Alzamend Neuro Enters Material Definitive Agreement

TL;DR

Alzamend Neuro signed a big deal, filing an 8-K. Details TBD.

AI Summary

Alzamend Neuro, Inc. announced on October 3, 2024, that it has entered into a Material Definitive Agreement. The company also filed financial statements and exhibits related to this event. Specific details of the agreement and financial figures were not provided in this initial filing.

Why It Matters

This filing indicates a significant new development for Alzamend Neuro, potentially impacting its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could be positive or negative depending on the terms not yet disclosed.

Key Players & Entities

• Alzamend Neuro, Inc. (company) — Registrant
• October 3, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value ALZN The Nasdaq Capital M
• $6.5 million — ng an aggregate offering price of up to $6.5 million (the " Shares ") from time to time, thr

Filing Documents

• g1032408k.htm (8-K) — 27KB
• ex5_1.htm (EX-5.1) — 7KB
• ex10_1.htm (EX-10.1) — 186KB
• olshanaddress_header.jpg (GRAPHIC) — 10KB
• olshanlogo_header.jpg (GRAPHIC) — 7KB
• 0001214659-24-017141.txt ( ) — 471KB
• alzn-20241003.xsd (EX-101.SCH) — 3KB
• alzn-20241003_lab.xml (EX-101.LAB) — 33KB
• alzn-20241003_pre.xml (EX-101.PRE) — 22KB
• g1032408k_htm.xml (XML) — 4KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 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 Rule 415 under the Securities Act of 1933, as amended (the " Securities Act "). On October 3, 2024, the Company filed a prospectus supplement with the Securities and Exchange Commission (the " Commission ") relating to the offer and sale of up to $6.5 million in shares of common stock in the ATM Offering. The offer and sale of the Shares will be made pursuant to the Company's effective "shelf" registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-273610) filed with the SEC on August 2, 2023 and declared effective by the Commission on August 10, 2023. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company's instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the Nasdaq Stock Market. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of

01 EXHIBITS

ITEM 9.01 EXHIBITS (d) Exhibits Exhibit No. Description 5.1 Opinion of Olshan Frome Wolosky LLP. 10.1 At-The-Market Issuance Sales Agreement, dated October 3, 2024, with Ascendiant Capital Markets, LLC. 23.1 Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1). 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). -2- 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: October 3, 2024 /s/ Henry Nisser Henry Nisser Executive Vice President and General Counsel -3-

View Full Filing

View this 8-K filing on SEC EDGAR