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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): April 17, 2026

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

On April 17, 2026, Alzamend Neuro, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of the close of business on February 25, 2026, the record date for the Annual Meeting, the Company had outstanding and entitled to vote 3,804,741 shares of common stock, par value $0.0001 per share (the “Common Stock”), which constitutes all of the outstanding voting capital stock of the Company.

 

At the Annual Meeting, the stockholders voted on seven 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 February 26, 2026 (the “Proxy Statement”). At the Annual Meeting, stockholders appointed seven (7) directors and approved proposals 2-7, each of which were presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.

 

Proposal One: The election of seven director nominees named by the Company to hold office until the next annual meeting of stockholders.

 

    For   Against   Abstain   Broker
Non-Votes
William B. Horne   339,201   62,815   11,556   1,185,412
Milton C. Ault, III   335,199   60,509   17,864   1,185,412
Stephan Jackman   342,613   59,403   11,556   1,185,412
Henry C. Nisser   342,586   58,800   12,186   1,185,412
Mark Gustafson   330,333   71,053   12,186   1,185,412
Lynne F. McGrath   342,947   58,439   12,186   1,185,412
Jeffrey Oram   338,817   62,569   12,186   1,185,412

 

Proposal Two: The ratification of Haskell & White LLP, as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026.

 

For   Against   Abstain   Broker Non-Votes
1,454,276   114,748   29,960   0

 

Proposal Three: Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

 

For   Against   Abstain   Broker Non-Votes
276,241   124,274   13,057   1,185,412

 

Proposal Four: Approval of the Company’s 2025 Stock Incentive Plan.

 

For   Against   Abstain   Broker Non-Votes
265,482   137,525   10,565   1,185,412

 

Proposal Five: Approval, for purposes of complying with Listing Rule 5635(c) of The Nasdaq Stock Market, LLC, equity issuances to directors and executive officers of the Company.

 

For   Against   Abstain   Broker Non-Votes
277,712   125,698   10,162   1,185,412

 

Proposal Six: Approval, of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock by a ratio of not less than one-for-two and not more than one-for-ten at any time prior to April 16, 2027, with the exact ratio to be set at a whole number within this range as determined by the board of directors in its sole discretion

 

For   Against   Abstain   Broker Non-Votes
1,150,722   445,185   3,077   0

 

Proposal Seven: Approval of one or more adjournments of the Annual Meeting to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve one or more of the other proposals before the Annual Meeting.

 

For   Against   Abstain   Broker Non-Votes
1,256,552   319,879   22,553   0

 

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Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits:

 

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).

 

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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: April 17, 2026 /s/ David J. Katzoff  
 

David J. Katzoff

Chief Financial Officer

 

 

 

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