CNS Pharma Seeks Massive Share Increase, Signaling Potential Dilution

TL;DR

**CNSP is gearing up for massive dilution with a 1,100% authorized share increase – get out now or brace for impact.**

AI Summary

CNS Pharmaceuticals, Inc. (CNSP) is holding its Annual Meeting of Stockholders on November 17, 2025, virtually, to address several critical proposals. The company seeks to elect six Board nominees, ratify MaloneBailey, LLP as its independent auditor for 2025, and approve executive compensation on an advisory basis. Most significantly, CNSP proposes to increase its authorized common stock from 25,000,000 shares to 300,000,000 shares, a 1,100% increase, and authorized preferred stock from 416,667 shares to 5,000,000 shares, a 1,100% increase. Additionally, the company plans to amend its 2020 Stock Plan to increase the number of shares authorized for issuance. These proposals, particularly the substantial increase in authorized shares, suggest potential future capital raises or strategic transactions that could dilute existing shareholder value. The company had 574,580 shares of common stock outstanding as of the October 10, 2025 record date.

Why It Matters

This DEF 14A filing is crucial for CNSP investors as the proposed 1,100% increase in authorized common and preferred shares could lead to significant dilution if the company issues new stock. Such a move often precedes capital raises, which, while potentially funding drug development, could depress per-share value. Employees and customers might see this as a necessary step for long-term stability and growth, especially in the competitive pharmaceutical sector where R&D is capital-intensive. The broader market will watch how CNSP utilizes this expanded share pool, as it could indicate future strategic partnerships or acquisitions, impacting its competitive standing against larger biotech firms.

Risk Assessment

Risk Level: high — The proposal to increase authorized common stock from 25,000,000 shares to 300,000,000 shares and preferred stock from 416,667 shares to 5,000,000 shares represents an 1,100% increase for both. This substantial increase, coupled with the amendment to the 2020 Stock Plan to authorize more shares for issuance, creates a high risk of significant shareholder dilution if these shares are issued, potentially eroding the value of existing holdings.

Analyst Insight

Investors should carefully consider the implications of the proposed 1,100% increase in authorized shares. Given the high risk of dilution, existing shareholders should evaluate their position and potentially reduce exposure, while prospective investors should approach CNSP with extreme caution until the company clarifies its specific plans for utilizing the expanded share pool.

Key Numbers

• 300,000,000 shares — Proposed authorized common stock (Increased from 25,000,000 shares, an 1,100% increase)
• 5,000,000 shares — Proposed authorized preferred stock (Increased from 416,667 shares, an 1,100% increase)
• 25,000,000 shares — Current authorized common stock (Baseline for proposed increase)
• 416,667 shares — Current authorized preferred stock (Baseline for proposed increase)
• 574,580 shares — Issued and outstanding common stock (As of October 10, 2025 Record Date)
• $60,000 — Estimated fees payable to InvestorCom (Cost for proxy solicitation)
• November 17, 2025 — Annual Meeting Date (Date stockholders will vote on proposals)
• October 10, 2025 — Record Date (Date for determining eligible voters)

Key Players & Entities

• CNS Pharmaceuticals, Inc. (company) — Registrant
• John Climaco (person) — Chief Executive Officer
• MaloneBailey, LLP (company) — Independent registered public accounting firm
• SEC (regulator) — Securities and Exchange Commission
• InvestorCom (company) — Proxy solicitation firm
• West Coast Stock Transfer (company) — Virtual meeting platform provider

FAQ

Risk Factors

• Significant Increase in Authorized Shares [high — financial]: The company proposes to increase authorized common stock from 25,000,000 to 300,000,000 shares and preferred stock from 416,667 to 5,000,000 shares. This 1,100% increase in both categories suggests a strong possibility of future capital raises or strategic transactions that could significantly dilute existing shareholder value.
• Potential for Shareholder Dilution [high — financial]: The substantial increase in authorized shares, coupled with the proposed amendment to the 2020 Stock Plan to increase shares available for issuance, indicates a strategy that may lead to significant dilution for current shareholders. This could impact earnings per share and the overall value of existing holdings.
• Reliance on Future Capital [medium — operational]: The aggressive increase in authorized shares points to a potential need for substantial future funding. If the company cannot secure this capital on favorable terms, its ability to execute its business plan and achieve its strategic objectives could be severely hampered.
• Compliance with Exchange Rules [medium — regulatory]: Any future issuance of shares, especially in large quantities, must comply with Nasdaq or other relevant exchange listing requirements. Failure to meet these requirements could result in delisting or other penalties.
• Shareholder Approval for Amendments [medium — legal]: The proposals to increase authorized shares and amend the stock plan require shareholder approval. If these proposals fail to pass, the company's ability to raise capital and implement its growth strategy could be significantly constrained.

Industry Context

CNS Pharmaceuticals operates in the biotechnology and pharmaceutical sector, a highly competitive and capital-intensive industry. Companies in this space focus on drug discovery, development, and commercialization, often requiring substantial funding for research and clinical trials. Success is driven by innovation, regulatory approvals, and effective market penetration.

Regulatory Implications

As a pharmaceutical company, CNS Pharmaceuticals is subject to stringent regulations from bodies like the FDA. Any proposed stock issuances or changes to equity plans must comply with SEC and stock exchange rules. Furthermore, the company's drug development pipeline is subject to rigorous clinical trial and approval processes.

