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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):  May 8, 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

 

 

 

   

 

Item 5.03 Amendments to Articles of Incorporation; Change in Fiscal Year.

 

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. o On May 6, 2025, Alzamend Neuro, Inc. (the “Company”), filed an amendment to the Company’s Certificate of Incorporation (the “Amendment”) with the State of Delaware to effectuate a reverse stock split of the issued and outstanding shares of the Company’s common stock, $0.0001 par value (“Common Stock”) by a ratio of one-for-nine (the “Reverse Stock Split”). The Reverse Stock Split will become effective in the State of Delaware at 12:01 AM ET on Monday, May 12, 2025.

 

The stockholders of the Company, at an annual meeting of such stockholders on April 25, 2025, authorized the Company’s board of directors (the “Board”) to effectuate a reverse stock split within a range of one-for-two to one-for-ten. On April 30, 2025, the Board, through an appointed special committee, approved the Amendment to effectuate the Reverse Stock Split.

 

Beginning with the opening of trading on May 12, 2025, the Common Stock will trade on The Nasdaq Capital Market on a split-adjusted basis under a new CUSIP number 02262M605. As a result of the Reverse Stock Split, each nine (9) shares of Common Stock issued and outstanding prior to the Reverse Stock Split will be converted into one (1) share of Common Stock, with no change in authorized shares or par value per share, and the number of shares of Common Stock outstanding will be reduced from approximately 7,208,591 shares to approximately 800,954 shares. All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Common Stock will be proportionally adjusted. 

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 3.1, and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On May 8, 2025, the Company issued a press release announcing the Reverse Stock Split, a copy of which press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

 

Item 9.01 Financial Statements And Exhibits

 

(d) Exhibits:

 

Exhibit No.    Description
3.1   Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on May 6, 2025.
     
99.1   Press Release dated May 8, 2025.
     
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).

 

  2  

 

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: May 8, 2025

/s/ Henry Nisser

  Henry Nisser
  Executive Vice President and General Counsel

 

 

 

 

 

 

EX-3.1 2 ex3_1.htm EXHIBIT 3.1

 

Exhibit 3.1

 

DelawareThe First StatePage 1 5976073 8100Authentication: 203626870SR# 20252050855Date: 05-07-25You may verify this certificate online at corp.delaware.gov/authver.shtmlI, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON THE SIXTH DAY OF MAY, A.D. 2025, AT 5:09 O`CLOCK P.M.

 

   

 

DelawarePage 1The First StateIa e A159/A6I0A93A8uA9e t ha ut eit 6A1n i c u6A6t i c tu6A6t i ct oA: A1t ait it On et 16/cn t A66Ae t 3 Iu At A93ei 11t e6 ei 7n i c t et 16/c /eA6t i c Alt 932t 96 i c SAohA2t 93t 51i a I9eR#a c/ot 3/9 Iu i cclet i 9 t uID6An i cAnaAR3R- 0- a A65:09 i 'eoi eK 7R2RCheruni Patihenda-Senchez, Secretary of StateAuthentication: 203626870SR# 20252050855Date: 05-07-25You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware Secretary of State Division of CorporationsCERTIFICATE OF AMENDMENTDelivered:09 PM 05/06/2025TOFILED:09 PM 05/06/2025THE CERTIFICATE OF INCORPORATIONSR 20252050855- FileNumberOFALZAMEND NEURO, INC. Alzamend Neuro, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation") hereby certifies that the amendment set forth below to the Corporation's Certificate of Incorporation (as amended, the "Certificate") was duly adopted in accordance with sections 141 and 242 of the Delaware General Corporation Law (the "DGCL") by the board of directors (the "Board") of the Corporation as of March 12, 2025, approved by a vote of the stockholders of the Corporation on April 25, 2025, and further adopted by a special committee of the Board on April 30, 2025: RESOLVED, that Article IV of the Certificate is hereby amended by adding the following section to the end of the Fourth Article to read as follows, subject to compliance with applicable law: "Reverse Stock Split. As of the effective time and date of 12:01 AM ET on Monday, May 12, 2025 (the "Effective Time"), each nine (9) outstanding shares of Common Stock (the "Old Common Stock") shall be split and converted into one (1) share of Common Stock (the "New Common Stock"). This reverse stock split (the "Reverse Split") of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under this Article IV. The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders' shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split. Holders who would otherwise hold fractional shares of New Common Stock will be entitled to receive a cash payment (without interest and subject to applicable withholding taxes) in lieu of such fractional shares, on the basis of prevailing market prices of the Common Stock at the time of sale. After the Reverse Split, a holder will have no further interest in the Corporation with respect to its fractional share interest, and persons otherwise entitled to a fractional share will not have any voting, dividend or other rights with respect thereto except the right to receive the aforementioned cash payment. All references to "Common Stock" in these Articles shall be to the New Common Stock. The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis. Certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to the same number of shares of New Common Stock as is reflected on the face of such certificates, divided by nine (9) (subject to the treatment of fractional shares described above). The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates." RESOLVED, that the foregoing amendment has been duly adopted in accordance with the provisions of Section 242(d)(2) of the DGCL, whereby the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of May 6, 2025. By: /s/ Stephan Jackman Stephan Jackman Chief Executive Officer

