CNS Pharmaceuticals, Inc. DEFA14A Filing

Filing Documents

• cns_defa14a.htm (DEFA14A) — 21KB
• image_060.jpg (GRAPHIC) — 123KB
• image_061.jpg (GRAPHIC) — 204KB
• 0001683168-25-008266.txt ( ) — 472KB

From the Filing

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)) o Definitive Proxy Statement x 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 SUPPLEMENT TO PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held on November 17, 2025 at 12:00pm Eastern Time On October 24, 2025, CNS Pharmaceuticals, Inc. (the “Company”) filed its definitive proxy statement for its annual meeting of stockholders to be held on November 17, 2025 (the “Proxy Statement”) with the Securities and Exchange Commission. The Company is providing this supplement (this “Supplement”) solely to correct an error in the form of proxy included with the Proxy Statement that was filed (the “Proxy Card”). The Proxy Card mailed to stockholders was corrected prior to the mailing. Proposal 4 on the Proxy Card, which provides the Company’s stockholders a vote, on a non-binding, advisory basis, for their preference as to how frequently to hold future votes to approve the compensation of the Company’s named executive officers (commonly referred to as "say-on-pay" frequency), has been corrected to provide stockholders the option to vote “1 Year,” “2 Years,” “3 Years,” or to “Abstain.” The corrected Proxy Card is presented on the following page of this Supplement. The Proxy Statement itself and the link for voting by internet each contain reference to the correct Proxy Card. All other information contained in the Proxy Statement and Proxy Card is correct and no other changes have been made to the Proxy Statement or the Proxy Card. This Supplement should be read in conjunction with the Proxy Statement, and other than the revisions described above, this Supplement does not modify or supersede any information in the Proxy Statement. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby. If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. If you would like to change or revoke your prior vote on any proposal, please refer to the section titled "May I revoke my proxy?" in the Proxy Statement for specific instructions on how to do so. Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on November 17, 2025: Electronic copies of this Supplement, the Proxy Statement, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at http://icomproxy.com/cnsp 2 REVOCABLE PROXY CNS PHARMACEUTICALS APPOINTMENT OF PROXY SOLICITED BY THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS – NOV. 17, 2025 AT 12:00 P.M., EASTERN TIME The undersigned stockholder acknowledges receipt of the Notice of Annual Meeting of Stockholders and the Proxy Statement, each dated October 24 , 2025 , and hereby appoints John Climaco and Christopher Downs, or either of them, proxies for the undersigned, each with full power of substitution, to vote all of the undersigned's shares of common stock of CNS Pharmaceuticals, Inc . (the "Company") at the Annual Meeting of Stockholders of the Company to be held virtually at https : //westcoaststocktransfer . com/proxy - CNSP/, on November 17 , 2025 at 12 : 00 P . M . Eastern Standard Time, and at any adjournments or postponements thereof . PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED . THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER . IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES SET FORTH IN PROPOSAL 1 , AND FOR THE PROPOSALS SET FORTH IN ITEMS 2 - 7 . THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU . (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) VOTING INSTRUCTIONS Read our proxy statement before you vote by proxy. MAIL: Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope. Complete the reverse portion of this Proxy Card and Fax to 760 - 452 -