Equity

9 Months Ended

Sep. 30, 2025

Note 4 – Equity

The Company has authorized 25,000,000 shares of common stock having a par value of $0.001 per share. In addition, the Company authorized 416,667 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 June 4, 2024, the Company effected a one-for-fifty (1:50) reverse stock split of the Company’s common stock 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.

On February 21, 2025, the Company effected a one-for-fifty (1:50) reverse stock split of the Company’s common stock 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.

On July 22, 2025, the Company effected 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.

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 nine months ended September 30, 2025, the Company has sold 127,582 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $9 million. As of September 30, 2025, the Company has sold 210,230 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $22.8 million.

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 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 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 Warrant and one accompanying Common Warrant was $15.17.

Subject to certain ownership limitations, the Warrants are exercisable immediately upon issuance. Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 and expire once such Pre-Funded 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 gross proceeds to the Company from the offering were approximately $5 million, before deducting the Placement Agent’s fees and other offering expenses. The closing of this offering occurred on May 14, 2025.

Stock Options

In 2017, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2017 Stock Plan (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 amendment 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.

During the nine months ended September 30, 2025 and 2024, the Company recognized $59,832 and $571,705 of stock-based compensation, respectively, related to outstanding stock options. At September 30, 2025, the Company had $35,757 of unrecognized expenses related to outstanding options.

The following table summarizes the stock option activity for the nine months ended September 30, 2025:

Schedule of stock option activity
	Options		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2024		70	$	772,562.06
Granted		–		–
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, September 30, 2025		70	$	772,562.06
Exercisable, September 30, 2025		57	$	957,962.24

As of September 30, 2025, the outstanding stock options have a weighted average remaining term of 6.46 years and no intrinsic value. As of September 30, 2025, there were no awards remaining to be issued under the 2017 Plan and 62 shares of common stock remaining to be issued under the 2020 Plan.

Stock Warrants

The following table summarizes the stock warrant activity for the nine months ended September 30, 2025:

Schedule of stock warrant activity
	Warrants			Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2024		5,032		$	15,781.20
Granted		631,676			7.14
Exercised		(302,295	)		0.01
Forfeited		–			–
Expired		(457	)		9,000.00
Outstanding, September 30, 2025		333,956		$	238.97
Exercisable, September 30, 2025		333,956		$	238.97

During the nine months ended September 30, 2025, the Company received $3,627 in net cash proceeds from the exercise of 302,295 Pre-Funded Warrants with an exercise price of $0.001.

As of September 30, 2025, the outstanding and exercisable warrants have a weighted average remaining term of 4.61 years and had $0 aggregate intrinsic value.

Restricted Stock Units

During the nine months ended September 30, 2025, the Company recognized $42,828 of stock-based compensation, related to outstanding stock RSUs. At September 30, 2025, the Company had $25,447 of unrecognized expenses related to outstanding RSUs.

The following table summarizes the RSUs activity for the nine months ended September 30, 2025:

Schedule of RSUs activity
	RSUs		Weighted-Average Grant Date Fair Value
Non-vested, December 31, 2024		18	$	7,426.51
Granted		–		–
Vested		–		–
Forfeited		–		–
Non-vested, September 30, 2025		18	$	7,426.51

Performance Units

During the nine months ended September 30, 2025, the Company recognized $0 related to outstanding stock PUs. At September 30, 2025, the Company had $0 of unrecognized expenses related to PUs.

The following table summarizes the PUs activity for the nine months ended September 30, 2025:

Schedule of PUs activity
	PUs		Weighted-Average Grant Date Fair Value
Non-vested, December 31, 2024		5	$	9,750.00
Granted		–		–
Vested		–		–
Cancelled		–		–
Non-vested, September 30, 2025		5	$	9,750.00

- Definition

The entire disclosure for equity.

+ References

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+ Details

CNS Pharmaceuticals, Inc. 10-Q