ALZN files Certificates of Elimination for Series B and C preferred

Rhea-AI Filing Summary

Alzamend Neuro filed Certificates of Elimination with the Delaware Secretary of State for its Series B and Series C convertible preferred stock. The filings, effective upon submission on October 14, 2025, remove from the company’s amended Certificate of Incorporation the matters set forth in the Certificates of Designations for these preferred series.

Copies of the Certificates of Elimination are included as Exhibits 3.1 (Series B) and 3.2 (Series C).

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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 →

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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

(d) 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).

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: October 14, 2025	/s/ Henry Nisser
	Henry Nisser
	Executive Vice President and General Counsel

FAQ

What did ALZN disclose in this 8-K?

The company filed Certificates of Elimination to remove its Series B and Series C convertible preferred stock provisions from its charter, effective upon filing.

Which preferred stock series are affected for ALZN?

The Series B convertible preferred stock and Series C convertible preferred stock.

When did the change take effect for ALZN?

It became effective upon filing on October 14, 2025.

Where were the Certificates of Elimination filed for ALZN?

With the Delaware Secretary of State.

Which exhibits contain the Certificates of Elimination for ALZN?

Exhibit 3.1 (Series B) and Exhibit 3.2 (Series C).