CNS Pharmaceuticals: 650K-share plan increase approved

Six directors were elected, the independent auditor was ratified for 2026, and executive compensation received advisory approval.

Rhea-AI Filing Summary

CNS Pharmaceuticals, Inc. (CNSP) reported that stockholders approved an amendment adding 650,000 shares to the 2020 Equity Plan; the amended plan permits issuance of 765,061 shares in total, including the increase. The vote took place at the September 30, 2026 annual meeting.

Stockholders elected Faith Charles, Bettina Cockroft, Michal Fisher, Jeffrey Keyes, Rami Levin and Amy Mahery through the 2027 annual meeting, ratified MaloneBailey, LLP as the independent registered public accounting firm for the year ending December 31, 2026, and approved executive compensation on an advisory basis. Stockholders also authorized adjournment, if necessary, to solicit additional proxies when votes were insufficient on the proposals.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Increase to 2020 Equity Plan: 650,000 shares Shares authorized under amended 2020 Equity Plan: 765,061 shares Common shares issued and outstanding: 1,461,449 shares +3 more

6 metrics

Increase to 2020 Equity Plan 650,000 shares Approved amendment to shares authorized for issuance

Shares authorized under amended 2020 Equity Plan 765,061 shares As amended; includes the 650,000-share increase

Common shares issued and outstanding 1,461,449 shares As of August 10, 2026; entitled to vote

Shares present or represented by proxy 668,188 shares At the September 30, 2026 annual meeting

Shares represented 45.72% Of shares entitled to vote at the annual meeting

Votes on 2020 Equity Plan amendment 96,953 for; 8,128 against; 35 abstentions; 563,072 broker non-votes Annual meeting voting results

Key Terms

authorized for issuance, record date, quorum, broker non-votes, +1 more

5 terms

authorized for issuance financial

"shares of common stock authorized for issuance under the 2020 Plan"

record date regulatory

"August 10, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

quorum regulatory

"which constituted a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis regulatory

"approved, on an advisory basis, the compensation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did CNSP add to its 2020 Equity Plan?

Stockholders approved adding 650,000 shares to CNSP’s 2020 Equity Plan, bringing the amended plan’s authorized issuance total to 765,061 shares; the total includes the increase.

How many CNSP shares were eligible to vote, and how many were represented?

As of August 10, 2026, CNSP had 1,461,449 common shares issued and outstanding and entitled to vote; 668,188 shares, or 45.72%, were present in person or represented by proxy, constituting a quorum.

What were the vote totals on CNSP’s Equity Plan amendment?

The amendment received 96,953 votes for, 8,128 against and 35 abstentions, with 563,072 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2026

___________________________

CNS Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

___________________________

Nevada	001-39126	82-2318545
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2100 West Loop South, Suite 900

Houston, Texas 77027

 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 946-9185

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	CNSP	The NASDAQ Stock Market LLC

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 2026 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 650,000 shares. As amended, the number of shares of the common stock that may be issued under the 2020 Plan is 765,061 shares (this includes the 650,000 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 August 21, 2026 (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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting at 12:00 p.m. ET on September 30, 2026. As of August 10, 2026, the record date for the Annual Meeting, there were 1,461,449 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 668,188, or 45.72%, 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 Company’s Proxy Statement, the relevant portions of which are incorporated herein by reference.

Proposal 1. Election of Directors – The Company’s stockholders elected Faith Charles, Bettina Cockroft, Michal Fisher, Jeffrey Keyes, Rami Levin and Amy Mahery, as directors of the Company until the Company’s 2027 Annual Meeting of Stockholders, or until their respective successors have been duly elected and qualified, by the following vote:

Director		Votes For		Votes Withheld		Broker Non-Votes
Faith Charles		101,003		4,113		563,072
Bettina Cockroft		102,445		2,671		563,072
Michal Fisher		102,460		2,656		563,072
Jeffrey Keyes		100,524		4,592		563,072
Rami Levin		102,434		2,682		563,072
Amy Mahery		101,295		3,821		563,072

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, 2026, by the following vote:

Votes For		Votes Against		Abstain		Broker Non-Votes
637,228		30,874		89		0

2

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
98,103		6,682		331		563,072

Proposal 4. Amendment to 2020 Equity Plan Approval - The Company’s stockholders approved amendments to the 2020 Plan including an increase in the number of shares of common stock authorized for issuance by 650,000 shares under the 2020 Plan, by the following vote:

Votes For		Votes Against		Abstain		Broker Non-Votes
96,953		8,128		35		563,072

Proposal 5. 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 are 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
622,421		45,635		132		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.		Description
10.1		CNS Pharmaceuticals, Inc. 2020 Equity Plan (as amended and restated)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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/ Rami Levin
		Rami Levin
		Chief Executive Officer and President

Dated: October 1, 2026

4

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 CNS PHARMACEUTICALS, INC. 2020 EQUITY PLAN 88.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.3 KB