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, the Company announced a new corporate strategy focused on developing innovative therapies for serious diseases. The Company is leveraging its executive team’s multi-functional experiences across high-value therapeutic areas to execute its new corporate strategy, which also includes pivoting from a singular focus on glioblastoma multiforme and exploring out-licensing opportunities for its legacy assets TPI 287 and Berubicin for which the Company has intellectual property rights under license agreement with Cortice and owns pursuant to a collaboration and asset purchase agreement with Reata.

Note 2 –Summary of Significant Accounting 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 the Company, necessary in order to make the condensed financial statements not misleading. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the final results that may be expected for the year ending December 31, 2026. For more complete financial information, these unaudited financial 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 -**Since inception, the Company has a history of net losses and negative cash flows from operations. For the six months ended June 30, 2026, the Company recorded a net loss of approximately $7.5 million and used cash in operations of approximately $8.2 million. As of June 30, 2026, the Company had an accumulated deficit of approximately $107.8 million and cash of approximately $20.0 million. On May 5, 2026, the Company completed a private placement financing resulting in gross proceeds of approximately $22.5 million (see Note 4 – Equity). The Company believes that the net proceeds from this financing, combined with the Company's existing cash resources, are sufficient to fund planned operations beyond twelve months from the date these financial statements are issued. Accordingly, these financial statements have been prepared assuming the Company will continue as a going concern.

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 Company did not carry any cash balances in excess of the FDIC limit as of June 30, 2026. The Company has not experienced losses on these accounts and it believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Property and Equipment - Property and equipment is recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows:

Repairs and maintenance costs are expensed as incurred.

**Related Parties -**The Company follows Accounting Standards Codification (“ASC”) 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Stock-based Compensation - Employee and non-employee share-based 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. The Company reverses any previously recognized compensation cost associated with forfeited RSUs in the period which the forfeiture occurs.

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

**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.

Segment 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 $0.4 million, bearing interest at 8.24% per year to finance certain insurance policies. Principal and interest payments related to the note will be repaid over an 11-month period with the final payment due on October 8, 2026. As of June 30, 2026 and December 31, 2025, the Company’s note payable balance was de minimis and $0.3 million, respectively. On May 15, 2026, the Company terminated certain insurance policies that were financed by the short-term note payable and was issued a return of the premium that was financed by its short-term note payable, which resulted in a de minimis balance related to other insurance policies financed by the short-term note payable as of June 30, 2026.

Note 4 –Equity

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 and Pre-Funded Warrants

On May 4, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors (the “Investors”), pursuant to which the Investors purchased in a private placement: (i)650,000 shares of the Company’s common stock at a purchase price of $2.30 per share; and (ii) pre-funded warrants to purchase 9,143,479 shares of common stock (the “Pre-Funded Warrants”) at a purchase price of $2.299 per Pre-Funded Warrant (the “Offering”).

Subject to certain ownership limitations, the Pre-Funded Warrants are exercisable immediately upon issuance into one share of common stock at an exercise price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof) and expire once such Pre-Funded Warrant is fully exercised. The holder of a Pre-Funded Warrant is prohibited from exercising any Pre-Funded Warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% as applicable) of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%. The gross proceeds to the Company from the Offering were approximately $22.5 million. Net proceeds, after deducting commissions and other offering expenses, were $20.7 million. As of June 30, 2026, no Investors have exercised their Pre-Funded Warrants.

On July 26, 2024, the Company entered into a Sales Agreement (the “AGP ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“AGP”). Pursuant to the terms of the AGP ATM Sales Agreement, the Company originally was permitted to sell from time to time through AGP, as sales agent or principal, shares of the Company’s common stock with initial aggregate sales price of up to $5.2 million. On July 30, 2024, the Company increased the aggregate sales price of common stock that may be sold under the AGP ATM Sales Agreement to $25.0 million (not including the original $5.2 million). On March 20, 2025, the Company increased the aggregate sales price of common stock that may be sold under the AGP ATM Sales Agreement to $43.5 million (which amount includes $6.4 million remaining from the $30.2 million set forth above). On September 19, 2025, the Company decreased the sales price of common shares that may be sold under the AGP ATM Sales Agreement to $1.8 million, which amount does not include any shares of common stock sold prior to such date.

