[8-K] Alzamend Neuro, Inc. Reports Material Event

Rhea-AI Filing Summary

Taoping Inc. (TAOP) filed a Form 6-K announcing that on 8 July 2025 its board granted a total of 266,666 ordinary shares as restricted-stock compensation under the 2024 Equity Incentive Plan (registered on Form S-8 No. 333-283697). The awards vested immediately, meaning the entire cost will be recognized in the current period and the shares are now free-trading, modestly increasing the company’s outstanding share count.

Key allocations: CEO & Chairman Jianghuai Lin received 133,332 shares; President Zhiqiang Zhao, COO Zhixiong Huang and CFO Iris Yan each received 36,000; other executives and non-executive directors received between 1,012 and 13,630 shares. No financial performance metrics, cash impact, or other corporate developments were disclosed in this filing.

Positive

• None.

Negative

• Immediate vesting of 266,666 shares causes instant dilution and offers limited performance or retention alignment for executives.

Insights

Financial Analyst

TL;DR: Minor dilution from 266k share grant; no earnings data, overall neutral impact.

The grant represents a small percentage of Taoping’s likely outstanding shares, so economic dilution should be modest. Because all shares vest immediately, GAAP compensation expense will hit the current quarter, slightly depressing near-term earnings. Absent revenue, profit or cash-flow data, the filing has limited valuation impact and is best viewed as routine equity compensation disclosure.

Corporate Governance Expert

TL;DR: Immediate vesting weakens performance alignment; governance impact modest.

While equity awards are common, best practices favour multi-year vesting to align management with shareholder value creation. Immediate vesting eliminates retention hooks and performance linkage. However, the absolute share count is small and the plan was previously shareholder-approved, so governance risk is contained.

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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 9, 2025

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 5.03 Amendments to Articles of Incorporation; Change in Fiscal Year.

On July 9, 2025, Alzamend Neuro, Inc., a Delaware corporation (the “Company”), filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware with respect to the Company’s Series A convertible preferred stock (the “Series A Preferred Stock”), which, effective upon filing, eliminated from the Company’s Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series A Preferred Stock. A copy of the Certificate of Elimination for the Series A Preferred Stock is attached as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements And Exhibits

(d) Exhibits:

Exhibit No.		Description
3.1		Certificate of Elimination of the Series A convertible preferred stock, filed with the Delaware Secretary of State on July 9, 2025.
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).

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 9, 2025	/s/ Henry Nisser
	Henry Nisser
	Executive Vice President and General Counsel

FAQ

How many restricted shares did Taoping (TAOP) grant in July 2025?

The board granted 266,666 ordinary shares on 8 July 2025.

Which Taoping executive received the largest stock award?

CEO & Chairman Jianghuai Lin received 133,332 shares.

Do the granted shares under TAOP's 2024 Equity Incentive Plan have a vesting schedule?

No. All shares vested immediately on the grant date.

Under which filing was Taoping's equity grant disclosed?

It was disclosed in a Form 6-K filed with the SEC.

Will the grant affect Taoping’s share count?

Yes. The issuance increases the outstanding shares by 266,666, creating modest dilution.