UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) ofthe Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Pursuant to (s) 240.14a-12
ALZAMEND NEURO, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if otherthan the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required
¨ Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials:
¨ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
ALZAMEND NEURO, INC.
3480 Peachtree Road NE, Second Floor, Suite 103
Atlanta, GA 30326
NOTICE OF ADJOURNEDMEETING DATE FOR
2024 ANNUAL MEETINGOF STOCKHOLDERS
To Our Stockholders:
Noticeis hereby given that the adjourned portion of the Annual Meeting of
Stockholders (the "
Adjourned Annual Meeting
") ofAlzamend Neuro, Inc. (the "
Company
") will be held on Monday, May 13, 2024, at 12:00 p.m., Eastern Time. The
AdjournedAnnual Meeting will be held in a virtual meeting format only. You can
attend the Adjourned Annual Meeting online and vote your shareselectronically
during the Annual Meeting by visiting meetnow.global/MHVYC4Z. You will not be
able to attend the Adjourned Annual Meetingin person.
Wepreviously provided you with a copy of our 2023 Annual Report to
Stockholders along with our proxy statement. We encourage you to readthe proxy
statement, the proxy supplements thereto, and the Annual Report. At the
Adjourned Annual Meeting, stockholders will be askedto vote upon Proposal 3,
approval, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock
Market, LLC, the issuance by AlzamendNeuro of additional shares of Alzamend
Neuro's Common Stock issuable upon the (A) conversion of up to 6,000 shares of
Alzamend Neuro'sSeries B convertible preferred stock and (B) exercise of
warrants to purchase up to 6,000,000 shares of Common Stock, for a total
purchaseprice of up to $6,000,000.00, pursuant to the Securities Purchase
Agreement dated January 31, 2024 with Ault Lending, LLC, and to transactsuch
other business as may properly come before the adjourned meeting.
TheBoard of Directors previously fixed March 14, 2024 as the record date for
the determination of stockholders entitled to notice of andto vote at the
Adjourned Annual Meeting and any adjournments thereof.
By Order of the Board of Directors,
/s/ Stephan Jackman
Stephan Jackman
Chief Executive Officer
ALL STOCKHOLDERS ARECORDIALLY INVITED TO VIRTUALLY ATTEND THE ADJOURNED ANNUAL
MEETING. IF YOU PREVIOUSLY VOTED WITH REGARD TO PROPOSAL 3, YOU DO NOT NEEDTO
SUBMIT A NEW VOTE. IF YOU HAVE NOT VOTED WITH RESPECT TO PROPOSAL 3, OR IF YOU
PREVIOUSLY SUBMITTED A VOTE BUT WISH TO CHANGE THATVOTE, YOU MAY CAST YOUR
VOTE BY CALLING THE TOLL-FREE NUMBER PRINTED ON YOUR PROXY CARD(S) AND
FOLLOWING THE RECORDED INSTRUCTIONS ORVISIT THE WEBSITE INDICATED ON YOUR
PROXY CARD(S) AND FOLLOW THE ON-LINE INSTRUCTIONS. EVEN IF YOU HAVE GIVEN YOUR
PROXY, YOU MAYSTILL VOTE IN PERSON AT THE ADJOURNED ANNUAL MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OROTHER NOMINEE AND YOU WISH TO VOTE AT THE ADJOURNED ANNUAL MEETING, YOU MUST
OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
Supplement to the ProxyStatement for the Adjourned
2024 Annual Meetingof Stockholders
Thefollowing information supplements and amends the Definitive Proxy Statement
(the "
Proxy Statement
") of Alzamend Neuro,Inc. (the "
Company
") that the Company filed with the Securities and Exchange Commission (the "
SEC
")on March 25, 2024 in connection with the solicitation of proxies by the
Company's Board of Directors (the "
Board
")for the Annual Meeting of Stockholders (the "
Annual Meeting
").
