8-K - CNS Pharmaceuticals, Inc. | StockGist

AI Analysis

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CNS Pharmaceuticals, Inc. entered into an employment agreement with Steve O’Loughlin to serve as Chief Financial Officer effective March 2, 2026, and with Christopher Downs to resign as CFO and serve as Senior Vice President – Finance effective the same date. These changes involve new compensation arrangements including base salaries, bonuses, equity grants, and severance terms.

Key Takeaways

1Steve O’Loughlin appointed CFO effective March 2, 2026, with $450,000 base salary and 40% target bonus

2O’Loughlin initial grant of 9,500 RSUs vesting 25% at 6 months, 25% at 12 months, 50% quarterly thereafter

3Christopher Downs resigning as CFO to SVP – Finance effective March 2, 2026, with $350,000 base salary and 30% target bonus

4O’Loughlin severance: 6 months base salary plus target bonus, prorated bonus, full equity vesting acceleration

5Downs severance: 6 months base salary

6No family relationships or Item 404 transactions with O’Loughlin

Current Report Details

Event Type

Management Change

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

5.02

. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On February

Management Change

$450.0K

9.01

. Financial Statements and Exhibits (d) Exhibits. No. Description 10.1 Employment Agreement between Steve O’Loughlin and CNS Pharmaceuticals, Inc. dated Februar

Exhibits Only

Executive & Director Changes

Steve O’Loughlin

Chief Financial Officer

Appointment

Effective: 2026-03-02

Christopher Downs

Chief Financial Officer to Senior Vice President – Finance

Resignation and Transition

Effective: 2026-03-02

Exhibits (3)

10.1

EMPLOYMENT AGREEMENT BETWEEN STEVE O LOUGHLIN AND CNS PHARMACEUTICALS

10.2

EMPLOYMENT AGREEMENT BETWEEN CHRISTOPHER DOWNS AND CNS PHARMACEUTICALS, INC.

8-K

FORM 8-K