UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| The |
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
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On September 26, 2023, Alzamend Neuro, Inc. (the “Company”) received a notice from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the previous 30 consecutive business days, the minimum Market Value of Listed Securities (“MVLS”) for the Company’s common stock, par value $0.0001 per share (the “Common Stock”), was below the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until March 25, 2024, to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Company’s Common Stock must close at $35 million or more for a minimum of 10 consecutive business days at any time during this 180-day period. If the Company regains compliance with the MVLS Rule, Nasdaq will provide the Company with written confirmation and will close the matter.
If the Company does not regain compliance with the rule by March 25, 2024, Nasdaq will provide notice that the Company’s Common Stock will be delisted from the Nasdaq Capital Market. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s determination.
The foregoing letter received from Nasdaq has no immediate impact on the listing of the Company’s Common Stock, which will continue to be listed and traded on the Nasdaq Capital Market under the symbol “ALZN.”, subject to the Company’s compliance with the other listing requirements of the Nasdaq Capital Market.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On September 29, 2023, the Company held a Special Meeting of Stockholders (the “Meeting”). As of August 24, 2023, the record date for the Meeting, the voting power of the Company consisted of 96,940,124 shares of Common Stock, which constitutes all of the outstanding voting capital stock of the Company.
At the Meeting, the stockholders voted on one proposal, 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 August 24, 2023. At the Meeting, stockholders approved the proposal 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 the matter voted upon by the Company’s stockholders.
Proposal One: 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-twenty at any time prior to September 28, 2024, with the exact ratio to be set at a whole number within this range as determined by the Company’s Board of Directors in its sole discretion.
| For | Against | Abstain | Broker Non-Votes | ||||
| 58,463,491 | 9,749,936 | 44,645 | 1,609,492 |
| 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: September 29, 2023 | /s/ Henry Nisser | |
Henry Nisser Executive Vice President and General Counsel | ||
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Cover |
Sep. 29, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 29, 2023 |
| Entity File Number | 001-40483 |
| Entity Registrant Name | ALZAMEND NEURO, INC. |
| Entity Central Index Key | 0001677077 |
| Entity Tax Identification Number | 81-1822909 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 3480 Peachtree Road NE |
| Entity Address, Address Line Two | Second Floor |
| Entity Address, Address Line Three | Suite 103 |
| Entity Address, City or Town | Atlanta |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30326 |
| City Area Code | (844) |
| Local Phone Number | 722-6333 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value |
| Trading Symbol | ALZN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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