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Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  April 26, 2023



(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  



  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. ¨







On April 26, 2023, Alzamend Neuro, Inc. (the “Company”) convened its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 31, 2023, the record date for the Annual Meeting, 96,940,124 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 31, 2023 (the “Proxy Statement”). The results of each matter voted upon are as follows:


Proposal One: Election of Directors. The shareholders elected the following individuals to the Company’s Board of Directors, to serve until the close of the Company’s 2024 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal:


    For   Against   Abstain   Broker
William B. Horne   48,331,149   1,608,194   101,645   0
Stephan Jackman   48,764,875   932,276   343,837   0
Henry C.W. Nisser   48,356,036   1,331,634   353,318   0
Mark Gustafson   49,173,713   519,189   348,086   0
Lynne F. McGrath   48,800,233   890,218   350,537   0
Andrew H. Woo   49,165,224   527,277   348,487   0
Jeffrey Oram   46,688,974   2,996,276   355,738   0


Proposal No. 2: Advisory Vote on Executive Compensation. The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the executive compensation tables contained in the Proxy Statement.


For   Against   Abstain   Broker Non-Votes  
48,354,282   1,332,190   354,516   0  


Proposal No. 3: Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation. The stockholders approved, on a non-binding advisory basis, the frequency of the stockholder vote to approve the compensation of the Company’s Named Executive Officers as described in the Proxy Statement as follows:


3 Years   2 Years   1 Year   Abstain   Broker Non-Votes  
39,734,366   712,873   9,530,011   63,738   0  


In light of the voting results with respect to the stockholders’ advisory vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers (the “say-on-frequency proposal”), and in accordance with the recommendation of the Company’s Board of Directors, the Company will hold future advisory votes on the compensation of the Company’s Named Executive Officers every three years until the next stockholders advisory vote on the say-on-frequency proposal. 


Proposal No. 4: Ratification of the Independent Registered Public Accounting Firm. The stockholders ratified the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023.


For   Against   Abstain   Broker Non-Votes  
49,628,290   331,775   80,923   0  






Exhibit No.    Description
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).






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.



Dated: April 26, 2023 /s/ David J. Katzoff  

David J. Katzoff

Chief Financial Officer