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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

____________________________________________________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

 

Date of Report (Date of earliest event reported):  July 8, 2024

 

ALZAMEND NEURO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40483   81-1822909
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (I.R.S. Employer Identification No.)

 

3480 Peachtree Road NE, Second Floor, Suite 103, Atlanta, GA 30326

(Address of principal executive offices) (Zip Code)

 

(844) 722-6333

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

   Name of each exchange on which registered
Common Stock, $0.0001 par value   ALZN   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

  
 

 

  Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On July 8, 2024, Alzamend Neuro, Inc., a Delaware corporation (the “Company”) held a Special Meeting of Stockholders (the “Meeting”). As of May 29, 2024, the record date for the Special Meeting, the voting power of the Company consisted of (i) 7,376,011 shares of common stock, par value $0.0001 per share (the “Common Stock”) issued and outstanding, (ii) 78.8236 shares of Series A convertible preferred stock (the “Series A Preferred Stock”), which as of the record date were entitled to cast votes equal to 1,375,310 shares of Common Stock and (iii) 2,100 shares of the Series B Convertible Preferred Stock, which as of the record date were convertible into 2,100,000 shares of Common Stock, which together constitute all of the outstanding voting capital stock of the Company.

 

At the Meeting, the stockholders voted on one proposal, which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 31, 2024, as supplemented on June 11, 2024. At the Meeting, stockholders approved the proposal presented for a vote. The table below sets forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for the matter voted upon by the Company’s stockholders.

 

Proposal One: Approval of, pursuant to Rule 5635 of the Nasdaq Stock Market, the conversion of the Company’s shares of Series A Preferred Stock into shares of Common Stock, and warrants to purchase shares of Common Stock, for a total purchase price of up to $25,000,000.00, issued pursuant to the Securities Purchase Agreement dated May 8, 2024 and the Certificate of Designations of the Rights and Preferences of Series A Preferred Stock.

 

For   Against   Abstain   Broker Non-Votes  
5,356,845   79,371   3,043   0  

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits:

 

Exhibit No.    Description
     
101   Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

 

 -2- 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  ALZAMEND NEURO, INC.
     
     
Dated: July 8, 2024 /s/ David J. Katzoff    
 

David J. Katzoff

Chief Financial Officer

 

 

-3-

 

 

 

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Jul. 08, 2024
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Entity File Number 001-40483
Entity Registrant Name ALZAMEND NEURO, INC.
Entity Central Index Key 0001677077
Entity Tax Identification Number 81-1822909
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3480 Peachtree Road NE
Entity Address, Address Line Two Second Floor
Entity Address, Address Line Three Suite 103
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
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Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol ALZN
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Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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