CNS Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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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.
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.
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 |
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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 advisory basis, the compensation paid to the Company’s executive officers, by the following vote:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 32,626 | 2,822 | 8,675 | 159,984 |
Proposal 4. Frequency of Holding Future Votes Regarding Executive Compensation - The Company’s stockholders recommended, on an advisory basis, that the holding of future votes to approve the compensation of the Company’s named executed officers should occur every year, by the following vote:
| 1 Year | 2 Years | 3 Years | Broker Non-Votes |
| 33,186 | 146 | 744 | 159,984 |
Consistent with the advisory vote on Proposal 4 - Frequency of Holding Future Votes Regarding Executive Compensation, the Company’s Board of Directors determined that the Company will conduct an executive compensation advisory vote, or say-on-pay vote, every year.
Proposal 5. Amendment to Articles of Incorporation Approval - 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 the total number of authorized shares of preferred stock from 416,667 shares to 5,000,000 shares, by the following vote:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 26,763 | 8,851 | 8,509 | 159,984 |
Proposal 6. Amendment to 2020 Stock Plan Approval - The Company’s stockholders approved amendments to the Company's 2020 Equity Plan including an increase in the number of shares of common stock authorized for issuance under the 2020 Plan, by the following vote:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 27,030 | 8,563 | 8,530 | 159,984 |
Proposal 7. To Authorize an Adjournment of the Annual Meeting - The Company’s stockholders authorized the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the above proposals, by the following vote:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 136,234 | 21,416 | 46,457 | 0 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description | ||
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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) |
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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. |
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| By: | /s/ Chris Downs | ||
| Chris Downs | |||
| Chief Financial Officer | |||
| Dated: November 21, 2025 | |||
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