Cns Pharmaceuticals Inc Stock

Welcome back, and thank you for joining us for our latest Virtual Investor What This Means segment. Today, we are featuring CNS Pharmaceuticals. My name is Jenene Thomas. I am CEO of JTC IR, and I will be the moderator. I am very pleased to be joined by Steve O’Loughlin. He is Chief Financial Officer of the company. Great to have you on, Steve.

Great to be here, Jenene. Thanks for having me.

Absolutely. So we're very excited to showcase CNS Pharmaceuticals today. And before we get started, I just want to remind our audience that CNS Pharmaceuticals is publicly listed on NASDAQ and trades under the ticker CNSP. And during today's discussion, the company will be making forward-looking statements, and I encourage everyone to view the company's latest SEC filings on their website at cnspharma.com for the latest information.

All right, Steve, we are going to dive right in. My first question is, many biotech companies struggle to raise capital after a strategic reset, so especially without a lead active asset already in the clinic. What do you think enabled CNS Pharmaceuticals to successfully complete an oversubscribed $22.5 million financing in this unique environment?

Yes, that's a great question. And I do think this is a unique environment in the biotech capital markets right now. One of the kind of biggest takeaways that I've had from my time in the industry is people make all the difference. And if you think about CNS Pharmaceuticals, this is a new team that has come together this year. So Rami Levin, our CEO, joined January 1. He undertook a strategic evaluation process and simultaneously recruited a new team to come together, which included myself, but also Chief Medical Officer, Chief Technology Officer and Chief Business Officer, all of which we started together in early March -- and then shortly thereafter, on March 11, we announced our new corporate strategy.

So I feel like CNS came together with a new team. We all brought really strong experiences, very relevant experiences and brought that energy and enthusiasm all coming together at the same time. And I think through that, we built a lot of momentum. And what we demonstrated starting with Rami joining was a focus on execution that I think investors really felt. I think they really appreciated it. So when we started to approach the market, we knew that this was a new team with a new strategy and that we were focused on getting a new asset in hand.

So we knew that this was not necessarily going to be a story that would resonate with all investors. So we really focused on a curated list of investors that we felt could participate in this, and we really looked at this as an opportunity for them to partner with us. So I think the people coming together, our rapid execution, our new corporate strategy and then focusing on investors that could partner with us now, all kind of came together with a lot of momentum and our energy, our enthusiasm, our commitment, I think, was palpable.

And I believe that's what allowed us to complete the oversubscribed financing in about 4 months since Rami joined at the beginning of the year and about 2 months since the rest of the team came together. So really excited to have that behind us and very much looking forward to continuing to execute.

Absolutely. And this is nothing short of impressive. So congratulations on that. And what a powerful step in the strategy. Steve, this financing appears to be more than just a balance sheet event. It seems like a validation of the company's acquisition-driven strategy that you just mentioned. So what feedback did you receive from institutional investors during this process that gave you confidence you were on the right path?

Yes. I think, again, we were introducing an entirely new team. We were introducing a strategic pivot. CNS Pharmaceuticals had historically been focused singularly on glioblastoma with 2 legacy assets, and we announced that we would be not prioritizing those going forward. We would be seeking to out-license those. I think what we did as part of our strategic kind of pivot and the reset was we used data-driven analysis to identify opportunities with high unmet needs that represented high-growth opportunities.

So neurology and oncology. And we put those out there as kind of our areas of focus. Again, our team has relevant experience in those therapeutic areas. And we believe that the challenges that the biotech market has faced over the last couple of years has created an ideal opportunity to find assets that are perhaps being misvalued or overlooked or have been deprioritized and need a team that can take them forward and execute their development, make sure that they're properly capitalized and create a cohesive and compelling public equity story.

And I think the investors recognize that, that opportunity does exist. I think we were able to convey a profile for an asset or assets that we would like to be able to acquire or in-license. So looking at something that has a plausible biological rationale, a near-term milestone event, large attractive commercial opportunities, and that through our diligence process, our team leveraging our experiences would be simultaneously creating the clinical development plan, the regulatory strategy so that we could execute on the assets development right away as soon as we have it in hand.

And again, that kind of speaks to how this team has come together and how we would like to execute. We really want to be execution-focused, data-driven in what we do and really committed to bringing medicines or drug candidates to patients who need them critically.

Well, it sounds like you've just created a clean slate and almost are starting from scratch with like the biotech value creation playbook. This transaction also appears to significantly strengthen CNS Pharmaceuticals ability to pursue transformational opportunities. So how should shareholders think about the strategic value created by this raise?

