CNS Pharmaceuticals, Inc. (CNSP) Earnings Call Transcript
September 30, 2026
Earnings Call Speaker Segments
Greetings. Welcome to the Annual Meeting of Stockholders of CNS Pharmaceuticals, Inc. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to your host, Rami Levin, CEO and President of CNS Pharmaceuticals, Inc. Rami, please go ahead, sir.
Thank you very much, Michelle, and good afternoon, everybody. The annual meeting of stockholders of CNS Pharmaceutical, Inc. is hereby convened and called to order. I'm Rami Levin, CEO and President of CNS Pharmaceuticals, Inc., and I welcome all of you to the company's Annual Meeting of Stockholders. With me is Steve O'Loughlin, our Chief Financial Officer, who will act as the Secretary of the meeting; and Michael Frasch of InvestorComms serving as the Inspector of Election. This meeting has been called pursuant to due notice. Proxies were solicited on behalf of the Board of Directors of the company for this meeting. A company of -- a copy of the proxy statement dated August 21 of this year, 2026, and former proxy are available for inspection and will be attached to the minutes of the meeting. As of record date for the meeting, August 10, 2026, we had 1,461,449 shares of the company's common stock outstanding and entitled to vote. Each share of common stock is entitled to 1 vote per share. For there to be a quorum for the consideration of the matters to be voted upon at this meeting, shares representing 1/3 of the votes that may be cast by all outstanding share of common stock, as of the record date must be present in person or in proxy to hold the meeting. I would appreciate all stockholders who are participating in the online meeting and holders of proxies or stockholders who have not already done so at this time proceed to submit your votes pursuant to the online meeting website so that the inspector of election can make the tabulation of the number of stockholders present. Will the inspector of election kindly submit her report of the number of votes represented by share of common stock submitted via online meeting website or by proxy for the matters of contemplated to be considered at this meeting to the secretary, please.
Thank you, Rami. I have examined the proxies submitted and hereby state that there are present in person or by proxy, 665,157 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 is proof that proper notice was given for this meeting and the list of stockholders has been available for inspection, I present to the meeting a copy of the notice, proxy statement and the form of proxy dated August 21, 2026, all of which were made available to stockholders in connection with the annual meeting. I also present a certified list of holders of record of the common stock of the company arranged in alphabetical order, giving the name, address and number of shares held by each stockholder of record at the close of business on August 10, 2026, 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 of proxy will be filed with the minutes of this meeting. 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, Steve. So the first order of business on the agenda is the election of six persons as directors of the company. each of which shall hold office until the company's next annual shareholder -- stockholder meeting in 2027 or until their respective successor has been duly elected and qualified. The Board recommends the stockholders vote for the nomination of the person names in the proxy statement at this time, please proceed to submit your vote pursuant to the online meeting website. [Voting]
The second order of business on the 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, 2026. The Board recommends stockholders vote for approval of this appointment of this proposal. At this time, please proceed to submit your vote pursuant to 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 recommended to 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 approve amendments to the CNS Pharmaceutical Inc. 2020 equity plan to increase the number of shares of common stock authorized for issuance under the 2020 equity plan by 650,000 shares. The Board recommends the stockholders to vote for approval of this proposal. At this time, please proceed to submit your votes pursuant to the online meeting website. [Voting]
And the fifth and last order of business on our agenda is to authorize the adjournment of the annual meeting, if necessary, 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 matters to be voted upon at this meeting. If you have not voted, please do so. And if you want to change your vote, please do so now. [Voting]
The polls for voting on the matters before this annual meeting are hereby closed at this time. Has the inspector of election completed the tabulation of the voting?
Completed.
Thank you. We will now turn the results to the results of balloting. Will the Secretary please submit his report on the results of the balloting.
Thank you, Rami. Having conducted the election and vote at the Annual Meeting of Stockholders of CNS Pharmaceuticals, Inc. held on September 30, 2026. I hereby certify that the holders of common stock have elected the six nominees of the Board of Directors, persons were named in the company's proxy statement as directors of the company. The vote for the directors were as follows: Rami Levin, 99,751 shares voting for and 2,334 shares withheld. Jeffry Keyes, 97,841 shares voting for and 4,244 shares withheld. Faith Charles, 98,287 shares voting for and 3,798 shares withheld. Bettina Cockroft, 99,729 shares voting for and 2,356 shares withheld. Amy Mahery, 98,610 shares voting for and 3,475 shares withheld. Finally, Michal Fisher, 99,777 shares voting for and 2,308 shares withheld. Proposal 2 have approved the ratification of the appointment of MaloneBailey, LLP as the company's impendent registered public accounting firm for the fiscal year ending December 31, 2026. And with 634,302 shares voted for, 30,769 shares voting against and 86 shares abstained. Proposal 3 have adopted a nonbinding advisory resolution to approve executive compensation, 97,833 shares voting for, 3,971 shares voting against and 281 shares abstained. Four, 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 by 650,000 shares. 96,629 shares voting for, 5,421 shares owning against and 35 shares voting abstain. Finally, Proposal 5 have authorized the adjournment of the annual meeting, if necessary with 621,744 shares voting for 4,281 shares voting yen and 132 shares voting to abstain.
Thank you, Steve. So from the report of the inspector of election, it appears and I now declare that: Number one, Rami Levin, Jeffry Keyes, Faith Charles, Bettina Cockroft, Amy Mahery and Michal Fisher have been elected to serve as directors until the 2027 Annual Meeting shareholders. Number two, the appointment of MaloneBailey, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, has been ratified and approved. Number three, a nonbinding advisory resolution to approve executive compensation has been adopted. Number four, 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 by 650,000 shares has also been approved. And number five, the authorization to adjourn the annual meeting, if necessary. The inspector of election will execute and certify as the result of balloting and such certification will be filed with the minute book of the company along with the minute of the meeting. This completes the only shareholder scheduled meeting for this year. Items of business to be conducted at this meeting have been resolved. I declare that there is no further business to be brought before this meeting. I want to take this opportunity to thank our stockholders for their continued support and also thank everyone for coming to this meeting. Since we have finished our formal business to be conducted at this meeting, the meeting is now adjourned.
This concludes today's conference, and you may now disconnect at this time. Thank you for your participation. Everyone, have a great day.
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