[8-K] CNS Pharmaceuticals, Inc. Reports Material Event
CNS Pharmaceuticals, Inc. reported results of its 2025 annual stockholder meeting and related corporate changes. Stockholders approved an amendment to the company’s Amended and Restated Articles of Incorporation to increase authorized common stock from 25,000,000 shares to 300,000,000 shares and authorized preferred stock from 416,667 shares to 5,000,000 shares, and the company filed the amendment in Nevada to make these changes effective. They also approved amendments to the 2020 Equity Plan, raising the number of shares of common stock that may be issued under the plan to 115,061 shares.
All director nominees were elected to serve until the 2026 annual meeting, the appointment of MaloneBailey, LLP as independent auditor for the year ending December 31, 2025 was ratified, and executive compensation was approved on an advisory basis. Stockholders recommended holding the advisory say‑on‑pay vote every year, and the board chose an annual frequency in line with that recommendation. As of the October 10, 2025 record date, 574,580 shares of common stock were issued and outstanding, with 204,107 shares represented at the meeting, constituting a quorum.
- None.
- Substantial potential dilution capacity: Authorized common shares increased from 25,000,000 to 300,000,000 and preferred from 416,667 to 5,000,000, creating room for large future issuances that could dilute existing shareholders if utilized.
Insights
CNSP shareholders approved a large increase in authorized stock and plan shares.
CNS Pharmaceuticals’ stockholders approved a major expansion of the company’s capital structure. Authorized common stock rose from 25,000,000 to 300,000,000 shares and authorized preferred stock from 416,667 to 5,000,000 shares through an amendment to the Articles of Incorporation, which has been filed in Nevada. This creates substantial capacity for future equity or hybrid financings, acquisitions paid in stock, or other share issuances.
Separately, amendments to the 2020 Equity Plan increased the shares available for issuance under the plan to 115,061 shares. As of the October 10, 2025 record date, 574,580 shares of common stock were issued and outstanding, so the new authorized levels are significantly higher than current issuance. Future use of these additional authorized and plan shares, if the company chooses to issue them, could dilute existing holders, though the timing and structure of any such issuances are not specified here.
FAQ
What did CNSP announce in its latest 8-K filing?
CNS Pharmaceuticals reported the results of its 2025 Annual Meeting of Stockholders, including approval of a large increase in authorized common and preferred shares, amendments to its 2020 Equity Plan, the election of directors, auditor ratification, and advisory votes on executive compensation and its frequency.
How many authorized shares does CNS Pharmaceuticals (CNSP) have after the amendment?
After stockholder approval and filing a Certificate of Amendment, CNS Pharmaceuticals’ authorized common stock increased from 25,000,000 shares to 300,000,000 shares, and authorized preferred stock increased from 416,667 shares to 5,000,000 shares.
How many shares are available under CNSP’s 2020 Equity Plan after the amendments?
Following stockholder approval of amendments to the 2020 Equity Plan, the number of shares of common stock that may be issued under the plan is 115,061 shares, which includes the 114,916‑share increase described in the filing.
How many CNSP shares were outstanding and entitled to vote at the 2025 Annual Meeting?
As of the October 10, 2025 record date, there were 574,580 shares of CNS Pharmaceuticals common stock issued and outstanding and entitled to vote, with 204,107 shares represented at the meeting, constituting a quorum.
What did CNS Pharmaceuticals stockholders decide about executive compensation and its voting frequency?
Stockholders approved executive compensation on an advisory basis, with 32,626 votes for, 2,822 against, and 8,675 abstentions. They also recommended holding future advisory votes on executive compensation every year (33,186 votes for one year), and the board determined to conduct the say‑on‑pay vote annually.
Which directors were elected at CNS Pharmaceuticals’ 2025 Annual Meeting and how did the vote turn out?
Stockholders elected John Climaco, Jerzy (George) Gumulka, Jeffry R. Keyes, Faith Charles, Bettina Cockroft, and Amy Mahery to serve until the 2026 Annual Meeting or until their successors are elected and qualified. Each nominee received more votes for than withheld, with broker non‑votes reported for 159,984 shares.
Did CNS Pharmaceuticals’ stockholders ratify the company’s auditor for 2025?
Yes. Stockholders ratified the appointment of MaloneBailey, LLP as CNS Pharmaceuticals’ independent registered public accounting firm for the year ending December 31, 2025, with 150,376 votes for, 1,157 against, and 52,574 abstentions.