Yes, absolutely. If I think about the company just prior to the raise, so at a very low market cap at the time, single-digit millions, similar cash position. This capital raise, this financing, as you mentioned, it's not just the balance sheet strengthening event. This is truly enabling. With the $22.5 million in capital, we are very confident that will give us the ability to in-license or acquire a very compelling asset or assets.

And then additionally, beyond that, give us the opportunity to advance that asset to a near-term clinical milestone, whether that be delivering clinical data or generating some kind of data that uncovers or retires any risk that there might be associated with the asset and essentially reset the valuation. So we think that's really what the opportunity here is. It's an ability to get behind an experienced leadership team who now has the capital to get an asset and bring it forward. And then beyond that, shape its future development in a very meaningful way.

There's been a number of notable examples of late of companies that have successfully pivoted by in-licensing a new asset, and they can -- in those opportunities, you see companies completely reset their valuation, completely change perception amongst investors and the Street more broadly. And given where we started in our valuation, we think that this really has the potential for venture-like returns, but in the public equity space. And we think that, that is compelling to the investors who participated, but will continue to be compelling to investors as we go forward.

Excellent. So Steve, of note, this financing was oversubscribed as we had talked about, and it included participation from widely recognized fundamental health care-focused institutional investors. So how important is institutional support as CNS Pharmaceuticals execute this next phase of growth? And as we got on this discussion before we kind of hit the go button, you had some interesting and compelling news to share about this raise. So I'd love for you to share that with your audience.

Yes, absolutely. So this financing, like all or most financings evolved as we were executing the deal. And we had originally gone out with a target in mind that we felt would be sufficient to allow us to get an asset in hand. But as we start interacting with investors, the interest started to expand, and we ended up bringing in the $22.5 million, and it was very oversubscribed. We were looking at some of the recent capital markets data recently.

And one of the things that we saw was year-to-date, our PIPE financing was the highest performing PIPE transaction that's been done year-to-date. So that's something that the team obviously took note of. It's something that we're proud of. But again, I think it speaks to the opportunity, which there's a very strong team that came together with a very clear vision, a commitment to executing and to creating value. And we checked the box by bringing in some really strong investors who we view as partners to us going forward, very notable, well-known investors, including some of the top-performing funds in the biotech sector.

One thing I will also add is during the financing process, there were several investors who we spoke to who just said, look, right now, our funds can't invest, whether it be market cap or liquidity or the fact that we did not yet have an asset in hand. But a lot of funds say, look, we want to stay close. We want to be updated. We will keep you in mind with any assets that we come across that we think might be interesting. Similarly, please feel free to share any thoughts you might have or talked about therapeutic areas as you're starting to triage and diligence assets.

So we feel like in the short amount of time, our team has built some very valuable relationships. And yes, going forward, institutional investor interest and support is going to be critical. As we get the asset in hand, take it forward, get it to a milestone or inflection point, we are going to be looking to continuing to advance that, potentially continuing to expand opportunities for that asset or bringing in other additional assets.

So we will continue to engage with the institutional investor community, building out our shareholder base as we grow the company. And our commitment will be on execution, creating value for shareholders and creating value for patients by developing innovative and highly differentiated medicines.

And Steve, this is proven execution, proven momentum building, and this is just the beginning. So very exciting. All right. You know this is a What This Means segment. So I'm going to end with this last question. So stepping back a little bit, when investors look at the successful financing, the insider buying, which I want you to comment on and the strategic pivot underway, what do you ultimately want them to understand about where CNS Pharmaceuticals is headed and what this moment means for the company's future?

Yes. Like you said, I think this is just the beginning, right? This team came together only a few months ago with a lot of energy and enthusiasm and a clear goal in mind and something that we say internally is we are going to win. So this financing is -- it's an important milestone. It's an important achievement, but our work is just getting started and our energy and enthusiasm has only grown as a result of that. But what this capital does do is it enables us.

It enables us to identify and acquire the asset that we believe will meet all of our metrics and the profile for which we're seeking. It will allow us to start to advance that asset and really commence the strategic pivot and then ultimately, when we complete a transformational financing to further advance that asset, at that point, I think we will feel that the strategic pivot has been completed. So there's a very motivated and committed team here. And yes, as you noted, the Chair of our Board recently made some stock purchases in the open market, which I think shows her commitment and enthusiasm for the opportunity.

And yes, we're all just very excited and think that we have all come together at the right time with the right experiences, with the right skill sets, and we have the team and now the resources to execute.

