Equity

3 Months Ended

Mar. 31, 2025

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 May 2, 2024, 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 75,000,000 shares to 300,000,000 shares.

On April 30, 2024, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.

Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-fifty (1:50) reverse stock split of the Company’s common stock and the filing of the Amendment to effectuate the reverse split. The reverse stock split became effective on June 4, 2024 on a 1-for-50 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.

On November 26, 2024, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.

Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-fifty (1:50) reverse stock split of the Company’s common stock and the filing of the Amendment to effectuate the reverse split. The reverse stock split became effective on February 21, 2025 on a 1-for-50 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). During the period ended March 31, 2025, the Company has sold 1,530,985 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $9 million. As of March 31, 2025, the Company has sold 2,522,758 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $22.8 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 27 shares of common stock.

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 40 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 298 shares of common stock.

During the three months ended March 31, 2025 and 2024, the Company recognized $44,943 and $192,375 of stock-based compensation, respectively, related to outstanding stock options. At March 31, 2025, the Company had $50,646 of unrecognized expenses related to outstanding options.

The following table summarizes the stock option activity for the three months ended March 31, 2025:

	Options		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2024		270	$	33,000.37
Granted		–		–
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, March 31, 2025		270	$	33,000.37
Exercisable, March 31, 2025		181	$	48,631.52

As of March 31, 2025, the outstanding stock options have a weighted average remaining term of 7.91 years and no aggregate intrinsic value. As of March 31, 2025, there were no awards remaining to be issued under the 2017 Plan and 27 shares of common stock remaining to be issued under the 2020 Plan.

Stock Warrants

The following table summarizes the stock warrant activity for the three months ended March 31, 2025:

	Warrants		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2024		59,579	$	465.88
Granted		–		–
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, March 31, 2025		59,579	$	465.88
Exercisable, March 31, 2025		59,579	$	465.88

As of March 31, 2025, the outstanding and exercisable warrants have a weighted average remaining term of 3.85 years and had no aggregate intrinsic value.

Restricted Stock Units

During the three months ended March 31, 2025, the Company recognized $17,424 of stock-based compensation, related to outstanding stock RSUs. At March 31, 2025, the Company had $50,851 of unrecognized expenses related to outstanding RSUs.

The following table summarizes the RSUs activity for the three months ended March 31, 2025:

	RSUs		Weighted-Average Grant Date Fair Value
Non-vested, December 31, 2024		114	$	1,932.55
Granted		–		–
Vested		–		–
Forfeited		–		–
Non-vested, March 31, 2025		114	$	1,932.55

Performance Units

During the three months ended March 31, 2025, the Company recognized $0 related to outstanding stock PUs. At March 31, 2025, the Company had $0 of unrecognized expenses related to PUs.

The following table summarizes the PUs activity for the three months ended March 31, 2025:

	PUs		Weighted-Average Grant Date Fair Value
Non-vested, December 31, 2024		5	$	9,750.00
Granted		–		–
Vested		–		–
Cancelled		–		–
Non-vested, March 31, 2025		5	$	9,750.00