UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

Amendment No. 1 to 

FORM 8-K/A

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 20, 2022

ALZAMEND NEURO, INC.

(Exact name of registrant as specified in its charter)

3500 Lenox Rd. NE, Suite 1500, Atlanta, GA 30326

(Address of principal executive offices) (Zip Code)

(844) 722-6333

(Registrant's telephone number, including area code)

3802 Spectrum Boulevard, Suite 112C, Tampa, FL 33612

(Former name or former address, if changed since last report.)

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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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:

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. o

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (the “Amended Current Report”) amends the Current Report on Form 8-K of Alzamend Neuro, Inc. (the “Company”), originally filed with the Securities and Exchange Commission (the “SEC”) April 18, 2022 (the “Prior Filing”). The purpose of this Amended Current Report includes to correct an error in the Company’s address on the cover page of the Prior Filing, to file an updated and revised Corporate Presentation (as defined below), and to report certain disclosure channels through which the Company may disseminate information.

Other than the foregoing, this Amended Current Report speaks as of the original date of the Prior Filing, does not reflect events that may have occurred subsequent to the date of the Prior Filing and does not modify or update in any way disclosures made in the Prior Filing.

As of April 18, 2022, Alzamend Neuro, Inc. (the “Company”), has prepared a presentation which provides an overview about each of its two therapeutics for the treatment of neurodegenerative diseases and psychiatric disorders (“Corporate Presentation”), a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The Corporate Presentation will be used by the Company in presentations to investors, potential investors and analysts from time to time.

In accordance with General Instruction B.2 of Form 8-K, the information under this item and 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.

Disclosure Channels to Disseminate Information

Investors and others should note that the Company announces material information to its investors about the Company and its business using its investor relations website (https://ir.alzamend.com), press releases, SEC filings and public conference calls and webcasts. As of April 20, 2022, the Company also intends to use the @AlzamendNeuro Twitter account (https://twitter.com/AlzamendNeuro) as a means of disclosing information about it and for complying with its disclosure obligations under Regulation FD. The information posted through Twitter may be deemed material. Accordingly, investors should monitor the Company’s Twitter account in addition to following the Company’s investor relations website, press releases, SEC filings and public conference calls and webcasts. The Twitter account the Company intends to use as a means of disclosing the information described above may be updated from time to time.

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 Amended 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 Amended 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 Amended Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

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.

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