CNS Pharmaceuticals (CNSP) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 26, 2024, to vote on granting the Board authority to effect a reverse stock split at a ratio between 1-for-2 and 1-for-50 within one year.

• The reverse stock split aims to increase the per-share trading price to maintain NASDAQ listing compliance after the stock price fell below $1.00.

• Previous reverse split in June 2024 temporarily raised the stock price, but it fell below $1.00 again by July 2024.

• The reverse split will not change the number of authorized shares or par value, only the number of outstanding shares.

• No fractional shares will be issued; instead, cash will be paid in lieu of fractional shares based on the closing price at the effective time.

Voting matters and shareholder proposals

• Proposal 1 seeks shareholder approval to authorize the Board to implement a reverse stock split at a ratio of 1-for-2 to 1-for-50.

• Approval requires more votes cast in favor than against; abstentions and broker non-votes have no effect.

• The Board recommends voting “FOR” the proposal.

Board of directors and corporate governance

• The Board will have sole discretion to determine the timing and ratio of the reverse split within one year of the meeting.

• The Board will consider market conditions, trading price, and other relevant factors in determining the ratio.