CNS Pharmaceuticals Announces Board Changes and Officer Appointments

TL;DR

CNS Pharma shakes up leadership: new Chairman, new CMO, director out. Big changes ahead?

AI Summary

On April 30, 2024, CNS Pharmaceuticals, Inc. filed an 8-K report detailing several key events. These include the election of Dr. John "Jack" Roberts as Chairman of the Board and the appointment of Dr. Robert L. Hanna as Chief Medical Officer. The company also announced the resignation of Dr. Alan L. Rubino from the Board of Directors. Additionally, CNS Pharmaceuticals reported on matters submitted to a vote of security holders and filed financial statements and exhibits.

Why It Matters

The appointment of a new Chairman and CMO, along with a director's resignation, signals potential shifts in the company's strategic direction and leadership.

Risk Assessment

Risk Level: medium — Changes in key leadership positions like Chairman and CMO can indicate strategic shifts or internal challenges, introducing a degree of uncertainty.

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• Dr. John "Jack" Roberts (person) — Elected Chairman of the Board
• Dr. Robert L. Hanna (person) — Appointed Chief Medical Officer
• Dr. Alan L. Rubino (person) — Resigned from the Board of Directors
• April 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CNSP The NASDAQ Stock Marke
• $1.28 — 023 (the "October 2023 Warrants"), from $1.28 per share to $0.30 per share and to ext
• $0.30 — 023 Warrants"), from $1.28 per share to $0.30 per share and to extend the termination

Filing Documents

• cns_8k.htm (8-K) — 49KB
• cns_0301.htm (EX-3.1) — 2KB
• cns_1001.htm (EX-10.1) — 96KB
• 0001683168-24-002961.txt ( ) — 342KB
• cnsp-20240430.xsd (EX-101.SCH) — 3KB
• cnsp-20240430_lab.xml (EX-101.LAB) — 33KB
• cnsp-20240430_pre.xml (EX-101.PRE) — 22KB
• cns_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As reported below under Item 5.07 of this Current Report, CNS Pharmaceuticals, Inc. (the "Company") held its scheduled 2024 Annual Meeting of Stockholders (the "Annual Meeting") at which the Company's stockholders approved amendments to the Company's 2020 Equity Plan (the "2020 Plan") including an increase in the number of shares of common stock, par value $0.001 per share, authorized for issuance under the 2020 Plan by 3,500,000 shares. As amended, the number of shares of the common stock that may be issued under the 2020 Plan is 4,345,800 shares (this includes the 3,500,000 share increase). For more information about the 2020 Plan and amendments thereto, see the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 10, 2024 (the "Proxy Statement"), the relevant portions of which are incorporated herein by reference. The foregoing description of the amendments to the 2020 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2020 Plan, as amended, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. On April 30, 2024, the Board of Directors of the Company approved the following appointments to its Board committees: (i) Audit Committee – Jeff Keyes (Chair), Faith Charles and Amy Mahery; (ii) Compensation Committee – Dr. Jerzy (George) Gumulka (Chair), Amy Mahery and Dr. Bettina Cockroft; and (iii) Nominating and Governance Committee – Dr. Bettina Cockroft (Chair) and Faith Charles.

03 Amendments to Articles of Incorporation or Bylaws; Change in

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As reported below under Item 5.07 of this Current Report, the Company held its Annual Meeting on April 30, 2024, at which the Company's stockholders approved an amendment to the Company's Amended and Restated Articles of Incorporation to increase the total number of authorized shares of common stock from 75,000,000 shares to 300,000,000 shares. On May 2, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the "Amendment") 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. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference. For more information about the Amendment, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting as a virtual meeting online via live audio webcast on Tuesday, April 30, 2024, at 3:00 p.m. Eastern Time. As of March 21, 2024, the record date for the Annual Meeting, there were 10,634,932 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 7,438,115, or 69.94%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of Company common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Annual Meeting. The proposals are described in detail in the Proxy Statement, the relevant portions of which are incorporated herein by reference. Proposal 1. Election of Directors - The Company's stockholders elected John Climaco, Jerzy (George) Gumulka, Jeffry R. Keyes, Faith Charles, Bettina Cockroft, and Amy Mahery, each to serve until the 2025 Annual Meeting of Stockholders or until such person's successor is qualified and elected, by the following vote: Director Name Votes For Against Abstain Broker Non-Votes John Climaco 2,806,862 419,414 10,728 4,326,111 Jerzy (George) Gumulka 2,530,498 688,740 17,766 4,326,111 Jeffry R. Keyes 2,737,164 479,314 20,526 4,326,111 Faith Charles 2,836,539 386,803 13,662 4,326,111 Bettina Cockroft 2,878,946 337,556 20,502 4,326,111 Amy Mahery 2,951,391 272,219 13,394 4,326,111 2 Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm - The Company's stockholders ratified the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, by the following vote: Votes For Votes Against Abstain Broker Non-Votes 6,880,698 439,554 117,863 0 Proposal 3. Re

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 3.1 Certificate of Amendment to the Amended and Restated Articles of Incorporation of CNS Pharmaceuticals, Inc., filed with the Secretary of State of the State of Nevada 10.1 CNS Pharmaceuticals, Inc. 2020 Equity Plan (as amended April 30, 2024) 104 Cover page Interactive Data File (embedded within the Inline XBRL document) 3 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CNS Pharmaceuticals, Inc. By: /s/ Chris Downs Chris Downs Chief Financial Officer Dated: May 3, 2024 4