TheAnnual Meeting was held on April 30, 2024, at which time Proposals 1, 2 and
4 in the Proxy Statement were approved, and then the AnnualMeeting was
adjourned with respect to Proposal 3 relating to the approval, for purposes of
complying with Listing Rule 5635 of The NasdaqStock Market, LLC, the issuance
by Alzamend Neuro of additional shares of Alzamend Neuro's Common Stock
issuable upon the (A) conversionof up to 6,000 shares of Alzamend Neuro's
Series B convertible preferred stock and (B) exercise of warrants to purchase
up to 6,000,000shares of Common Stock, for a total purchase price of up to
$6,000,000.00, pursuant to the Securities Purchase Agreement dated January31,
2024 with Ault Lending, LLC (the "
Series B Proposal
").
TheAdjourned Annual Meeting to consider the approval of the Series B Proposal
is scheduled to be held Monday, May 13, 2024, at 12:00 p.m,Eastern Time. The
Adjourned Annual Meeting will be held in a virtual meeting format only. You
can attend the Adjourned Annual Meetingonline and vote your shares
electronically during the Adjourned Annual Meeting by visiting meetnow.global/MH
VYC4Z. You will not be ableto attend the Adjourned Annual Meeting in person.
Thissupplement to the Proxy Statement (this "
Supplement
") is furnished in connection with the solicitation of proxies bythe Board for
use at the Adjourned Annual Meeting. Capitalized terms used in this Supplement
and not otherwise defined have the meaninggiven to such terms in the Proxy
Statement.
THIS SUPPLEMENT CONTAINSIMPORTANT INFORMATION AND SHOULD BE READ IN
CONJUNCTION WITH THE PROXY STATEMENT.
Onlystockholders of record at the close of business on March 14, 2024 are
entitled to receive notice of and to vote at the Adjourned AnnualMeeting.
Yourvote is important no matter how many shares you own, so please take the
time to vote today, if you have not already voted. If you needassistance in
voting your shares, please call the Company at (844) 722-6333.
SUPPLEMENTAL DISCLOSURECONCERNING PROPOSAL 3
Introduction
OnApril 30, 2024, the Company held its Annual Meeting, as previously
scheduled, with regard to Proposal 1 - Election of Directors, Proposal2 -
Ratification of Selection of Independent Registered Public Accounting Firm,
and Proposal 4 - the Reverse Stock Split Ratio,each as detailed in the Proxy
Statement and the Company adjourned the Annual Meeting with respect to
Proposal 3 - Approval of the SeriesB Proposal.
OnMay 1, 2024, the Company filed a Form 8-K announcing that Proposals 1, 2 and
4 were each approved by the stockholders at theAnnual Meeting and that the
chairperson of the Annual Meeting adjourned the Annual Meeting for purposes of
considering Proposal 3.
TheAdjourned Annual Meeting is to be held on Monday, May 13, 2024, at 12:00
p.m., Eastern Time. The Adjourned Annual Meeting will be heldin a virtual
meeting format only. You can attend the Adjourned Annual Meeting online and
vote your shares electronically during the AdjournedAnnual Meeting by visiting
meetnow.global/MHVYC4Z. You will not be able to attend the Adjourned Annual
Meeting in person. At the AdjournedAnnual Meeting, only Proposal 3 will be
presented for stockholder consideration.
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PROPOSAL 3: APPROVAL, FOR PURPOSES OFCOMPLYING WITH LISTING RULE 5635 OF
NASDAQ, THE ISSUANCE BY THE COMPANY OF ADDITIONAL SHARES OF COMMON STOCK
ISSUABLE UPON THE (i) CONVERSIONOF UP TO 6,000 SHARES OF SERIES B PREFERRED
STOCK AND (ii) EXERCISE OF THE SERIES B WARRANTS, 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
We are asking our stockholdersto approve the issuance by the Company to Ault
Lending of shares of Common Stock issuable upon the (i) conversion of up to
six thousand(6,000) shares of a newly designated Series B Preferred Stock and
(ii) exercise of the Series B Warrants (with the Series B PreferredStock, the "
SPA Securities
") to purchase up to 6,000,000 shares of Common Stock for a total purchase
price of up to$6 million dollars (the "
Preferred Transaction
") pursuant to that certain Securities Purchase Agreement (the "
SPA
")by and between the Company and Ault Lending dated January 31, 2024 (the "
Execution Date
").
We are seeking stockholderapproval for the issuance of shares in excess of
19.99% of the total number of shares of Common Stock outstanding as of the
date of theSPA. Ault Lending is an affiliate of the Company.
