CNS Pharmaceuticals Announces Oversubscribed $22.5 Million Private Placement Financing

The private placement includes participation from several leading healthcare investors including ADAR1 Capital, Ikarian Capital, Stonepine Capital Management and Nazare Partners

Proceeds expected to enable CNS Pharmaceuticals to acquire differentiated, clinical-stage assets with identifiable near-term value-inflection catalysts, aligned with its recently announced corporate strategy

HOUSTON, TX / ACCESS Newswire / May 4, 2026 / CNS Pharmaceuticals, Inc. (NASDAQ:CNSP) ("CNS" or the "Company"), a biotechnology company focused on building a pipeline of innovative therapies addressing significant unmet medical needs, announced today that it has entered into securities purchase agreements for a private placement financing that is expected to result in gross proceeds of approximately $22.5 million to the Company, before placement agent fees and offering expenses.

The private placement includes participation from institutional healthcare investors, including ADAR1 Capital, Ikarian Capital, Stonepine Capital Management and Nazare Partners.

Pursuant to the terms of the securities purchase agreements, CNS is selling an aggregate of (i) 650,000 shares of its common stock ("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 at a purchase price of $2.299 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.001 per share. The private placement is expected to close on or about May 5, 2026, subject to satisfaction of customary closing conditions.

CNS intends to use the net proceeds from this private placement, together with existing cash, to identify, acquire, and advance differentiated assets with clear development and regulatory pathways that have clear inflection catalysts and the potential for near-term value creation, as well as for working capital and general corporate purposes. These objectives underpin the Company's new corporate strategy announced on March 11, 2026.

"With the proceeds from this financing, the Company is now in a strong position to execute on our recently announced corporate strategy and capitalize on opportunities created by the dynamic biotech environment over the last several years," said Rami Levin, President and Chief Executive Officer of CNS Pharmaceuticals. "We are grateful for the strong support from leading healthcare investors in this oversubscribed financing, which we believe validates our new strategy and the strength of our team. We expect that the proceeds from the private placement will help us acquire assets with clear development pathways with identifiable near-term catalysts, and with the potential to deliver meaningful value to patients and shareholders."

In parallel, CNS is in active discussions to out-license its legacy glioblastoma multiforme programs, Berubicin and TPI-287, allowing the Company to focus its resources on advancing a new acquisition-driven pipeline.

A.G.P./Alliance Global Partners acted as the sole placement agent for the transaction.

The offer and sale of the foregoing securities will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company intends to file a registration statement with the Securities and Exchange Commission ("SEC") for the resale of the securities issued in the private placement.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.

About CNS Pharmaceuticals, Inc.

CNS Pharmaceuticals is a biotechnology company focused on developing innovative therapies for serious diseases. With an experienced executive team and a focus on high-value therapeutic opportunities, the Company is working to build a differentiated portfolio of assets addressing significant unmet medical needs. CNS is committed to advancing novel treatments that have the potential to improve patient outcomes while creating long-term value for patients and shareholders.

For more information, please visit www.CNSPharma.com, and connect with the Company on X and LinkedIn.

Forward-Looking Statements

Some of the statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this release include, without limitation, statements regarding the expected gross proceeds and closing of the private placement, the Company's intended use of proceeds from the private placement together with existing cash, the Company's pipeline prioritization and strategic development, the anticipated contributions of the new management team to the Company's growth, expectations regarding clinical development and regulatory strategy, the Company's ability to deliver meaningful value to patients and shareholders, and the Company's plans to explore out-licensing or strategic sales of legacy assets. These statements relate to future events, future expectations, plans and prospects. Although CNS believes the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. CNS has attempted to identify forward-looking statements by terminology including ''believes,'' ''estimates,'' ''anticipates,'' ''expects,'' ''plans,'' ''projects,'' ''intends,'' ''potential,'' ''may,'' ''could,'' ''might,'' ''will,'' ''should,'' ''approximately'' or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including market and other conditions and those discussed under Item 1A. "Risk Factors" in CNS's most recently filed Form 10-K filed with the SEC and updated from time to time in its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained in this press release speak only as of its date. CNS undertakes no obligation to update any forward-looking statements contained in this press release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events, except as required by law.

CONTACTS:

Investor Relations Contact

JTC Team, LLC
Jenene Thomas
908.824.0775
CNSP@jtcir.com

Business Development Contact

CNS Pharmaceuticals, Inc.
Dylan Wenke, Chief Business Officer
dwenke@cnspharma.com

SOURCE: CNS Pharmaceuticals, Inc.