On May 13, 2025, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”) for the public offering by the Company of (i)27,084 shares of the Company’s common stock, (ii) pre-funded warrants to purchase 302,295 shares of common stock (the “Pre-Funded A.G.P. Warrants”); and (iii) Series F Warrants to purchase up to an aggregate of 329,381 shares of common stock (the “Common Warrants”). The Common Warrants and Pre-Funded A.G.P. Warrants are collectively referred to herein as the (“Warrants”). The combined purchase price of one share of common stock and one accompanying Common Warrant was $15.18 and the combined purchase price of one Pre-Funded A.G.P. Warrant and one accompanying Common Warrant was $15.17.****

Subject to certain ownership limitations, the Warrants are exercisable immediately upon issuance. Each Pre-Funded A.G.P. Warrant is exercisable into one share of common stock at a price per share of $0.001 and expire once such Pre-Funded A.G.P. Warrants are fully exercised. The Common Warrants are exercisable into one share of Common Stock at a price per share of $13.68 and expire five years from Initial Exercise Date. The closing of this offering occurred on May 14, 2025.

The following table summarizes the common stock and pre-funded warrant activity for the six months ended June 30, 2026 and 2025 (in thousands, except share amounts):

Stock Options

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 June 30, 2026, there were 38,204 shares of common stock remaining to be issued under the 2020 Plan.

The following table summarizes the stock option activity for the six months ended June 30, 2026:

As of June 30, 2026, the outstanding stock options have a weighted average remaining term of 9.37 years andno aggregate intrinsic value.

Stock Warrants

The following table summarizes the stock warrant activity for the six months ended June 30, 2026:

As of June 30, 2026, the outstanding and exercisable warrants have a weighted average remaining term of 3.86 years and hadno aggregate intrinsic value.

Restricted Stock Units

The following table summarizes the RSUs activity for the six months ended June 30, 2026:

Performance Units

The following table summarizes the PUs activity for the six months ended June 30, 2026:

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense for the six months ended June 30, 2026 (in thousands):

At June 30, 2026, the Company had $0.2 million of unrecognized stock-based compensation expense related primarily to outstanding RSUs. The Company didnot have any unrecognized expense related to PUs.

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.

Reata Agreement

On November 21, 2017, the Company entered into a Collaboration and Asset Purchase Agreement with Reata Pharmaceuticals, Inc. (“Reata”). Through this agreement, the Company purchased all of Reata’s rights, title, interest and previously conducted research and development results in the chemical compound commonly known as Berubicin. In exchange for these rights, the Company agreed to pay Reata an amount equal to 2.25% of the net sales of Berubicin for a period of 10 years from the Company’s first commercial sale of Berubicin plus $10,000. Reata also agreed to collaborate with the Company on the development of Berubicin, from time to time.

Cortice Biosciences, Inc. Exclusive License Agreement

On July 29, 2024, the Company entered into an Exclusive License Agreement (the “Cortice Agreements”) with Cortice Biosciences, Inc. (“Cortice”) pursuant to which Cortice granted the Company an exclusive license to the intellectual property rights related to certain patents around the compound TPI 287 in the United States, Canada, Mexico and Japan. The term of the license will expire, other than due to a breach of the Cortice Agreements, at the end of the royalty term with respect to any licensed product in any of the included territories, which begins upon the first commercial sale in such territory and ends on the latest of (i) ten years after such sale, (ii) the expiration of regulatory or marketing exclusivity for such licensed product in such country, or (iii) the expiration of the last to expire valid patent claim in such country covering such licensed 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. As of June 30, 2026, there were no accruals related to the milestone payments.

**Note 6 –Earnings Per Share **

The following potentially dilutive securities have been excluded from the diluted per share calculations as they would be anti-dilutive:

Outstanding pre-funded warrants as of June 30, 2026 are 9,143,479. Pre-funded warrants are considered outstanding as of their issuance date and are included in basic and diluted net loss per share because they are fully vested and exercisable for nominal cash consideration.

Note 7 –Fair Value Measurements

The following table presents information about our financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

Bank deposit accounts are included within cash and cash equivalents in the accompanying balance sheets and are recognized at fair value. As of June 30, 2026 and December 31, 2025, the Company only held Level 1 financial instruments and there wereno transfers among levels.

Note 8 –Subsequent Events

On August 11, 2026, Michal Fisher was nominated and appointed to serve as a member of our Compensation Committee. Ms. Fisher was appointed to our Board of Directors on May 4, 2026.