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

Rhea-AI Filing Summary

Alzamend Neuro, Inc. reported that Nasdaq has notified the company its stockholders’ equity no longer meets the Nasdaq Capital Market minimum of $2.5 million. Based on its Form 10-Q, stockholders’ equity was about $2.2 million as of January 31, 2026.

The notice does not immediately affect trading, and the stock will continue on Nasdaq under the symbol ALZN. Alzamend has 45 days, until May 4, 2026, to submit a plan to regain compliance and could receive up to September 16, 2026 to demonstrate compliance if Nasdaq accepts the plan. The company is evaluating options but warns there is no assurance its plan will be accepted or that compliance will be restored.

If Alzamend cannot regain compliance or meet other Nasdaq requirements, its common stock could be delisted, though it would have the right to appeal to a Nasdaq Hearings Panel. The company also highlights ongoing risks, including continued losses, negative cash flow, need for additional funding, limited revenue from its core platform, and an evolving business model.

Insights

Equity markets and listing standards analyst

Nasdaq equity deficiency raises real delisting and funding risks.

Alzamend Neuro has fallen below the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2.5 million, reporting about $2.2 million as of January 31, 2026. This triggers a formal deficiency process but not an immediate trading halt.

The company has until May 4, 2026 to present a remediation plan and, if accepted, until September 16, 2026 to regain compliance. Management is “evaluating various courses of action,” which typically means balance-sheet changes such as capital raises or cost measures, though specific steps are not detailed.

Alzamend cautions there is no assurance its plan will be accepted or that it will meet equity or other Nasdaq standards. It also notes significant continuing losses, negative cash flow, need for additional funding, limited revenue from its core platform, and an evolving business model. Together, these factors suggest elevated going-forward execution and financing risk if capital markets access tightens or a delisting occurs.

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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):  March 20, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 20, 2026, Alzamend Neuro, Inc., a Delaware corporation (the “Company”) received a letter (the “Letter”) from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2026 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s stockholders’ equity be at least $2.5 million. As reported on its Form 10-Q, the Company’s stockholders’ equity as of January 31, 2026 was approximately $2.2 million. The Letter has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade on The Nasdaq Capital Market under the symbol “ALZN.”

In accordance with Nasdaq Listing Rules, the Company has been provided an initial period of 45 calendar days, or until May 4, 2026, to submit a plan to regain compliance. Subsequent to the receipt of the Letter, and prior to that deadline, the Company will submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1) to Nasdaq. If the Company’s compliance plan is accepted by Nasdaq, then Nasdaq may, in its discretion, grant the Company up to 180 calendar days from the date of the Letter, or until September 16, 2026, to evidence compliance.

The Company is currently evaluating various courses of action to regain compliance and plans to timely submit its plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5550(b)(1). There can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance. If the Company’s plan to regain compliance is not accepted, or if it is and the Company does not regain compliance within 180 days from the date of the Letter, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s common stock will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan or any delisting determination to a Nasdaq Hearings Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

Forward-Looking Statements

This current report contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the Company’s intent or ability to regain compliance with the minimum stockholders’ equity requirement or Voting Rights Deficiency and the Company’s ability to appeal any Staff Delisting Determination letter. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, there can be no assurance that the Company will meet the stockholders’ equity requirement or cure the Voting Rights Deficiency during any compliance period or otherwise in the future, otherwise meet Nasdaq compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, that the Company has and expects to continue to incur significant losses and negative cash flow, the Company’s need for additional funding, which may not be available, the absence of any significant revenue generated from the Company’s core business of the nascent Bitnile.com platform, the Company’s evolving business model, and the other important factors described under the caption “Risk Factors” in the Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2023 and its other filings with the SEC. Any forward-looking statement made by the Company in this current report is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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: March 20, 2026	/s/ Henry Nisser
	Henry Nisser Executive Vice President and General Counsel

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FAQ

What Nasdaq issue did Alzamend Neuro (ALZN) disclose in this 8-K?

Alzamend Neuro disclosed that Nasdaq notified the company its stockholders’ equity no longer meets the $2.5 million minimum for the Nasdaq Capital Market. Stockholders’ equity was about $2.2 million as of January 31, 2026, triggering a formal deficiency process.

Does the Nasdaq deficiency letter immediately affect trading in ALZN stock?

The Nasdaq letter has no immediate effect on trading. Alzamend Neuro’s common stock will continue to trade on the Nasdaq Capital Market under the symbol ALZN while the company pursues a compliance plan and any potential appeal processes outlined by Nasdaq rules.

How long does Alzamend Neuro have to regain Nasdaq equity compliance?

Alzamend Neuro has until May 4, 2026 to submit a compliance plan. If Nasdaq accepts the plan, the company may receive up to September 16, 2026 to demonstrate stockholders’ equity of at least $2.5 million and restore full compliance with Listing Rule 5550(b)(1).

What happens if Alzamend Neuro cannot regain compliance with Nasdaq rules?

If Alzamend Neuro’s plan is rejected, or it fails to regain compliance within any granted period or breaches other Nasdaq standards, its common stock could be delisted. The company could appeal to a Nasdaq Hearings Panel, which would temporarily stay suspension or delisting during the hearing process.

What financial risks does Alzamend Neuro highlight alongside the Nasdaq notice?

Alzamend notes it has incurred significant losses and negative cash flow, needs additional funding, and generates limited revenue from its core Bitnile.com platform. Combined with an evolving business model, these factors add uncertainty to its ability to satisfy Nasdaq’s equity requirement over time.

Is Alzamend Neuro confident it can restore Nasdaq compliance?

The company states it is evaluating options and plans to submit a compliance plan to Nasdaq. However, it explicitly cautions there is no assurance its plan will be accepted or that it will ultimately satisfy the minimum stockholders’ equity or other Nasdaq listing requirements.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB