Alzamend Neuro Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 25, 2025, Alzamend Neuro, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of the close of business on March 13, 2025, the record date for the Annual Meeting, the Company had outstanding and entitled to vote (i) 6,597,508 shares of common stock, par value $0.0001 per share (the “Common Stock”), (ii) 2,100 shares of Series B Preferred Stock and (iii) 97.7511 shares of Series C convertible preferred stock (the “Series C Preferred Stock”), which together constitute all of the outstanding voting capital stock of the Company.
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 13, 2025. At the Annual Meeting, stockholders appointed eight (8) directors and approved proposals 2, 3 and 4, 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 eight 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 | 1,932,714 | 81,315 | 72,299 | 2,270,160 | |||
| Milton C. Ault, III | 1,851,043 | 156,436 | 78,849 | 2,270,160 | |||
| Stephan Jackman | 1,961,534 | 53,478 | 71,316 | 2,270,160 | |||
| Henry C. Nisser | 1,886,113 | 127,871 | 72,344 | 2,270,160 | |||
| Mark Gustafson | 1,913,469 | 100,543 | 72,316 | 2,270,160 | |||
| Lynne F. McGrath | 1,933,454 | 81,581 | 71,293 | 2,270,160 | |||
| Andrew H. Woo | 1,905,701 | 109,250 | 71,377 | 2,270,160 | |||
| Jeffrey Oram | 1,926,054 | 87,913 | 726,361 | 2,270,160 |
Proposal Two: The ratification of Haskell & White LLP, as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025.
| For | Against | Abstain | Broker Non-Votes | ||||
| 4,255,027 | 54,999 | 46,462 | 0 |
Proposal Three: Approval of, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, the conversion of the Company’s shares of Series C Preferred Stock into shares of the Company’s Common Stock and warrants to purchase shares of Common Stock, for a total purchase price of up to $5,000,000.00, less a five percent (5%) discount, issued or issuable pursuant to the Securities Purchase & Exchange Agreement dated February 28, 2025 and the Certificate of Designations of the Rights and Preferences of Series C Preferred Stock.
| For | Against | Abstain | Broker Non-Votes | ||||
| 757,391 | 142,345 | 19,415 | 3,437,337 |
Proposal Four: Approval of the amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the 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 24, 2026, 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 | ||||
| 3,252,166 | 1,077,493 | 26,829 | 0 |
| Item 9.01 | Financial 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 25, 2025 |
/s/ David J. Katzoff |
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| David J. Katzoff | ||
| Chief Financial Officer | ||
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