Well, this is certainly an exciting time for CNS Pharmaceuticals. And with the momentum that you are building, your scorecard, you're checking so many boxes. And as you said, it's just the beginning. So we definitely want to have you back. I want to follow your progress. I know it's going to be an exciting time for investors to follow. With that, this concludes our Virtual Investor What This Means segment, featuring CNS Pharmaceuticals.

I'd like to extend a huge thank you to Steve O’Loughlin for joining us today. I'd also like to thank our audience for your time and attention. As a reminder, CNS Pharmaceuticals trades on NASDAQ under the ticker CNSP. And if you like what you saw today, I encourage you to visit cnspharma.com for more information on the company and to sign up to follow the company.

To receive their alert as well as follow their social channels to stay current on the latest information and you can also visit virtualinvestorco.com for a replay of today's event as well as our latest segments and events calendar. Steve, it's such a pleasure having you on. Can't wait to have you back to follow your progress, and I want to wish everyone a great rest of your day.

Welcome, everyone. The Annual Meeting of the Stockholders of CNS Pharmaceuticals, Inc. is hereby convened and called to order. I'm John Climaco, CEO and President of CNS Pharmaceuticals, Inc., and I welcome all of you to the company's Annual Meeting of Stockholders. Christopher Downs, the Chief Financial Officer of the company by active Secretary of the meeting and Inspector of the election.

This meeting has been called pursuant to do notice. Proxies were solicited on behalf of the Board of Directors of the company for this meeting. A copy of the proxy statement dated October 24, 2025, and formal proxy are available for inspection and will be attached to the minutes of this meeting. As of the record date for the meeting, October 10, 2025, we had 574,580 shares of the company's common stock outstanding and entitled to vote of the one book per share. For there to be a quorum for the consideration of matters to be voted upon at this meeting, shares representing 1/3 of the bots that may be cast by all outstanding shares of common stock as a director, that must be present in person or by proxy to hold the meeting.

I would appreciate all stockholders who are present in person and the holders of proxies for stockholders who have not already done so at this time to sign the register and present their proxies to the inspector of election so that he may make a tabulation of the number of stockholders present Will the inspector of election kindly submit his report of the number of votes represented by the shares of common stock present in person or by proxy for the matters contemplated to be considered at this meeting.

Mr. Chairman, I have examined the proxies submitted and hereby state that they are present in person or by proxy 204,107 shares of common stock, which represents at least 1/3 of the votes that may be cast by holders of the common stock. In my capacity as secretary of the company and as proof that proper notice was given for this meeting, a list of stockholders has been available for inspection.

I present to the meeting a copy of the notice, proxy statement and form proxy dated October 24, 2025, and all of which were sent to stockholders in connection with the annual meeting. I also presented a certified list of the holders of record of the common stock to the company arrange in alphabetical order, giving the name, address and number of shares held by each stockholder of record at the close of business on October 10, 2025, and which is the date fixed by the Board of Directors for determining the stockholders of the company entitled to notice of and to vote at the annual meeting.

The notice, proxy statement and form proxy will be filed with the minutes of this meeting. In view of the foregoing, I declare -- in view of the foregoing, I declare that a quorum is present for the matters contemplated to be considered at this annual meeting of stockholders, and that this meeting is duly qualified to transact business.

Thank you. The first order of business on our agenda is the election of 6 persons as directors of the company, each of which shall hold office until the company's 2026 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. The Board recommends the stockholders vote for the nomination of the persons named in the proxy statement. At this time, please proceed to submit your votes pursuant to the online meeting website. The second order of business on our agenda is to ratify the appointment of MaloneBailey LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board recommends the stockholders vote for the approval of this proposal.

At this time, please proceed to submit your votes pursuant to the online meeting website.

[Voting]

The third order of business on our agenda is to adopt a nonbinding advisory resolution to approve executive compensation. The Board recommends the stockholders vote for approval of this proposal. At this time, please proceed to submit your votes pursuant to the online meeting website.

[Voting]

The fourth order of business on our agenda is to adopt a nonbinding advisory proposal on the frequency of holding future votes regarding executive compensation. The Board recommends the stockholders vote for 1 year on this proposal. At this time, please proceed to submit your votes pursuant in the online meeting website.

[Voting]

The fifth order of business on our agenda is to approve 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 million shares to 300 million shares, and the total number of authorized shares of preferred stock from 416,667 shares to 5 million shares. The Board recommends stockholders vote for approval of this proposal. At this time, please proceed to submit your votes pursuant to the online meeting website.