What Investors Should Do

1. Review the proposals carefully, especially the significant increase in authorized shares (Proposal 5) and the proposed amendments to the 2020 Stock Plan (Proposal 6), to understand potential dilution and future financing strategies.
2. Vote on the election of directors (Proposal 1) and the ratification of the independent auditor (Proposal 2) to ensure proper governance and financial oversight.
3. Consider the advisory vote on executive compensation (Proposal 3) and the frequency of future votes (Proposal 4) to express views on management remuneration.
4. Understand that the proposed increase in authorized shares is a critical step that could enable future capital raises or strategic transactions, which may or may not be in the best interest of current shareholders.
5. Vote your proxy to ensure your voice is heard, especially on proposals that could significantly impact the company's capital structure and shareholder equity.

Key Dates

• 2025-11-17: Annual Meeting of Stockholders — Stockholders will vote on critical proposals including board elections, auditor ratification, executive compensation, and significant increases in authorized share capital.
• 2025-10-10: Record Date — Determined the stockholders eligible to vote at the Annual Meeting. 574,580 shares of common stock were outstanding on this date.
• 2025-10-24: Mailing of Proxy Statement — Indicates the date by which proxy materials were sent to stockholders of record.

Glossary

DEF 14A

A definitive proxy statement filed with the SEC by a company to solicit shareholder votes on specific matters at a shareholder meeting. (This document contains the information shareholders need to make informed decisions on the proposals being voted on at the Annual Meeting.)

Authorized Shares

The maximum number of shares of stock that a corporation is legally permitted to issue, as specified in its articles of incorporation. (The company is seeking a substantial increase in authorized shares, which is a key proposal at the meeting and has significant implications for future financing and potential dilution.)

Preferred Stock

A class of stock that has claims on assets and earnings that are prior to the common stock. It typically does not carry voting rights. (The company is also proposing a significant increase in authorized preferred stock, which could be used for different types of financing or strategic arrangements.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company it audits, responsible for examining the company's financial statements. (Shareholders are asked to ratify the appointment of Malone Bailey, LLP, which is crucial for financial reporting integrity.)

Advisory Resolution

A shareholder vote on a proposal that is non-binding, meaning the company's board of directors is not legally required to act on the outcome. (Shareholders will vote on executive compensation and the frequency of such votes in an advisory capacity.)

2020 Stock Plan

A company-sponsored plan that allows employees, directors, and consultants to purchase or be granted company stock. (The company is proposing to amend this plan to increase the number of shares available for issuance, which is a significant proposal for equity compensation.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting. Specific comparative financial data from a prior year's filing (e.g., 2024 DEF 14A) is not directly available within this document. However, the key focus of this filing is the proposed substantial increase in authorized share capital, which represents a significant strategic shift compared to the company's previous capital structure.

Key Financial Figures

• $60,000 — le to InvestorCom will be approximately $60,000. WHERE ARE CNS' PRINCIPAL EXECUTIVE OF

Filing Documents

• cns_def14a.htm (DEF 14A) — 481KB
• 0001683168-25-007760.txt ( ) — 874KB
• cnsp-20251117.xsd (EX-101.SCH) — 3KB
• cnsp-20251117_def.xml (EX-101.DEF) — 5KB
• cnsp-20251117_lab.xml (EX-101.LAB) — 83KB
• cnsp-20251117_pre.xml (EX-101.PRE) — 62KB
• cns_def14a_htm.xml (XML) — 2KB

From the Filing

CNS Pharmaceuticals, Inc. PRE 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 Annual Meeting of Stockholders of CNS Pharmaceuticals, Inc. on November 17, 2025. The Annual Meeting will begin at 12:00 P.M. Eastern Standard Time virtually at https://westcoaststocktransfer.com/proxy-CNSP/ where you will be able to listen to the meeting live, submit questions and vote online. Information regarding each of the matters to be voted on at the Annual Meeting is contained in the attached Proxy Statement and Notice of Annual 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 10, 2025. Because it is important that your shares be voted at the Annual 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 Annual Stockholder Meeting to be Held on November 17, 2025: Electronic Copies of the Proxy Statement and our 2024 Annual Report on Form 10-K are available at http://icomproxy.com/cnsp CNS Pharmaceuticals, Inc. 2100 West Loop South, Suite 900 Houston, TX 77027 (800) 946-9185 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held November 17, 2025 TO THE STOCKHOLDERS OF CNS PHARMACEUTICALS, INC.: NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of CNS Pharmaceuticals, Inc. (the "Company") will be held virtually at https://westcoaststocktransfer.com/proxy-CNSP/, on November 17, 2025 at 12:00 P.M. Eastern Standard Time, for the following purposes, as described in the accompanying Proxy Statement: 1. To elect six Board nominees to the Board of Directors of the Company, each to serve until the 2026 annual meeting of stockholders of the Company or until such person's successor is qualified and elected. 2. To ratify the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025. 3. To vote on a non-binding, advisory resolution to approve executive compensation. 4. To vote on a non-binding, advisory proposal on the frequency of holding future votes regarding executive compensation. 5. To approve an amendment to the Company's Amended and Restated Articles of Incorporation to increase the total number of authorized shares of common stock from 25,000,000 shares to 300,000,000 shares and the total number of authorized shares of preferred stock from 416,667 shares to 5,000,000 shares. 6. To approve amendments to the Company's 2020 Stock Plan including an increase in the number of shares of common stock authorized for issuance under the Company's 2020 Stock Plan. 7. To authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the above proposals. Only stockholders of record of the Company at the close of business on October 10, 2025, are entitled to notice of and to vote at the Annual 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 Annual 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 Annual Meeting. The Annual Meeting may be adjourned o