CNS Pharmaceuticals, Inc.
For the period ended Sep 30, 2026. Filed Aug 21, 2026.
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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.
Sep 30, 2026 · Filed Aug 21, 2026
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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 September 30, 2026. The Annual Meeting will begin at 12:00 P.M. Eastern Standard Time virtually at https://edge.media-server.com/mmc/go/cnsp2026agm 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 are distributing our proxy materials to stockholders via the Internet under the “Notice and Access” rules of the U.S. Securities and Exchange Commission. We believe this expedites stockholders’ receipt of proxy materials, lowers the costs of the Annual Meeting and conserves natural resources. As a result, we are mailing to many stockholders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), rather than a paper copy of the Notice and Proxy Statement and 2025 Annual Report to Stockholders, which consists of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Notice of Internet Availability contains instructions on how to access the proxy materials online, vote online and obtain, if desired, a paper copy of our proxy materials. The Notice of Internet Availability is not a proxy card and cannot be used to vote your shares. You will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice of Internet Availability or on the website referred to in the Notice.
Because it is important that your shares be voted at the Annual Meeting, we urge you to vote your shares as promptly as possible by following the instructions in the Notice of Internet Availability or on the proxy card if you received one, whether or not you plan to attend. Even after submitting 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/ Rami Levin |
|---|---|
| Rami Levin | |
| Chief Executive Officer |
Important Notice Regarding the Availability of Proxy Materials
for the Annual Stockholder Meeting to be Held on September 30, 2026:
Electronic Copies of the Proxy Statement and our 2025 Annual Report on Form 10-K are available at
http://proxyvote.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 September 30, 2026
TO THE STOCKHOLDERS OF CNS PHARMACEUTICALS, INC.:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of CNS Pharmaceuticals, Inc. (the “Company”) will be held virtually athttps://edge.media-server.com/mmc/go/cnsp2026agm, on September 30, 2026 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 2027 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, 2026. |
| 3. | To vote on a non-binding, advisory resolution to approve executive compensation. |
| 4. | To approve amendments to the Company’s 2020 Stock Plan including an increase in the number of shares of common stock authorized for issuance by 650,000 shares under the Company’s 2020 Stock Plan. |
| 5. | 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 August 10, 2026, 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. The Annual Meeting may be adjourned or postponed from time to time. If the Annual Meeting is adjourned, no notice of the adjourned meeting will be required other by an announcement at the Annual Meeting of the time and place to which the Annual Meeting is adjourned, so long as the meeting is adjourned for 60 days or less and no new record date is fixed for the adjourned meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR ON THE PROXY CARD IF YOU RECEIVED ONE.
| By Order of the Board of Directors, | |
| CNS PHARMACEUTICALS, INC. | |
| /s/ Rami Levin | |
| Houston, Texas | Rami Levin |
|---|---|
| August 21, 2026 | Chief Executive Officer |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.