Shareholders of Alzamend Neuro (ALZN) approve board slate, plans and reverse split

Rhea-AI Filing Summary

Alzamend Neuro, Inc. reported the results of its annual stockholder meeting. Stockholders, representing 3,804,741 shares of common stock as of the record date, elected seven directors to serve until the next annual meeting and ratified Haskell & White LLP as the independent auditor for the year ending April 30, 2026.

They also approved, on a non-binding advisory basis, executive compensation and the Company’s 2025 Stock Incentive Plan, as well as equity issuances to directors and executive officers for Nasdaq Listing Rule 5635(c) compliance. Stockholders authorized an amendment to the Certificate of Incorporation to permit a reverse stock split at a ratio between one-for-two and one-for-ten, to be implemented at the board’s discretion any time before April 16, 2027, and approved potential adjournments of the meeting to solicit additional proxies if needed.

Insights

Corporate governance analyst

Shareholders backed all proposals, including flexible reverse split authority.

Alzamend Neuro obtained stockholder approval for all seven annual meeting proposals, covering board elections, auditor ratification, pay advisory, a new 2025 Stock Incentive Plan and equity issuances to insiders under Nasdaq Listing Rule 5635(c). This consolidates governance support for current leadership and compensation structures.

The reverse stock split authorization, with a board-selected ratio between one-for-two and one-for-ten before April 16, 2027, provides a tool to manage share price and capital structure if needed. Actual effects will depend on whether and how the board chooses to implement the split.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares entitled to vote: 3,804,741 shares Auditor ratification votes for: 1,454,276 votes Reverse stock split approval - for: 1,150,722 votes +4 more

7 metrics

Shares entitled to vote 3,804,741 shares Outstanding and entitled to vote as of February 25, 2026

Auditor ratification votes for 1,454,276 votes Haskell & White LLP for fiscal year ending April 30, 2026

Reverse stock split approval - for 1,150,722 votes Amendment permitting 1-for-2 to 1-for-10 reverse split

Reverse stock split approval - against 445,185 votes Amendment to Certificate of Incorporation

Say-on-pay for votes 276,241 votes Advisory approval of executive compensation

2025 Stock Incentive Plan for votes 265,482 votes Approval of new stock incentive plan

Adjournment proposal for votes 1,256,552 votes Approval of potential meeting adjournments

Key Terms

reverse stock split, non-binding advisory basis, Listing Rule 5635(c), broker non-votes, +1 more

5 terms

reverse stock split financial

"Approval, of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

non-binding advisory basis financial

"Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Listing Rule 5635(c) regulatory

"for purposes of complying with Listing Rule 5635(c) of The Nasdaq Stock Market, LLC, equity issuances"

broker non-votes financial

"The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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): April 17, 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 5.07 Submission of Matters to a Vote of Security Holders.

On April 17, 2026, Alzamend Neuro, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of the close of business on February 25, 2026, the record date for the Annual Meeting, the Company had outstanding and entitled to vote 3,804,741 shares of common stock, par value $0.0001 per share (the “Common Stock”), which constitutes all of the outstanding voting capital stock of the Company.

At the Annual Meeting, the stockholders voted on seven proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 26, 2026 (the “Proxy Statement”). At the Annual Meeting, stockholders appointed seven (7) directors and approved proposals 2-7, each of which were presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.

Proposal One: The election of seven director nominees named by the Company to hold office until the next annual meeting of stockholders.

		For		Against		Abstain		Broker Non-Votes
William B. Horne		339,201		62,815		11,556		1,185,412
Milton C. Ault, III		335,199		60,509		17,864		1,185,412
Stephan Jackman		342,613		59,403		11,556		1,185,412
Henry C. Nisser		342,586		58,800		12,186		1,185,412
Mark Gustafson		330,333		71,053		12,186		1,185,412
Lynne F. McGrath		342,947		58,439		12,186		1,185,412
Jeffrey Oram		338,817		62,569		12,186		1,185,412

Proposal Two: The ratification of Haskell & White LLP, as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026.

For		Against		Abstain		Broker Non-Votes
1,454,276		114,748		29,960		0

Proposal Three: Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

For		Against		Abstain		Broker Non-Votes
276,241		124,274		13,057		1,185,412

Proposal Four: Approval of the Company’s 2025 Stock Incentive Plan.

For		Against		Abstain		Broker Non-Votes
265,482		137,525		10,565		1,185,412

Proposal Five: Approval, for purposes of complying with Listing Rule 5635(c) of The Nasdaq Stock Market, LLC, equity issuances to directors and executive officers of the Company.

For		Against		Abstain		Broker Non-Votes
277,712		125,698		10,162		1,185,412

Proposal Six: Approval, of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock by a ratio of not less than one-for-two and not more than one-for-ten at any time prior to April 16, 2027, with the exact ratio to be set at a whole number within this range as determined by the board of directors in its sole discretion

For		Against		Abstain		Broker Non-Votes
1,150,722		445,185		3,077		0

Proposal Seven: Approval of one or more adjournments of the Annual Meeting to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve one or more of the other proposals before the Annual Meeting.

For		Against		Abstain		Broker Non-Votes
1,256,552		319,879		22,553		0

-2-

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).

-3-

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: April 17, 2026	/s/ David J. Katzoff
	David J. Katzoff Chief Financial Officer

-4-

FAQ

What did Alzamend Neuro (ALZN) shareholders approve at the 2026 annual meeting?

Shareholders approved all seven proposals, including electing seven directors, ratifying Haskell & White LLP as auditor, an advisory vote on executive pay, the 2025 Stock Incentive Plan, equity issuances to insiders, reverse stock split authority, and potential adjournments to solicit more proxies.

How many Alzamend Neuro (ALZN) shares were entitled to vote at the annual meeting?

A total of 3,804,741 shares of Alzamend Neuro common stock were outstanding and entitled to vote as of the February 25, 2026 record date. This represented all of the company’s outstanding voting capital stock for the 2026 annual meeting.

What reverse stock split did Alzamend Neuro (ALZN) shareholders authorize?

Shareholders approved an amendment allowing a reverse stock split of common stock at a ratio between one-for-two and one-for-ten. The board may choose the exact whole-number ratio and timing, any time before April 16, 2027, at its sole discretion.

Did Alzamend Neuro (ALZN) shareholders approve the 2025 Stock Incentive Plan?

Yes. The 2025 Stock Incentive Plan was approved with 265,482 votes for, 137,525 against, and 10,565 abstentions, plus 1,185,412 broker non-votes. This approval supports continued equity-based compensation for directors, executives, and other participants.

Which auditor did Alzamend Neuro (ALZN) shareholders ratify for fiscal 2026?

Stockholders ratified Haskell & White LLP as Alzamend Neuro’s independent registered public accounting firm for the fiscal year ending April 30, 2026. The vote was 1,454,276 for, 114,748 against, and 29,960 abstentions, with no broker non-votes recorded.

How did Alzamend Neuro (ALZN) shareholders vote on executive compensation?

On a non-binding advisory basis, shareholders approved named executive officer compensation, with 276,241 votes for, 124,274 against, and 13,057 abstentions, plus 1,185,412 broker non-votes. This indicates support for the pay practices described in the proxy statement.

What was the outcome of Alzamend Neuro’s (ALZN) proposal on equity issuances to insiders?

Shareholders approved equity issuances to directors and executive officers for Nasdaq Listing Rule 5635(c) compliance, with 277,712 votes for, 125,698 against, and 10,162 abstentions, plus 1,185,412 broker non-votes. This permits specified equity grants under exchange rules.

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