v3.26.1
Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity

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):

                    
   Six Months Ended June 30, 2026   Six Months Ended June 30, 2025 
   Shares   $   Shares   $ 
Purchase Agreement   650,000   $1,495    –   $– 
Pre-Funded Warrants   9,143,479    21,021    –    – 
AGP ATM Sales Agreement   178,933    501    127,582    9,033 
Common stock and Common Warrant   –    –    27,084    411 
Common stock and Pre-Funded A.G.P. Warrants   –    –    302,295    4,586 
Total   9,972,412   $23,017    456,961   $14,030 

 

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:

           
    Options     Weighted-Average Exercise Price Per Share  
Outstanding, December 31, 2025     19,852     $ 2,737.78  
Granted     –     $ –  
Exercised     –     $ –  
Forfeited     (18 )   $ 821,413.00  
Expired     (9,763 )    $ 30.00  
Outstanding, June 30, 2026     10,071     $ 3,899.52  
Exercisable, June 30, 2026     5,057     $ 7,975.10  

 

As of June 30, 2026, the outstanding stock options have a weighted average remaining term of 9.37 years and no aggregate intrinsic value.

 

Stock Warrants

 

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

           
    Warrants     Weighted-Average Exercise Price Per Share  
Outstanding, December 31, 2025     333,931     $ 90.75  
Granted     –     $ –  
Exercised     –     $ –  
Forfeited     –     $ –  
Expired     –     $ –  
Outstanding, June 30, 2026     333,931     $ 90.75  
Exercisable, June 30, 2026     333,931     $ 90.75  

 

As of June 30, 2026, the outstanding and exercisable warrants have a weighted average remaining term of 3.86 years and had no aggregate intrinsic value.

 

Restricted Stock Units

 

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

           
    RSUs     Weighted-Average Grant Date Fair Value  
Non-vested, December 31, 2025     17     $ 93,902.82  
Granted     57,000     $ 3.13  
Vested     (10 )   $ 66,643.20  
Forfeited     (7 )   $ 133,273.71  
Non-vested, June 30, 2026     57,000     $ 3.13  

 

Performance Units

 

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

           
    PUs     Weighted-Average Grant Date Fair Value  
Non-vested – December 31, 2025     4     $ 117,000.00  
Granted     –     $ –  
Vested     –     $ –  
Forfeited/Cancelled     (4 )   $ 117,000.00  
Non-vested, 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):

                    
   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Stock options  $(8)   $8   $(20)   $53 
RSUs   10    14    25    31 
Total  $2   $22   $5   $84 

 

At June 30, 2026, the Company had $0.2 million of unrecognized stock-based compensation expense related primarily to outstanding RSUs. The Company did not have any unrecognized expense related to PUs.