 

 

 

 
EX-99.1 3 ex99_1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Alzamend Neuro Announces Reverse Stock Split

 

ATLANTA, GA, May 8, 2025 -- Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend” or the “Company”), a clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s disease (“Alzheimer’s”), bipolar disorder (“BD”), major depressive disorder (“MDD”) and post-traumatic stress disorder (“PTSD”), today announced that Alzamend’s board of directors approved a one-for-nine reverse stock split of Alzamend’s common stock (“Common Stock”) that will be effective in the State of Delaware at 12:01 a.m. Eastern Time on May 12, 2025. Beginning with the opening of trading on May 12, 2025, the Company’s Common Stock will trade on The Nasdaq Capital Market on a split-adjusted basis under the Company’s existing trading symbol “ALZN”. The new CUSIP number for the Common Stock will be 02262M605. The reverse stock split is part of the Company’s plan to maintain compliance with the minimum bid price requirement of $1.00 per share required to maintain continued listing on The Nasdaq Capital Market, among other benefits.

 

The reverse stock split affects all issued and outstanding shares of the Company’s Common Stock, as well as the number of shares of Common Stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split reduces the number of shares of Common Stock issuable upon the exercise of stock options or warrants outstanding immediately prior to the reverse split. The par value of the Company’s Common Stock will remain unchanged at $0.0001 per share after the reverse stock split. The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split results in some stockholders owning a fractional share. No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment. As of the date of this press release, Alzamend has 7,208,591 shares of Common Stock issued and outstanding, which it anticipates will result in approximately 800,954 shares of Common Stock after the reverse stock split is effective.

 

Computershare Trust Company, N.A. (“Computershare”), is acting as the exchange agent and transfer agent for the reverse stock split. Computershare will provide instructions to stockholders for receiving payment for any fractional shares.

 

About Alzamend Neuro

 

Alzamend Neuro is a clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s, BD, MDD and PTSD. Our mission is to rapidly develop and market safe and effective treatments. Our current pipeline consists of two novel therapeutic drug candidates, AL001 - a patented ionic cocrystal technology delivering lithium via a therapeutic combination of lithium, salicylate and L-proline, and ALZN002 - a patented method using a mutant-peptide sensitized cell as a cell-based therapeutic vaccine that seeks to restore the ability of a patient’s immunological system to combat Alzheimer’s by removing beta-amyloid from the brain. The latter is a second-generation active-immunity approach designed to mitigate the disadvantages of approved passive immunity marketed antibody products, particularly by reducing the required frequency and costs of dosing associated with antibody products. Both of our product candidates are licensed from the University of South Florida Research Foundation, Inc. pursuant to royalty-bearing exclusive worldwide licenses.

 

Forward-Looking Statements

 

This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and Alzamend undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect Alzamend’s business and financial results are included in Alzamend’s filings with the U.S.

 

   

 

Securities and Exchange Commission. All filings are available at www.sec.gov and on Alzamend’s website at www.Alzamend.com.

 

Contacts:

Email: Info@Alzamend.com or call: 1-844-722-6333