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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):  July 9, 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

 

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

 

On July 9, 2025, Alzamend Neuro, Inc., a Delaware corporation (the “Company”), filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware with respect to the Company’s Series A convertible preferred stock (the “Series A Preferred Stock”), which, effective upon filing, eliminated from the Company’s Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series A Preferred Stock. A copy of the Certificate of Elimination for the Series A Preferred Stock is attached as Exhibit 3.1 to this report and is incorporated herein by reference.

 

Item 9.01 Financial Statements And Exhibits

 

(d) Exhibits:

 

Exhibit No.    Description
3.1   Certificate of Elimination of the Series A convertible preferred stock, filed with the Delaware Secretary of State on July 9, 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).

 

   

 

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: July 9, 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: 204147420SR# 20253307361Date: 07-09-25You 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 DESIGNATION OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON THE NINTH DAY OF JULY, A.D. 2025, AT 10 O`CLOCK A.M.

 

   

 

State of Delaware Secretary of State Division of Corporations Delivered 10:00 AM 07/09/2025 FILED 10:00 AM 07/09/2025 SR 20253307361 -File Number 5976073 CERTIFICATE OF ELIMINATION OFTHE CERTIFICATE OF DESIGNATIONS OF PREFERRED STOCK OF ALZAMEND NEURO, INC. Pursuant to Section 15l(g) of the General Corporation Law of the State of Delaware Alzamend Neuro, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 151 (g) of the General Corporation Law of the State of Delaware ( the "DGCL"), hereby certifies as follows: FIRST: Pursuant to the authority to the Board of Directors of the Corporation (the "Board") by Section I 51 of the DGCL, the Board, by resolution duly adopted, authorized the issuance of, and established the voting powers, designation, preferences and relative, participating and other rights, and the qualifications, limitations and restrictions of shares of Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), as evidenced by the Certificate of Designation with respect to such Series A Preferred Stock filed with the Secretary of State of the State of Delaware on May 9, 2024. SECOND: Pursuant to the Certificate of Designations and Preferences (the "Certificate of Designations") governing such Series A Preferred Stock, there were 800 shares of Series A Preferred Stock issued and outstanding that have since been returned to the Corporation for cancellation. TIIIRD: Pursuant to a unanimous written consent of the Board dated June 25, 2025, the Board duly adopted the following resolutions approving the proposed elimination of the Series A Preferred Stock as follows: WHEREAS, the Certificate of Incorporation, as amended, of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of 10,000,000 shares, $0.0001 par value per share, issuable from time to time in one or more classes; WHEREAS, the Corporation previously authorized and designated 3,000 shares of Series A Convertible Preferred Stock (the "Previous Class"), on May 7, 2024, pursuant to the Certificate of Designations therefor; and WHEREAS, the Corporation previously issued shares of the Previous Class, all of which have been converted or reacquired and canceled pursuant to the Certificate of Designations. NOW, THEREFORE IT IS RESOLVED, the Corporation hereby eliminates the Certificate of Designations originally filed with the State of Delaware on May 9, 2024, related to the Previous Class; and be it further RESOLVED, that the Corporation's Chief Executive Officer, its Chief Financial Officer, its Executive Vice President and General Counsel and its Secretary ( each, an "Authorized Person") be, and each of them individually is, authorized to execute the foregoing documents and/or instruments in connection with the elimination of the Certificate of Designations on behalf of the Corporation, together with such amendments and changes thereto as such Authorized Person in his sole discretion shall approve, and together with any other documents and/or instruments executed in connection therewith, his signature thereon to be conclusive evidence of such approval; and be it further RESOLVED, that in addition to and without limiting the foregoing, each Authorized Person and the Corporation's attorney, be and hereby is authorized to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Corporation, all such instruments and documents as he may deem appropriate in order to effect the purpose or intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Corporation; and be it further RESOLVED, that all prior actions taken by the Corporation and/or its officers for and/or on behalf of the Corporation be, and each such action hereby is, approved, ratified and confirmed; and be it further RESOLVED, thatthis unanimous written consent may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and may be delivered to the Corporation by facsimile or by an e-mail which contains a portable document format (.pdf) file of an executed signature page; and be it further

 

   

 

RESOLVED, that the Secretary or any Assistant Secretary or any other officer of this Corporation be, and hereby is, authorized to certify as to the adoption of any or all of the foregoing resolutions. FOURTH: In accordance with Section 151 (g) of the DGCL, the shares that were designated as Series A Preferred Stock are hereby returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by its duly authorized officer on the 7th day of July, 2025. ALZAMEND NEURO, INC. By: Isl Henry Nisser Name: Henry Nisser Title: Executive Vice President