CNS Pharmaceuticals, Inc.
For the period ended Nov 17, 2025. Filed Oct 24, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 17, 2025 · Filed Oct 24, 2025
Contents
Cover page
Show cover page
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 Registrantx
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 or postponed from time to time without notice other than by announcement at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED.
| By Order of the Board of Directors, | |
| CNS PHARMACEUTICALS, INC. | |
| /s/ John Climaco | |
| Houston, Texas | John Climaco |
|---|---|
| October 24, 2025 | Chief Executive Officer |
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| WHY DID YOU SEND ME THIS PROXY STATEMENT? | 1 |
| WHAT PROPOSALS WILL BE ADDRESSED AT THE ANNUAL MEETING? | 1 |
| WHO MAY VOTE ON THESE PROPOSALS? | 2 |
| HOW MANY VOTES DO I HAVE? | 2 |
| WHY WOULD THE ANNUAL MEETING BE POSTPONED? | 2 |
| HOW DO I VOTE WITHOUT ATTENDING THE MEETING? | 3 |
| HOW CAN I VOTE MY SHARES IN PERSON AND PARTICIPATE AT THE ANNUAL MEETING? | 4 |
| MAY I REVOKE MY PROXY? | 4 |
| WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL? | 4 |
| ARE THERE ANY RIGHTS OF APPRAISAL? | 5 |
| WHO BEARS THE COST OF SOLICITING PROXIES? | 5 |
| WHERE ARE CNS’ PRINCIPAL EXECUTIVE OFFICES? | 5 |
| HOW CAN I OBTAIN ADDITIONAL INFORMATION ABOUT CNS? | 5 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 6 |
| INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS | 7 |
| GOVERNANCE OF THE COMPANY | 10 |
| COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS | 14 |
| RELATED PARTY TRANSACTIONS | 20 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 21 |
| PROPOSAL 2: TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| PROPOSAL 3: TO VOTE ON A NON-BINDING, ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | 23 |
| PROPOSAL 4: TO VOTE ON A NON-BINDING, ADVISORY PROPOSAL ON THE FREQUENCY OF HOLDING FUTURE VOTES REGARDING EXECUTIVE COMPENSATION | 24 |
| PROPOSAL 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 | 25 |
| PROPOSAL 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 | 27 |
| PROPOSAL 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 | 34 |
| AUDIT COMMITTEE REPORT | 35 |
| OTHER PROPOSED ACTION | 36 |
| HOUSEHOLDING OF PROXY MATERIALS | 36 |
| STOCKHOLDER PROPOSALS AND SUBMISSIONS | 37 |
i
CNS PHARMACEUTICALS, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 17, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.