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[Form 4] CNS Pharmaceuticals, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

CNS Pharmaceuticals, Inc. (CNSP) reported a Form 4 showing a director received an option to purchase 1,517 shares of common stock at an exercise price of $12.48 per share. The option was originally approved by the compensation committee on June 6, 2025, subject to shareholder approval of the stock option plan, which shareholders granted on November 17, 2025. The option becomes exercisable in four equal quarterly installments starting on the November 17, 2025 shareholder approval date, as long as the director continues in employment on each vesting date, and expires on November 17, 2035. The filing states the option was issued in connection with the reporting person’s employment and is held as a direct ownership position.

Positive
  • None.
Negative
  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Keyes Jeffry R.

(Last) (First) (Middle)
C/O CNS PHARMACEUTICALS, INC.
100 WEST LOOP SOUTH, SUITE 900

(Street)
HOUSTON TX 77027

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CNS Pharmaceuticals, Inc. [ CNSP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase common stock $12.48 11/17/2025(1) A 1,517 (2) 11/17/2035 Common Stock 1,517 $0(3) 1,517 D
Explanation of Responses:
1. The option grant was approved by the compensation committee of CNS Pharmaceutical, Inc.'s board of directors on June 6, 2025, subject to shareholder approval of the stock option plan under which the option was granted. CNS Pharmaceutical, Inc.'s shareholders approved the plan at the company's annual meeting on November 17, 2025 (the "Shareholder Approval Date").
2. The options set forth in the table vest in four equal quarterly installments commencing on the Shareholder Approval Date, subject to the reporting person's continued employment on each vesting date.
3. Issued in connection with the reporting person's employment with the Company.
/s/ Christopher Downs, Attorney-in-fact 11/19/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity award was reported for CNS Pharmaceuticals (CNSP) on this Form 4?

The Form 4 reports that a director of CNS Pharmaceuticals, Inc. (CNSP) received an option to purchase 1,517 shares of common stock at an exercise price of $12.48 per share.

When do the new CNSP stock options vest?

The options vest in four equal quarterly installments beginning on the November 17, 2025 shareholder approval date, subject to the reporting person’s continued employment on each vesting date.

What are the key dates and term of the CNSP stock option grant?

The compensation committee approved the option on June 6, 2025, shareholders approved the stock option plan on November 17, 2025, the option is listed as exercisable on November 17, 2025, and it expires on November 17, 2035.

How is the reporting person’s ownership in CNS Pharmaceuticals classified?

The Form 4 indicates the reporting person is a director of CNS Pharmaceuticals, Inc. and that the reported derivative securities are held with direct (D) ownership.

Why were these CNSP options granted to the reporting person?

The explanation states the options were issued in connection with the reporting person’s employment with the company, under a stock option plan approved by shareholders.

Did CNS Pharmaceuticals’ shareholders approve the stock option plan for this grant?

Yes. The filing notes that shareholders of CNS Pharmaceuticals, Inc. approved the stock option plan at the company’s annual meeting on November 17, 2025, which is defined as the Shareholder Approval Date.

CNS Pharmaceuticals

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4.04M
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0.17%
7.44%
11.06%
Biotechnology
Pharmaceutical Preparations
Link
United States
HOUSTON