Description of the SPA and the SPA Securities
Description of the SPA
TheSPA provides that Ault Lending may purchase up to $6 million of SPA
Securities in one or more closings. Ault Lending has the right topurchase up
to $2 million of SPA Securities on or before March 31, 2024, and the right to
purchase up to $4 million of SPA Securitiesafter March 31, 2024 but on or
before March 31, 2025.
Onthe Execution Date, the Company sold 1,220 shares of Series B Convertible
Preferred Stock and Series B Warrants to purchase 1,220,000shares of Common
Stock to Ault Lending, for a total purchase price of $1.22 million.
The purchaseprice was paid by the cancellation of $1.22 million of cash
advances made by Ault Lending to the Company between November 9, 2023 andthe
Execution Date.
TheCompany may not issue shares of Common Stock upon (i) conversion of the
Series B Preferred Stock or (ii) exercise of the Series B Warrantsto the
extent such issuances would result in an aggregate number of shares of Common
Stock exceeding 19.99% of the total shares of CommonStock issued and
outstanding as of the Execution Date, in accordance with the rules and
regulations of Nasdaq unless the Company firstobtains stockholder approval
therefor (the "
Stockholder Approval
"). Pursuant to the SPA and as required by Nasdaq,the Company agreed to file
this Proxy Statement to obtain the Stockholder Approval.
The SPA contains customaryrepresentations, warranties and agreements by the
Company, obligations of the parties, termination provisions and closing
conditions.The representations, warranties and covenants contained in the SPA
were made only for purposes of such agreement and as of specific dates,were
solely for the benefit of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.
Description of the Series B ConvertiblePreferred Stock
Theterms of the Series B Preferred Stock are as set forth in the Amended and
Restated Certificate of Designations of the Rights, Preferencesand Limitations
of the Series B Convertible Preferred Stock (the "
Series B Certificate of Designation
").The initial
Series B Certificate of Designation
inadvertently referred to Series A ConvertiblePreferred Stock rather than
Series B Convertible Preferred Stock. Each share of Series B Preferred Stock
has a stated value of $1,000per share (the "
Stated Value
"). The Series B Preferred Stock does notaccrue dividends.
Conversion Rights
Eachshare of Series B Preferred Stock is convertible into a number of shares
of Common Stock ("
Conversion Shares
")
determinedby dividing the Stated Value by $1.00
(the "
Conversion Price
"). The Conversion Price is subject to adjustmentin the event of an issuance
of Common Stock at a price per share lower than the Conversion Price then in
effect, as well as upon customarystock splits, stock dividends, combinations
or similar events.
Voting Rights
Theholders of the Series B Preferred Stock are entitled to vote with the
Common Stock as a single class on an as-converted basis, subjectto applicable
law provisions of the Delaware General Company Law and Nasdaq, provided
however, that for purposes of complying with Nasdaqregulations, the conversion
price, for purposes of determining the number of votes the holder of Series B
Preferred Stock is entitledto cast, shall not be lower than $0.873 (the "
Voting Floor Price
"), which represents the closing sale price of theCommon Stock on the trading
day immediately prior to the Execution Date. The Voting Floor Price shall be
adjusted for stock dividends,stock splits, stock combinations and other
similar transactions.
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Liquidation Rights
Inthe event of liquidation, dissolution, or winding up of the Company, the
holders of Series B Preferred Stock have a preferential rightto receive an
amount equal to the Stated Value per share of Series B Preferred Stock before
any distribution to other classes of capitalstock. If the assets are
insufficient, the distribution will be prorated among the holders of Series B
Preferred Stock. The remainingassets, if any, will then be distributed pro
rata to the holders of outstanding Common Stock. Any transaction that
constitutes a changeof control transaction shall be deemed to be a liquidation
under the Series B Certificate of Designation.
Description of theSeries B Warrants
Ateach closing, the Company will issue Ault Lending Series B Warrants, which
grant Ault Lending the right to purchase a specified numberof Common Stock
(the "
Warrant Shares
"). The exercise price of the Series B Warrants is $1.20 (the "
ExercisePrice
") and the number of Warrant Shares is equal to the number of Conversion
Shares issuable upon the Series B Preferred Stockissued at that closing. The
Exercise Price is subject to adjustment in the event of an issuance of Common
Stock at a price per share lowerthan the Exercise Price then in effect, as
well as upon customary stock splits, stock dividends, combinations or similar
events.
