Announcement • May 05
CNS Pharmaceuticals, Inc. announced that it expects to receive $22.515858 million in funding from ADAR1 Capital Management, LLC, Ikarian Capital, LLC, Stonepine Capital Management LLC, Nazare Partners CNS Pharmaceuticals, Inc. announced that it has entered into a Securities Purchase Agreement pursuant to which the company will issue (i) 650,000 common shares at $0.001 par value per share at an issue price of $2.30 per share for gross proceeds of $1,495,000 and (ii) 9,143,479 pre-funded warrants to purchase 9,143,479 common shares at an issue price of $2.299 per Pre-Funded Warrant for gross proceeds of $21,020,858.221 for total aggregate gross proceeds of $22,515,858.221 on May 4, 2026. The transaction includes participation from institutional healthcare investors, including ADAR1 Capital, Ikarian Capital, Stonepine Capital Management, and Nazare Partners. 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 closing of the Offering is expected to occur on May 5, 2026, subject to customary closing conditions. The Common Stock and Pre-Funded Warrants issued in the Offering and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% ($1,576,110.07547) of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company also agreed to reimburse the Placement Agent for up to $75,000 for the Placement Agent’s fees and expenses and up to $15,000 for non-accountable expenses. New Risk • May 04
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 70% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$14m free cash flow). Share price has been highly volatile over the past 3 months (70% average weekly change). Shareholders have been substantially diluted in the past year (231% increase in shares outstanding). Revenue is less than US$1m. Market cap is less than US$10m (US$1.88m market cap). Minor Risk Currently unprofitable and not forecast to become profitable over next 3 years (US$27m net loss in 3 years). New Risk • Jan 15
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 11% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$16m free cash flow). Shareholders have been substantially diluted in the past year (396% increase in shares outstanding). Revenue is less than US$1m. Market cap is less than US$10m (US$3.85m market cap). Minor Risks Currently unprofitable and not forecast to become profitable over next 3 years (US$25m net loss in 3 years). Share price has been volatile over the past 3 months (11% average weekly change). 
