Alzamend Neuro converts Series B preferred shares

Alzamend Neuro, Inc. reported that between October 1 and October 8, 2025 it issued 361,743 shares of common stock upon conversion of approximately 839.2 shares of its Series B Convertible Preferred Stock.

Rhea-AI Filing Summary

Alzamend Neuro, Inc. reported that between October 1 and October 8, 2025 it issued 361,743 shares of common stock upon conversion of approximately 839.2 shares of its Series B Convertible Preferred Stock. These issuances were made in reliance on a private offering exemption under Section 4(a)(2) of the Securities Act, meaning the new common shares were not registered with the SEC at the time of issuance.

Following these conversions, Alzamend Neuro had 3,801,604 shares of common stock outstanding as of October 8, 2025. The filing also notes standard Inline XBRL exhibit information related to the cover page data.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Alzamend Neuro (ALZN) disclose in this filing?

Alzamend Neuro disclosed that it issued 361,743 shares of common stock between October 1 and October 8, 2025 upon conversion of its Series B Convertible Preferred Stock.

How many Series B preferred shares were converted by Alzamend Neuro?

The company reported conversions of an aggregate of approximately 839.2 shares of Series B Convertible Preferred Stock into common stock.

How many Alzamend Neuro common shares are now outstanding?

As of October 8, 2025, Alzamend Neuro had 3,801,604 shares of common stock outstanding.

Under what exemption were the new Alzamend Neuro shares issued?

The 361,743 common shares were issued in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act.

Does this Alzamend Neuro filing involve a new public offering?

No. The company describes the common shares as issued upon conversion of preferred stock under a registration exemption, rather than as part of a new registered public offering.

What stock exchange lists Alzamend Neuro common stock?

Alzamend Neuro’s common stock, par value $0.0001 per share, trades on The Nasdaq Capital Market under the symbol ALZN.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/09/2025 - 04:30 PM Learn about SEC filing dates

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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 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 3.02 Unregistered Sales of Equity Securities.

Between October 1, 2025 and October 8, 2025, Alzamend Neuro, Inc. (the “Company”) issued an aggregate of 361,743 shares of common stock, par value $0.0001 per share (“Common Stock”) upon conversion of an aggregate of approximately 839.2 shares of Series B Convertible Preferred Stock. The shares of Common Stock were issued in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act.

As of October 8, 2025, the Company had 3,801,604 shares of Common Stock outstanding.

Item 9.01 Financial 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).

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

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