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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 30, 2024, Alzamend Neuro, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of March 14, 2024, the record date for the Annual Meeting, the Company had outstanding and entitled to vote (i) 6,849,407 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) 1,220,000 shares of Series B convertible preferred stock (the “Series B Preferred Stock”), which together constitute all of the outstanding voting capital stock of the Company.
At the Annual Meeting, the stockholders voted on three 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 25, 2024 as thereafter supplemented. At the Annual Meeting, stockholders appointed eight (8) directors and approved proposals 2 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 (8) director nominees named by the Company to hold office until the next annual meeting of stockholders.
| For | Against | Abstain | Broker Non-Votes | |||||
| Milton C. Ault, III | 3,492,046 | 395,262 | 14,002 | 1,698,070 | ||||
| William B. Horne | 3,486,146 | 400,229 | 14,935 | 1,698,070 | ||||
| Stephan Jackman | 3,714,790 | 175,219 | 11,301 | 1,698,070 | ||||
| Henry C. Nisser | 3,698,330 | 188,030, | 14,949 | 1,698,070 | ||||
| Mark Gustafson | 3,514,765 | 371,660 | 14,885 | 1,698,070 | ||||
| Lynne F. McGrath | 3,724,920 | 164,504 | 11,886 | 1,698,070 | ||||
| Andrew H. Woo | 3,726,599 | 162,827 | 11,884 | 1,698,070 | ||||
| Jeffrey Oram | 3,520,732 | 365,511 | 15,067 | 1,698,070 |
Proposal Two: The ratification of Baker Tilly US, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024.
| For | Against | Abstain | Broker Non-Votes | ||||
| 5,114,481 | 443,299 | 41,600 | 0 |
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-twenty at any time prior to April 29, 2025, 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 | ||||
| 4,476,092 | 108,096 | 42,325 | 0 |
At the time of the Annual Meeting, there were insufficient votes to pass Proposal Three, which sought to approve, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, the issuance by the Company of additional shares of Common Stock issuable upon the (i) conversion of up to 6,000 shares of Series B Preferred Stock and (ii) exercise of warrants to purchase up to 6,000,000 shares of Common Stock, for a total purchase price of up to $6,000,000.00, pursuant to the Securities Purchase Agreement dated January 31, 2024 with Ault Lending, LLC. In accordance with the authority granted to the chairperson of the Annual Meeting pursuant to the Company’s amended and restated bylaws, the Annual Meeting was adjourned prior to voting on Proposal Three to allow additional time for voting (the “Adjourned Annual Meeting”). The Adjourned Annual Meeting will reconvene at 12:00 p.m. Eastern Time on May 13, 2024. The Company’s stockholders of record as of the close of business on the original record date for the Annual Meeting, March 14, 2024, can attend the reconvened Adjourned Annual Meeting by visiting meetnow.global/MHVYC4Z, where they will be able to listen to the meeting live, submit questions and vote online. During the period of adjournment, the Company will continue to accept stockholder votes on Proposal Three.
| 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: May 1, 2024 | /s/ David J. Katzoff | |
|
David J. Katzoff Chief Financial Officer |
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