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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): October 14, 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 October 14, 2025, Alzamend
Neuro, Inc., a Delaware corporation (the “Company”), filed Certificates of Elimination (collectively, the “Certificates
of Elimination”) with the Secretary of State of the State of Delaware with respect to the Company’s Series B convertible
preferred stock and Series C convertible preferred stock (collectively, the “Preferred Stock”), which, effective upon
filing, eliminated from the Company’s Certificate of Incorporation, as amended, all matters set forth in the Certificates of Designations
for the Preferred Stock. Copies of the Certificates of Elimination for the Preferred Stock are attached as Exhibits 3.1
and 3.2 to this report and are incorporated herein by reference.
| Item 9.01 | Financial Statements And Exhibits |
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Elimination of the Series B convertible preferred stock, filed with the Delaware Secretary of State on October 14, 2025. |
| |
|
|
| 3.2 |
|
Certificate of Elimination of the Series C convertible preferred stock, filed with the Delaware Secretary of State on October 14, 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: October 14, 2025 |
/s/ Henry Nisser |
|
| |
Henry Nisser |
| |
Executive Vice President and General Counsel |
