Alzamend Neuro (ALZN) launches $3.0M at-the-market common stock offering

Q: How much stock can Alzamend Neuro (ALZN) sell under the new ATM program?

Alzamend Neuro can offer and sell up to $3.0 million of common stock under the at-the-market program. This amount is covered by a new prospectus supplement tied to the company’s effective Form S-3 shelf registration statement previously declared effective by the SEC.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Alzamend Neuro, Inc. entered into an at-the-market sales agreement with Ascendiant Capital Markets to offer up to $3.0 million of its common stock. The shares will be issued from time to time under the company’s existing Form S-3 shelf registration.

Sales will be made through Ascendiant acting as sales agent, using commercially reasonable efforts and within parameters such as share amounts, timing, daily limits, and minimum prices that Alzamend sets. Either party can suspend offers or terminate the agreement by written notice. A legal opinion on the validity of the shares and the full agreement are filed as exhibits.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/06/2026 - 04:30 PM

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): March 6, 2026

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 1.01

Entry into a Material Definitive Agreement.

On March 6, 2026, Alzamend Neuro, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”) to sell shares of its common stock, par value $0.0001 (the “Common Stock”), having an aggregate offering price of up to $3.0 million (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). On March 6, 2026, the Company filed a prospectus supplement with the Securities and Exchange Commission (the “Commission”) relating to the offer and sale of up to $3.0 million in shares of common stock in the ATM Offering.

The offer and sale of the Shares will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-273610) filed with the SEC on August 2, 2023 and declared effective by the Commission on August 10, 2023.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company’s instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the Nasdaq Stock Market. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering,” as defined in Rule 415 of the Securities Act. The Company or the Agent may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and the Agent each have the right, in its sole discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the Sales Agreement.

The foregoing description of the terms of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Sales Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

The legal opinion of Olshan Frome Wolosky LLP, counsel to the Company, relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
5.1		Opinion of Olshan Frome Wolosky LLP.

10.1		At-The-Market Issuance Sales Agreement, dated March 6, 2026, with Ascendiant Capital Markets, LLC.

23.1		Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1).

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: March 6, 2026	/s/ Henry Nisser
	Henry Nisser Executive Vice President and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Alzamend Neuro (ALZN) announce in this 8-K filing?

Alzamend Neuro announced an at-the-market sales agreement with Ascendiant Capital Markets. The arrangement allows the company to sell common stock over time under an existing shelf registration, using a prospectus supplement filed for this specific at-the-market program.

How much stock can Alzamend Neuro (ALZN) sell under the new ATM program?

Alzamend Neuro can offer and sell up to $3.0 million of common stock under the at-the-market program. This amount is covered by a new prospectus supplement tied to the company’s effective Form S-3 shelf registration statement previously declared effective by the SEC.

Which firm is acting as sales agent for Alzamend Neuro’s (ALZN) ATM offering?

Ascendiant Capital Markets, LLC is serving as sales agent for Alzamend Neuro’s at-the-market offering. Ascendiant will use commercially reasonable efforts to sell shares, following Alzamend’s instructions on timing, size of sales, price limits, and other trading parameters set by the company.

Under what registration is Alzamend Neuro (ALZN) conducting this ATM offering?

The at-the-market offering is conducted under Alzamend Neuro’s effective Form S-3 shelf registration statement No. 333-273610. A related prospectus supplement, filed on March 6, 2026, specifically covers the sale of up to $3.0 million of common stock.

Can Alzamend Neuro (ALZN) or Ascendiant terminate or suspend the ATM sales?

Yes. Either Alzamend Neuro or Ascendiant can suspend offers and sales of shares by written notice. Each party also has the right, in its sole discretion, to terminate the at-the-market sales agreement at any time, following the conditions set in the agreement.

What legal opinions or exhibits accompany Alzamend Neuro’s (ALZN) ATM agreement?

The filing includes a legal opinion from Olshan Frome Wolosky LLP on the validity of the shares, the full At-The-Market Issuance Sales Agreement with Ascendiant, a related consent, and Inline XBRL cover page data exhibits supporting the disclosure structure and formatting.

Filing Exhibits & Attachments

5 documents