for the three months ended March 31, 2026 compared to approximately $3,243,000 for the comparable period in 2025. The change in research and development expense during the period is primarily attributable to an increase in professional expenses of $240,000, increased headcount expenses of $61,000, drug manufacturing expenditures related to TPI 287 as well as other expenses. R&D expense includes activity related to completing and closing out the clinical trial for Berubicin as enrollment and patient treatment is complete. The decline in Berubicin clinical trial costs offset the increase in expenses above. Our future research and development expense will be dependent on the timing and nature of any new asset we in-license or acquire and the development expenses related to such asset.

Current wording

Research and development expenses was approximately $1.2 million for both the three months ended June 30, 2026 and 2025, respectively. The decrease of $0.6 million in clinical costs related to Berubicin is offset by an increase in headcount and related expenses of $0.6 million. R&D expense includes activity related to completing and closing out the clinical trial for Berubicin as enrollment and patient treatment is complete. Our future research and development expense will be dependent on the timing and nature of any new asset we in-license or acquire and the development expenses related to such asset.

Previous wording

On March 31, 2026, we had cash of approximately $2,951,000 and we had a working capital deficit of approximately $504,000. We have historically funded our operations from proceeds from debt and equity sales.

Current wording

On June 30, 2026, we had cash of approximately $20.0 million and we had a working capital surplus of approximately $18.2 million. We have historically funded our operations from proceeds from debt and equity sales.

Previous wording

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, we are permitted to sell from time to time through AGP, as sales agent or principal, shares of our common stock. 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. 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.

Current wording

On July 26, 2024, we 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, we are permitted to sell from time to time through AGP, as sales agent or principal, shares of our common stock. During the period ended June 30, 2026, the Company sold 178,933 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $0.5 million. As of June 30, 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 since entering into the Sales Agreement in July 2024.

Previous wording

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.

Current wording

On May 4, 2026, we entered into a Purchase Agreement for a private placement financing that resulted in gross proceeds of approximately $22.5 million. Pursuant to the terms of the Purchase Agreement, we sold an aggregate of (i) 650,000 shares of our 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.

Previous wording

We estimate that with the proceeds from the May 2026 private placement together with our existing cash on hand we have sufficient capital to fund operations beyond twelve months from the issuance of these financial statements. Our strategy is focused on identifying and securing the rights to development stage assets and advancing any assets we obtain the rights to. The timing, cost and ultimate success of which are all difficult to predict and as such the foregoing estimate may prove to be inaccurate. The cost of advancing any drug candidate will require significant additional capital. We have no commitments for such additional needed financing and will likely be required to raise additional capital through the sale of additional equity or debt securities.

Current wording

We believe that the net proceeds from this financing, combined with our existing cash resources, are sufficient to fund planned operations beyond twelve months from the date these financial statements are issued. Our strategy is focused on identifying and securing the rights to development stage assets and advancing any assets we obtain the rights to. The timing, cost and ultimate success of which are all difficult to predict and as such the foregoing estimate may prove to be inaccurate. The cost of advancing any drug candidate will require significant additional capital. We have no commitments for such additional needed financing and will likely be required to raise additional capital through the sale of additional equity or debt securities.

Previous wording

We will need to raise significant additional capital in the future in order to meet our future obligations and execute our business plan. If we are unable to raise sufficient funds, we will be required to develop and implement an alternative plan to further extend payables, reduce overhead or scale back our business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful and if it is not successful we may need to cease operations entirely.

Current wording

We will need to raise significant additional capital in the future in order to meet our future obligations and execute our business plan. If we are unable to execute our business plan, we will be required to develop and implement an alternative plan to further extend payables, reduce overhead or scale back our business plan until sufficient additional capital is raised to support further operations and the execution of our business plan. There can be no assurance that such a plan will be successful and if it is not successful we may need to cease operations entirely.

Previous wording

Net cash used in operating activities was approximately $4,649,000 and $3,242,000 for the three months ended March 31, 2026 and 2025, respectively, and mainly included payments made for clinical trial costs, officer compensation, insurance, marketing and professional fees to our consultants, attorneys and accountants.

Current wording

Net cash used in operating activities was approximately $8.2 million and $8.6 million for the six months ended June 30, 2026 and 2025, respectively, and mainly included payments made for clinical trial costs, officer compensation, insurance, consulting fees, attorneys and accountants.

Previous wording

Net cash provided by financing activities was approximately $405,000 for the three months ended March 31, 2026, related to the sale of common stock, which was partially offset by the repayment of notes payable. Net cash provided by financing activities was approximately $9,828,000 for the three months ended March 31, 2025, related to the sale of common stock, which was partially offset by the repayment of notes payable.

Current wording

Net cash provided by financing activities was approximately $21.0 million and $14.3 million for the six months ended June 30, 2026 and 2025, respectively. Net cash provided by financing activities for the six months ended June 30, 2026 included proceeds from the Offering, partially offset by the repayments on the notes payable. Net cash provided by financing activities for the six months ended June 30, 2025 related to the sale of common stock and proceeds from our subscription receivable related to the AGP ATM Sales Agreement, which were partially offset by the repayments of notes payable.

Previous wording

We do not have any material commitments for capital expenditures, although we are required to pay certain milestones fees to Reata and Cortice as described in the section “Overview” above.

Current wording

We do not have any material commitments for capital expenditures, although we are required to pay certain milestones fees to Reata and Cortice as described in Note 5 - Commitments and Contingencies to the financial statements included elsewhere in this Form 10-Q.