TheWarrants become exercisable on the first business day after the six-month
anniversary of issuance (the "
Initial Exercise Date
")and have a five-year term, expiring on the fifth anniversary of the Initial
Exercise Date.
Theforegoing descriptions of the SPA, the Series B Certificate of
Designations, the Series B Warrants and the transactions contemplated
therebydo not purport to be complete and are qualified in their entirety by
reference to the SPA and the form of Series B Warrant, which arefiled as
Exhibits 10.1 and 10.2
, respectively, to the Current Report on Form 8-K filed with the SEC on
February 2, 2024, andthe Series B Certificate of Designations, which is filed
as
Exhibit 3.1
to the to the Current Report on Form 8-K filed with theSEC on March 7, 2024,
and are incorporated herein by reference.
Stockholder Approval Requirement
As noted above, the SPA providesthat the number of Conversion Shares and
Warrant Shares to be issued to Ault Lending is initially limited to 19.99% of
the total numberof shares of Common Stock outstanding as of the date of the
SPA until such time as Stockholder Approval is obtained. We have agreed
topromptly seek such Stockholder Approval and are seeking such approval at the
Adjourned Annual Meeting.
Our Common Stock is listedon Nasdaq, and as a result, we are subject to
Nasdaq's Listing Rules, including Nasdaq Listing Rule 5635. Below is an
overview ofthe relevant provisions of Nasdaq Listing Rule 5635 as they relate
to the Series B Proposal. The overview does not purport to be completeand is
qualified in its entirety by the full text of the Rule's provisions, which are
available on the Nasdaq's Listing Centerwebsite at https://listingcenter.nasdaq.
com/rulebook/nasdaq/rules.
Nasdaq Listing Rule 5635(d)
Nasdaq Listing Rule 5635(d)requires stockholder approval prior to an issuance
of securities in connection with a transaction other than a public offering
involvingthe sale, issuance or potential issuance by a listed company of
Common Stock equal to 20% or more of the Common Stock, or 20% or moreof the
voting power, that was outstanding before the issuance for less than the lower
of the closing price of such Common Stock as ofthe date of execution of the
definitive agreement with respect to such transaction and the average closing
price for the five tradingdays immediately preceding such date. The provisions
in the SPA, Series B Certificate of Designations and Series B Warrants that
preventthe issuance of Conversion Shares and/or Warrant Shares, as applicable,
that would result in such holders receiving such number of sharesof Common
Stock in excess of 19.99% of our Common Stock prior to stockholder approval
pursuant to the Nasdaq Listing Rule 5635 (the "
ExchangeCap Limitation
") were designed to avoid an issuance that would be in excess of the Exchange
Cap Limitation, and are thereforerequired under Nasdaq Listing Rule 5635(d).
The Exchange Cap Limitation is based upon the number of shares of Common Stock
that were outstandingas of the Execution Date.
We are seeking stockholderapproval for the sale and issuance of Conversion
Shares and Warrant Shares pursuant to Nasdaq Rule 5635(d) without regard to
the ExchangeCap Limitation.
3
Nasdaq Listing Rule 5635(b)
NasdaqListing Rule 5635(b) requires stockholder approval prior to an issuance
of securities that will result in a "change of control"of a listed company,
which for Nasdaq purposes is generally deemed to occur when, as a result of an
issuance, an investor or a group ofinvestors acquires, or has the right to
acquire, 20% or more of the outstanding equity or voting power of the company
and such ownershipor voting power would be the company's largest ownership
position. If Ault Lending purchases the full amount of the SPA Securities,Ault
Lending would beneficially own in excess of 64% of the outstanding shares of
our Common Stock as of the Execution Date (ignoringany limitations on
conversion and/or exercise). Further, in the event we issue additional shares
of Common Stock in a financing transactionor otherwise to a person or entity
other than Ault Lending at a price lower than the Conversion Price then in
effect, the number of ConversionShares issuable will increase. As a result,
our issuance of Common Stock pursuant to the SPA Securities, if exercised,
would result ina "change of control" for purposes of Nasdaq Listing Rule
5635(b).