[Voting]

The sixth order of business on our agenda is to approve an amendment to the CNS Pharmaceuticals, Inc. 2020 equity plan to increase the number of shares of common stock authorized for issuance under the 2020 equity plan. The Board recommends stockholders vote for approval of this proposal. At this time, please proceed to submit your votes pursuant to the online meeting website.

[Voting]

The seventh order of business on our agenda is to authorize the adjournment of the annual meeting, if necessary, to submit to solicit additional proxies if there are not sufficient votes at the time of the annual meeting or adjournment or postpone that they're out to approve any of the above proposals. The Board recommends the stockholders vote for approval of this proposal. At this time, please proceed to submit your votes pursuant to the online meeting website.

[Voting]

Thank you. A vote will now be taken by ballot on the matters to be voted upon at this meeting. If you have not voted, please do so now. And if you want to change your vote, please do so now. The polls for voting on all matters before the annual meeting are hereby closed at this time. Has the inspector of election compile file the tabulation of voting?

I have.

We will now turn to the results of the balloting. Will the inspector of election please submit his report on the results of the balloting?

Having conducted the election and vote at the Annual Meeting of Stockholders of CNS Pharmaceuticals, Inc. held on November 17, 2025, I hereby certify that the holders of the common stock one, have elected the 6 nominees of the Board of Directors, which persons were named in the company's proxy statement as directors of the company. The votes for the directors were as follows: John Climaco, 33,328 shares voting for, 10,793 shares withheld; Jerzy George Gumulka, 31,329 shares voting for, 12,729 shares withheld; Jeffrey R. Keyes, 3,656 shares voting for 3,465 shares withheld; Faith Charles 33,207 shares voting for 10,914 shares withheld; Bettina Cockroft, 3,329 shares voting for 12,729 shares voting withheld; Amy Mahery, 33,339 shares voting for 10,792 shares withheld.

Number two, have approved the ratification of the appointment of MaloneBailey LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. 1,374 shares voting for, 1,157 shares of voting against and 52,574 shares voting abstain.

Number three, have adopted a nonbinding advisory resolution to approve executive compensation. 2,624 shares voting for, 2,822 shares voting against and 8,675 shares voting abstained. Number four, have approved a nonbinding advisory proposal on the frequency of holding future votes regarding executive compensation with 1 year being the 1 year being the vote recommended by the Board of Directors. 3,186 shares voting 1 year, 146 shares voting 2 years, 744 shares voting 3 years and 10,047 shares voting abstain. Five, have 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 million shares to 300 million shares, and the total number of authorized shares of preferred stock from 416,667 shares to 5 million shares. 26,763 shares voting for 8,851 shares voting against and 8,509 shares voting abstain.

Number six, have approved the amendments to the company's 2020 equity plan to increase the number of shares of common stock authorized for issuance under the 2020 equity plan, 27,030 shares voting for 8,563 shares voting against and 8,530 shares voting abstain. Number seven, have 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 a postponement thereof to approve any of the above proposals, 136,234 shares voting for, 21,400 shares 1,416 shares loading against and 46,457 shares voting abstain.

From the report of the inspector of election, it appears and I now declare that: one, John Climaco, Jerzy George Gumulka, Jeffrey R. Keyes, Faith Charles, Bettina Cockroft and Amy Mahery have been elected to serve as directors until the 2026 Annual Meeting of Stockholders.

Two, appointment of MaloneBailey LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2025, has been ratified and approved. Three, a nonbinding advisory resolution to approve executive compensation has been adopted. Four a nonbinding advisory proposal on the frequency of holding future votes regarding executive compensation has been adopted with 1 year being the choice received the most votes. Five, an amendment to the company's amended articles amended and restated articles of incorporation to increase the number of authorized shares of common stock from 25 million shares to 300 million shares, and the total number of authorized shares of preferred stock from 416,667 shares to 5 million shares has been approved.

Six, the amendment of the company's 2020 equity plan to increase the number of shares of common stock authorized for issuance under the 2020 equity plan has been approved. The authorization to adjourn the annual meeting, if necessary, to call 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 has been approved.

Inspector of Election will execute a certificate as to the results of Valid, and such certificate will be filed in the Minute Book of the company along with the minutes of this meeting. This completes the only scheduled items of business to be conducted at this meeting. I declare that there is no further business to be brought before this meeting. I want to take the opportunity to thank the stockholders for their continued support and also to thank everyone for coming to the meeting.

Since we have finished the formal business to be conducted at the meeting, the meeting is now adjourned. Thank you.