CNS Pharmaceuticals, Inc. 8-K Filing

Ticker: CNSP · Form: 8-K · Filed: 2025-11-21T00:00:00.000Z

Sentiment: neutral

Filing Stats: 1,457 words · 6 min read · ~5 pages · Grade level 12.8 · Accepted 2025-11-21 17:19:16

Key Financial Figures

Filing Documents

02 Departure of Directors or Certain

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 2025 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 114,916 shares. As amended, the number of shares of the common stock that may be issued under the 2020 Plan is 115,061 shares (this includes the 114,916-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 October 24, 2025 (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.

03 Amendments to Articles of Incorporation

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 November 17, 2025, 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 25,000,000 shares to 300,000,000 shares and to increase the total number of authorized shares of preferred stock from 416,667 shares to 5,000,000 shares. On November 20, 2025, 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 25,000,000 shares to 300,000,000 shares and to increase the total number of authorized shares of preferred stock from 416,667 shares to 5,000,000 shares . 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

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 Monday, November 17, 2025, at 12:00 p.m. Eastern Time. As of October 10, 2025 , the record date for the Annual Meeting, there were 574,580 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 204,107, or 35.52%, 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 2026 Annual Meeting of Stockholders or until such person's successor is qualified and elected, by the following vote: Director Name Votes For Withheld Broker Non-Votes John Climaco 33,330 10,793 159,984 Jerzy (George) Gumulka 31,329 12,794 159,984 Jeffry R. Keyes 30,658 13,465 159,984 Faith Charles 33,209 10,914 159,984 Bettina Cockroft 31,331 12,792 159,984 Amy Mahery 33,331 10,792 159,984 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, 2025, by the following vote: Votes For Votes Against Abstain Broker Non-Votes 150,376 1,157 52,574 0 Proposal 3. Executive Compensation– The Company's stockholders approved a resolution approving, on an advis

01 Financial Statements and

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 and restated) 104 Cover page Interactive Data File (embedded within the Inline XBRL document) 4 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: November 21, 2025 5

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