{"filing":{"accession_number":"0001214659-26-009469","cik":"0001677077","ticker":"ALZN","company_name":"Alzamend Neuro, Inc.","form":"8-K","filing_date":"2026-08-03","report_date":"2026-08-03","primary_document":"az7312618k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1677077/000121465926009469/az7312618k.htm"},"events":[{"id":23158,"run_id":20957,"accession_number":"0001214659-26-009469","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Alzamend Neuro entered into a Securities Purchase Agreement with Ault Lending to sell up to $25 million in Series D convertible preferred stock ($7.5 million closed initially) under Section 4(a)(2) exemption. The preferred shares are convertible into common stock at a conversion price subject to downward adjustment with anti-dilution provisions, resulting in substantial common stock dilution upon conversion, particularly given the 80% lookback conversion pricing mechanism.","company_name":"Alzamend Neuro, Inc.","ticker":"ALZN","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23312,"accession_number":"0001214659-26-009469","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Alzamend Neuro entered into a Securities Purchase Agreement with Ault Lending to sell up to $25 million in Series D convertible preferred stock, with $7.5 million closed on the Execution Date. The preferred shares are convertible into common stock at a conversion price subject to downward adjustment, and the agreement includes anti-dilution provisions and registration rights obligations. This is a material dilutive equity issuance that will result in substantial common stock dilution upon conversion, particularly given the 80% lookback conversion pricing mechanism and the requirement for stockholder approval to exceed the Nasdaq 19.99% limit.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:37:50.014461+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23314,"accession_number":"0001214659-26-009469","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of Series D Convertible Preferred Stock offered and sold in reliance on Section 4(a)(2) exemption. This is a classic private placement of convertible equity securities, which is dilutive to existing shareholders and typically material to investors assessing capital structure and ownership dilution at a small-cap biotech company like Alzamend Neuro.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:37:50.014461+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23159,"run_id":20957,"accession_number":"0001214659-26-009469","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Alzamend Neuro disclosed non-compliance with Nasdaq Listing Rule 5605(b)(1) requiring a majority independent board, triggered by the death of an independent director. Nasdaq has provided a cure period through July 20, 2027 (or earlier if the annual meeting occurs before January 18, 2027), with material uncertainty about whether compliance will be achieved within the cure period.","company_name":"Alzamend Neuro, Inc.","ticker":"ALZN","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23313,"accession_number":"0001214659-26-009469","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses non-compliance with Nasdaq Listing Rule 5605(b)(1) requiring a majority independent board, triggered by the death of an independent director. Nasdaq has acknowledged the non-compliance and provided a cure period through July 20, 2027 (or earlier if the annual meeting occurs before January 18, 2027). While the company's stock continues to trade without immediate delisting effect, the disclosure explicitly addresses failure to satisfy a continued listing standard under Item 3.01, with material uncertainty about whether compliance will be achieved within the cure period.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:37:50.014461+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23160,"run_id":20957,"accession_number":"0001214659-26-009469","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Alzamend Neuro filed a Series D Certificate of Designation with the Delaware Secretary of State on July 31, 2026, designating a new series of preferred stock as part of the capital structure amendment.","company_name":"Alzamend Neuro, Inc.","ticker":"ALZN","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23315,"accession_number":"0001214659-26-009469","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses a routine administrative action: the filing of a Series D Certificate of Designation with the Delaware Secretary of State on July 31, 2026. This is a governance matter involving amendments to the articles of incorporation (specifically, designation of a new series of preferred stock), but it is a standard corporate administrative procedure without indication of material economic impact or strategic significance to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:37:50.014461+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":23312,"accession_number":"0001214659-26-009469","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Alzamend Neuro entered into a Securities Purchase Agreement with Ault Lending to sell up to $25 million in Series D convertible preferred stock, with $7.5 million closed on the Execution Date. The preferred shares are convertible into common stock at a conversion price subject to downward adjustment, and the agreement includes anti-dilution provisions and registration rights obligations. This is a material dilutive equity issuance that will result in substantial common stock dilution upon conversion, particularly given the 80% lookback conversion pricing mechanism and the requirement for stockholder approval to exceed the Nasdaq 19.99% limit.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:37:50.014461+00:00","company_name":"Alzamend Neuro, Inc.","ticker":"ALZN","filing_date":"2026-08-03"},{"id":23313,"accession_number":"0001214659-26-009469","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses non-compliance with Nasdaq Listing Rule 5605(b)(1) requiring a majority independent board, triggered by the death of an independent director. Nasdaq has acknowledged the non-compliance and provided a cure period through July 20, 2027 (or earlier if the annual meeting occurs before January 18, 2027). While the company's stock continues to trade without immediate delisting effect, the disclosure explicitly addresses failure to satisfy a continued listing standard under Item 3.01, with material uncertainty about whether compliance will be achieved within the cure period.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:37:50.014461+00:00","company_name":"Alzamend Neuro, Inc.","ticker":"ALZN","filing_date":"2026-08-03"},{"id":23314,"accession_number":"0001214659-26-009469","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of Series D Convertible Preferred Stock offered and sold in reliance on Section 4(a)(2) exemption. This is a classic private placement of convertible equity securities, which is dilutive to existing shareholders and typically material to investors assessing capital structure and ownership dilution at a small-cap biotech company like Alzamend Neuro.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:37:50.014461+00:00","company_name":"Alzamend Neuro, Inc.","ticker":"ALZN","filing_date":"2026-08-03"},{"id":23315,"accession_number":"0001214659-26-009469","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses a routine administrative action: the filing of a Series D Certificate of Designation with the Delaware Secretary of State on July 31, 2026. This is a governance matter involving amendments to the articles of incorporation (specifically, designation of a new series of preferred stock), but it is a standard corporate administrative procedure without indication of material economic impact or strategic significance to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:37:50.014461+00:00","company_name":"Alzamend Neuro, Inc.","ticker":"ALZN","filing_date":"2026-08-03"}]}