Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 30, 2022, the Board of Directors of CNS Pharmaceuticals, Inc. (the
"Company") appointed Faith Charles as an independent member of the Company's
Board of Directors and as Chairperson of the Board of Directors, effective on
such date. Ms. Charles has not been appointed to any Board committees at this
time. Ms. Charles will participate in the Company's standard compensation
program for non-employee directors, which was filed as Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended June 30, 2022 and is incorporated
herein by reference. In addition, Ms. Charles will receive an annual retainer
for her service as Chairperson of $30,000 and, on the date of her appointment,
was granted a ten-year option to purchase 3,500 shares of Company common stock
at an exercise price of $2.40 vesting in 36 equal monthly installments
succeeding the issuance date, or December 30, 2022, subject to continued service
on the Company's Board of Directors on each vesting date.
Item 7.01 Regulation FD Disclosure.
On January 3, 2022, the Company issued a press release announcing the
appointment of Ms. Charles to the Board. A copy of the press release is attached
as Exhibit 99.1 to this report and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed to be "filed"
for the purpose of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), nor shall it be deemed incorporated by reference in any filing under the
Exchange Act or the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 3, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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CNS PHARMACEUTICALS, INC. 
