Every 8-K that Alzamend Neuro, Inc. (ALZN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ALZN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ALZN filings page.
Alzamend Neuro, Inc. entered into a financing with affiliate Ault Lending, LLC for up to $25 million of Series D Convertible Preferred Stock. An initial tranche of $7.5 million (7,500 Preferred Shares at a $1,050 Stated Value) closed on July 31, 2026, with a second tranche of $2.5 million committed and up to $15 million available in later closings. The Preferred Shares are non‑dividend bearing and convertible into common stock at the greater of a $0.2668 floor price and 80% of the lowest closing bid over the prior five trading days, capped at $2.00 per share, with anti‑dilution adjustments down to, but not below, the floor. The investor receives resale registration rights with cash liquidated damages of 2% of Stated Value per month (capped at 15%) for registration delays, protections so it can elect to receive any more favorable terms granted to later investors, a three‑year right of first refusal plus 33.33% participation rights in future equity or convertible offerings, and voting and liquidation preferences. Issuances of conversion shares above 19.99% of common stock outstanding on the execution date require stockholder approval and a special meeting within 75 days.
The company also reported a Nasdaq notice that its six‑member board currently includes only three independent directors, below the Majority Independent Board Standard. Nasdaq granted a cure period until the earlier of the next annual meeting or July 20, 2027 (with a January 18, 2027 backstop date), during which the company intends to restore compliance while its shares continue trading on The Nasdaq Capital Market.
Alzamend Neuro, Inc., a Delaware corporation listed on the Nasdaq Capital Market under the symbol ALZN, reported that director Lynne Fahey McGrath, M.P.H., Ph.D. passed away on July 20, 2026. She had served on the Board of Directors since the company’s initial public offering in June 2021.
Board Chairman William B. Horne described her “sudden passing” as a profound loss, highlighting her passion for the company, focus on corporate governance, generosity with her time, and significant insights and biopharmaceutical knowledge. He emphasized that she was regarded as irreplaceable and extended condolences to her family, friends, and all those whose lives she touched.
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.
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.
Alzamend Neuro, Inc. entered into an at-the-market sales agreement with Ascendiant Capital Markets to offer up to $3.0 million of its common stock. The shares will be issued from time to time under the company’s existing Form S-3 shelf registration.
Sales will be made through Ascendiant acting as sales agent, using commercially reasonable efforts and within parameters such as share amounts, timing, daily limits, and minimum prices that Alzamend sets. Either party can suspend offers or terminate the agreement by written notice. A legal opinion on the validity of the shares and the full agreement are filed as exhibits.
Alzamend Neuro, Inc. reported the passing of board member Andrew H. Woo, M.D., Ph.D., who died on November 14, 2025. Dr. Woo had served on the company’s Board of Directors since its initial public offering in June 2021, contributing medical and scientific expertise to the company’s governance.
Board Chairman William B. Horne praised Dr. Woo as an outstanding director who provided exceptional inspiration and noted he will be deeply missed as both a colleague and a friend. The company extended condolences to his family, friends and all those whose lives he touched.
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).
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.
Alzamend Neuro, Inc. reported that between September 17 and September 25, 2025, it issued 300,000 shares of common stock upon the conversion of an aggregate of 696 shares of Series B Convertible Preferred Stock. These common shares were issued in a private transaction relying on an exemption from registration under Section 4(a)(2) of the Securities Act.
After these conversions, Alzamend Neuro had 3,439,861 shares of common stock outstanding as of September 25, 2025, giving investors an updated view of the company’s equity base and recent preferred-to-common share activity.