Entry into a Material Definitive Agreement. On July 31, 2026 (the “ Execution Date ”), Alzamend Neuro, Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Agreement ”) with Ault Lending, LLC, a California limited liability company (the “ Purchaser ”), pursuant to which the Company agreed to sell to the Purchaser up to 25,000 shares of the Company’s newly designated Series D convertible preferred stock (the “ Series D Convertible Preferred Stock…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 20, 2026, the Company notified Nasdaq that it was not in compliance with the majority independent board standard under Nasdaq Listing Rule 5605(b)(1) which requires listed companies to have a majority of the board of directors be comprised of “Independent Directors” (as defined in Nasdaq Listing Rule 5605(a)(2)) (the “ Majority Independent Board Standard ”). As previously disclosed by…

Series D Convertible Preferred Stock described in this Current Report on Form 8-K were offered and sold to the Purchaser in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 20, 2026, Alzamend Neuro, Inc., a Delaware corporation (the “ Company ”) received a letter (the “ Letter ”) from the Listing Qualifications staff (the “ Staff ”) of the Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2026 (the “ Form 10-Q ”), did not satisf…

Entry into a Material Definitive Agreement. On March 6, 2026, Alzamend Neuro, Inc. (the “ Company ”) entered into an At-the-Market Issuance Sales Agreement (the “ Sales Agreement ”) with Ascendiant Capital Markets, LLC, as sales agent (the “ Agent ”) to sell shares of its common stock, par value $0.0001 (the “ Common Stock ”), having an aggregate offering price of up to $3.0 million (the “ Shares ”) from time to time, through an “at the market offering” (the “ ATM Offering ”) as defined in Ru…

Unregistered Sales of Equity Securities. Between October 1, 2025 and October 8, 2025, Alzamend Neuro, Inc. (the “ Company ”) issued an aggregate of 361,743 shares of common stock, par value $0.0001 per share (“ Common Stock ”) upon conversion of an aggregate of approximately 839.2 shares of Series B Convertible Preferred Stock. The shares of Common Stock were issued in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act. As of October 8, 2…

Unregistered Sales of Equity Securities. Between September 17, 2025 and September 25, 2025, Alzamend Neuro, Inc. (the “ Company ”) issued an aggregate of 300,000 shares of common stock, par value $0.0001 per share (“ Common Stock ”) upon conversion of an aggregate of 696 shares of Series B Convertible Preferred Stock. The shares of Common Stock were issued in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act. As of September 25, 2025, th…

Unregistered Sales of Equity Securities. Between July 23, 2025 and July 30, 2025, Alzamend Neuro, Inc. (the “ Company ”) issued an aggregate of 243,429 shares of common stock, par value $0.0001 per share (“ Common Stock ”) upon conversion of approximately 564.76 shares of Series B Convertible Preferred Stock. The shares of Common Stock were issued in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act. As of July 30, 2025, the Company had…

and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing. The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registra…

Regulation FD Disclosure. On May 8, 2025, the Company issued a press release announcing the Reverse Stock Split, a copy of which press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in an…

UNREGISTERED SALES OF EQUITY SECURITIES. The disclosure required by this Item and included in

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On February 28, 2025 (the “ Execution Date ”), Alzamend Neuro, Inc., a Delaware corporation (the “ Company ”) entered into a Securities Purchase & Exchange Agreement (the “ Agreement ”) with a sophisticated investor (the “ Purchaser ”), pursuant to which the Company agreed to (i) exchange the Purchaser’s 97.7511 shares of the Company’s Series A Convertible Preferred Stock (the “ Subject Shares ”) for an equal number of the Company’s Series C Convert…

and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing. The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registra…

Regulation FD Disclosure As previously reported under 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 ”) was notified by the Nasdaq Stock Market, LLC (“ Nasdaq ”) that it did not meet the minimum market value of listed securities requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2), or any other continued listing standard, such as the minimum…

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On October 3, 2024, Alzamend Neuro, Inc. (the “ Company ”) entered into an At-the-Market Issuance Sales Agreement (the “ Sales Agreement ”) with Ascendiant Capital Markets, LLC, as sales agent (the “ Agent ”) to sell shares of its common stock, par value $0.0001 (the “ Common Stock ”), having an aggregate offering price of up to $6.5 million (the “ Shares ”) from time to time, through an “at the market offering” (the “ ATM Offering ”) as defined in…

Regulation FD Disclosure As previously reported under Item 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing), on February 1, 2024, Alzamend Neuro, Inc. (the “ Company ”) received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market, LLC (“ Nasdaq ”) notifying the Company that, for 30 consecutive business days, the bid price for the Company’s common stock had closed below $1.00 per share (the “ Minimu…

REGULATION FD DISCLOSURE On July 12, 2024, the Company issued a press release announcing the Reverse Stock Split, a copy of which press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in a…

Regulation FD Disclosure As previously reported under Item 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing), on March 26, 2024, Alzamend Neuro, Inc. (the “ Company ”) was notified by the Listing Qualifications Staff (the “ Staff ”) of the Nasdaq Stock Market, LLC (“ Nasdaq ”) that it had not regained compliance with Nasdaq Listing Rule 5550(b)(2). As a result, unless the Company requested an appeal of this determination, the Staff has…

Regulation FD Disclosure. Alzamend Neuro, Inc. (the “ Company ”) updated its investor presentation (the “ Corporate Presentation ”) , which is used to conduct meetings with investors, stockholders and analysts and at investor conferences, which may contain nonpublic information. A copy of the Corporate Presentation, which is furnished herewith as Exhibit 99.1 , is incorporated by reference herein. The Corporate Presentation provides, among other things, an overview of the Company’s therapeuti…

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 8, 2024 (the “ Execution Date ”), Alzamend Neuro, Inc., a Delaware corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ Agreement ”) with a sophisticated investor (the “ Purchaser ”), pursuant to which the Company agreed to sell to the Purchaser up to 2,500 shares of Series A Convertible Preferred Stock (the “ Series A Preferred Stock ”) and warrants (the “ Warrants ”) to purchase shares of the Company’s common st…

UNREGISTERED SALES OF EQUITY SECURITIES . Reference is made to the disclosure under “Closing of the Initial Tranche Offering” in

REGULATION FD DISCLOSURE. On May 9, 2024, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing…

REGULATION FD DISCLOSURE. On May 9, 2024, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing…

Changes in Registrant’s Certifying Accountant (a) Dismissal of Previous Independent Registered Public Accounting Firm On May 5, 2024, the Audit Committee (the “ Audit Committee ”) of the Board of Directors of Alzamend Neuro, Inc. (the “ Company ”) dismissed Baker Tilly US, LLP (“ Baker Tilly ”) as the Company's independent registered public accounting firm, effective immediately. The dismissal was not related to any disagreements with Baker Tilly on any matter of accounting principles or prac…

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 8, 2024 (the “ Execution Date ”), Alzamend Neuro, Inc., a Delaware corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ Agreement ”) with a sophisticated investor (the “ Purchaser ”), pursuant to which the Company agreed to sell to the Purchaser up to 2,500 shares of Series A Convertible Preferred Stock (the “ Series A Preferred Stock ”) and warrants (the “ Warrants ”) to purchase shares of the Company’s common st…