Alzamend Neuro, Inc. files regulatory reports that document its status as a Nasdaq-listed clinical-stage biopharmaceutical company and emerging growth company. Recent disclosures cover common stock registered on The Nasdaq Capital Market, annual meeting and proxy matters, stockholder voting results, and board and governance records.
The company's filings also describe capital-structure activity, including at-the-market offering documents, unregistered common stock issuances tied to convertible preferred stock, elimination of Series B and Series C preferred stock designations, and Nasdaq continued-listing compliance matters. These records frame ALZN's financing, governance and public-company reporting obligations around its neurodegenerative and psychiatric-disorder development programs.
Alzamend Neuro, Inc. has filed a prospectus supplement to sell up to $3,000,000 of its common stock in an at-the-market offering through Ascendiant Capital Markets, LLC.
The sales agent will act as an agent or principal and receive a fee equal to 3% of gross proceeds. As of the prospectus supplement date, there were 3,804,741 shares issued and outstanding.
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 is asking stockholders to vote at its virtual 2026 annual meeting on April 17, 2026 at 12:00 p.m. Eastern time. Stockholders will elect seven directors, ratify Haskell & White LLP as auditor, and give a non-binding advisory vote on executive compensation.
They are also asked to approve a 2025 Stock Incentive Plan covering 1.6 million shares of common stock and separate equity issuances to directors and executive officers. As of the February 25, 2026 record date, 3,804,741 shares of common stock were outstanding, with a 35% quorum requirement.
Another key proposal would amend the certificate of incorporation to authorize a reverse stock split of common stock at a ratio between 1-for-2 and 1-for-10, at the Board’s discretion any time before April 16, 2027. A final proposal would permit adjournments of the meeting to solicit additional proxies. The Board recommends voting FOR all seven proposals.
Alzamend Neuro is asking stockholders at its April 17, 2026 virtual annual meeting to approve several key governance and capital actions. Proposals include electing seven directors, ratifying Haskell & White LLP as auditor, and a non-binding advisory vote on executive pay.
The company seeks approval of a 2025 Stock Incentive Plan authorizing equity-based awards, and separate approval for equity issuances to directors and executive officers under Nasdaq Listing Rule 5635(c). It is also requesting authority to implement a reverse stock split of common stock at a ratio between one-for-two and one-for-ten any time before April 16, 2027, and to adjourn the meeting if more time is needed to secure votes.
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 (ALZN) reported an insider transaction on a Form 4. A director sold 30 shares of common stock on 10/23/2025 at $2.29 per share (transaction code S). Following the sale, the reporting person beneficially owned 25 shares, held directly. The filing was submitted by one reporting person and shows no derivative securities activity.
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).
Milton C. Ault III, a director of Alzamend Neuro, Inc. (ALZN), reported a series of transactions in early October 2025. On 10/08/2025 he converted Series B convertible preferred shares into 61,743 shares of common stock at a conversion price of $2.32, increasing the indirect holdings reported for Ault Lending, LLC to 130,591 shares. That same day he sold 101,394 shares in open-market transactions at a volume-weighted average price of $2.4376 (trade range $2.42–$2.4634).
On 10/09/2025 he sold an additional 20,397 shares at $2.3234, leaving Ault Lending, LLC with 8,260 indirectly held shares. The filing also shows other indirect holdings: 11,068 shares via Ault Life Sciences, Inc. and 61 shares via Ault Life Sciences Fund, LLC, plus several warrants totaling 23,334 underlying common shares across three warrant issuances.
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.
Milton C. Ault III, a director of Alzamend Neuro, Inc. (ALZN), reported multiple insider transactions in October 2025. He converted Series B preferred shares into 100,000 common shares on 10/03/2025 and again on 10/07/2025, and sold portions of common stock in open-market transactions: 82,033 shares on 10/06/2025 at a VWAP of $2.4535 and 57,379 shares on 10/07/2025 at a VWAP of $2.4914. After these moves, beneficial ownership is reported indirectly through entities including Ault Lending, LLC, Ault Life Sciences, Inc., and Ault Life Sciences Fund, LLC. The filings disclose outstanding warrants and converted preferred stock that underlie additional common shares.