CNS Pharmaceuticals Files Definitive Proxy Statement

TL;DR

CNS Pharmaceuticals proxy statement is out - vote on directors & auditors.

AI Summary

CNS Pharmaceuticals, Inc. filed its definitive proxy statement on October 28, 2024, for its annual meeting of stockholders. The filing outlines the proposals to be voted on, including the election of directors and the ratification of the appointment of its independent registered public accounting firm. The company is seeking shareholder approval for these routine corporate governance matters.

Why It Matters

This filing is crucial for shareholders as it details the agenda for the company's annual meeting, allowing them to make informed decisions on corporate governance and the election of directors.

Risk Assessment

Risk Level: low — This is a routine proxy statement filing detailing upcoming shareholder votes, not indicating new financial risks or operational changes.

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• 20241028 (date) — Filing Date
• 2100 WEST LOOP SOUTH SUITE 900 HOUSTON TX 77027 (address) — Company Business and Mail Address
• 800-946-9185 (phone_number) — Company Phone Number

FAQ

Key Financial Figures

• $1.26 — stock with exercise prices ranging from $1.26 to $15.00 per share (the “Investo
• $15.00 — h exercise prices ranging from $1.26 to $15.00 per share (the “Investor Warrants
• $1.13 — xercise price equal to the lower of (i) $1.13 per share or (ii) the closing price of
• $35,000 — le to InvestorCom will be approximately $35,000. WHERE ARE CNS’ PRINCIPAL EXECU
• $0.001 — our common stock (which will remain at $0.001 per share) or preferred stock (which wi
• $1.00 — d not maintained a closing bid price of $1.00 per share (the “Minimum Bid Price
• $0.1183 — ed sales price for the common stock was $0.1183 per share. 7 Purpose of the Proposed

Filing Documents

• cns_def14a.htm (DEF 14A) — 184KB
• image_028.jpg (GRAPHIC) — 74KB
• image_029.jpg (GRAPHIC) — 125KB
• 0001683168-24-007416.txt ( ) — 458KB

From the Filing

DEF 14A 1 cns_def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12 CNS Pharmaceuticals, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 (800) 946-9185 To the Stockholders of CNS Pharmaceuticals, Inc.: You are cordially invited to attend the Special Meeting of Stockholders of CNS Pharmaceuticals, Inc. on November 26, 2024. The Special Meeting will begin at 9:30 a.m. local time at the Wells Fargo Center, 13th Floor - Uintah Boardroom, 299 S Main St, Salt Lake City, UT 84111. Information regarding each of the matters to be voted on at the Special Meeting is contained in the attached Proxy Statement and Notice of Special Meeting of Stockholders. We urge you to read the proxy statement carefully. The proxy statement and proxy card are being mailed to all stockholders of record as of October 16, 2024. Because it is important that your shares be voted at the Special Meeting, we urge you to complete, date and sign the enclosed proxy card and return it as promptly as possible in the accompanying envelope, whether or not you plan to attend. Even after returning your proxy, if you are a stockholder of record and do attend the meeting and wish to vote your shares in person, you still may do so. Very truly yours, CNS Pharmaceuticals, Inc. By: /s/ John Climaco John Climaco Chief Executive Officer Important Notice Regarding the Availability of Proxy Materials for the Special Stockholder Meeting to be Held on November 26, 2024: Electronic Copies of the Proxy Statement and Form of Proxy are available at: http://icomproxy.com/cnsp CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 (800) 946-9185 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held November 26, 2024 TO THE STOCKHOLDERS OF CNS PHARMACEUTICALS, INC.: NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of CNS Pharmaceuticals, Inc. (the “Company”) will be held at the Wells Fargo Center, 13th Floor - Uintah Boardroom, 299 S Main St, Salt Lake City, UT 84111, on November 26, 2024 at 9:30 a.m., local time, for the following purposes, as described in the accompanying Proxy Statement: 1. To grant our Board of Directors authority, in its sole discretion, prior to the one-year anniversary of this Special Meeting, to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse split ratio of between 1-for-2 and 1-for-50 as determined by the Board of Directors, by the filing of an amendment to the Company's Amended and Restated Articles of Incorporation (collectively, the “Reverse Stock Split Proposal”). 2. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the repricing of warrants issued to investors to purchase an aggregate of 2,434,120 shares of common stock with exercise prices ranging from $1.26 to $15.00 per share (the “Investor Warrants”), so that each of the Investor Warrants has a new exercise price equal to the lower of (i) $1.13 per share or (ii) the closing price of the Company common stock on the date when the stockholders of the Company approve the repricing of the Investor Warrants (the “Warrant Repricing Proposal”). 3. To authorize the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve the Reverse Stock Split Proposal and/or the Warrant Repricing Proposal. Only stockholders of record of the Company at the close of business on October 16, 2024, are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. You will be able to listen to the meeting live, submit questions and vote online at the virtual Special Meeting. A complete list of these stockholders will be open for the examination of any stockholder of record at the Company’s principal executive offices located at 2100 West Loop South, Suite 900, Houston, TX 77027 for a period of ten days prior to the Special Meeting. The