Effect of Approval
Stockholder approval of thisProposal No. 3 will constitute stockholder
approval for purposes of Nasdaq Listing Rule 5635(b) and 5635(d). We are
seeking stockholderapproval for the issuance of the number of Conversion
Shares issuable to Ault Lending upon conversion of the Series B Preferred
Stockand the exercise of the Series B Warrants, which currently would be 6
million for each, if Ault Lending purchases all of the SPA Securities.As noted
above, the number of Conversion Shares and Warrant Shares may increase, in
which case, stockholder approval of this ProposalNo. 3 would also cover such
other indeterminable number of shares of Common Stock issuable.
Our stockholders are not entitledto dissenters' rights with respect to this
Proposal No. 3, and we will not independently provide stockholders with any
such right.
Reasons for Transaction
The Company will need to raisesignificant cash financing to conduct its
planned clinical trials and operations, and needs to increase its stockholders
equity for purposesof Nasdaq continued listing requirements. In the event that
the Company is unable to obtain funding from Ault Lending through its
acquisitionof SPA Securities for cash through the consummation of the SPA, the
Company anticipates it would need to seek alternative methods of raisingcash,
which are likely to be under far less favorable terms than those offered by
Ault Lending.
Effect on Current Stockholders; Dilution
The SPA does not affect therights of the holders of outstanding Common Stock,
but the issuance of shares of Common Stock to Ault Lending upon conversion or
exerciseof the SPA Securities will have a dilutive effect on our existing
stockholders, including the voting power and the economic rights ofthe
existing stockholders. If we were to issue Ault Lending all 6,000 shares of
Series B Preferred Stock and Series B Warrants to purchase6 million Warrant
Shares and Ault Lending were to convert and exercise all such SPA Securities,
Ault Lending would have beneficially acquiredapproximately 63.7% of the
18,849,407 shares that would then have been outstanding as of the Record Date.
The availability for saleof a large amount of shares by Ault Lending may
depress the market price of our Common Stock and, going forward, may impair
our abilityto raise additional capital through the public sale of our Common
Stock. We do not have any arrangement with Ault Lending to address thepossible
effect on the price of our Common Stock of the sale by Ault Lending of its
shares.
Vote Required
Theaffirmative vote of the holders of a majority of the voting power of the
shares present in person or represented by proxy and entitledto vote on the
matter at the Annual Meeting will be required to approve the Series B Proposal.
Our Recommendation
The Board unanimously recommendsthat the stockholders vote "FOR" the approval
of the Series B Proposal.
4
VOTING INFORMATION
Atthe Annual Meeting, the Company held a vote on all matters in the Proxy
Statement other than Proposal 3. The stockholders approved eachof the
proposals voted upon. No vote was taken with respect to Proposal 3 at the
Annual Meeting. At the Adjourned Meeting, the Companyintends to hold the vote
only on Proposal 3. No vote will be taken at the Adjourned Meeting on any
matters in the Proxy Statement otherProposal 3.
IF YOU PREVIOUSLYVOTED WITH REGARD TO PROPOSAL 3, YOU DO NOT NEED TO SUBMIT A
NEW VOTE. IF YOU HAVE NOT VOTED WITH RESPECT TO PROPOSAL 3, OR IF YOU
PREVIOUSLYSUBMITTED A VOTE BUT WISH TO CHANGE THAT VOTE, YOU MAY CAST YOUR
VOTE BY CALLING THE TOLL-FREE NUMBER PRINTED ON YOUR PROXY CARD(S)
ANDFOLLOWING THE RECORDED INSTRUCTIONS OR VISIT THE WEBSITE INDICATED ON YOUR
PROXY CARD(S) AND FOLLOW THE ON-LINE INSTRUCTIONS. EVENIF YOU HAVE GIVEN YOUR
PROXY, YOU MAY STILL VOTE IN PERSON AT THE ADJOURNED ANNUAL MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARESARE HELD OF RECORD BY A BROKER, BANK OR
OTHER NOMINEE AND YOU WISH TO VOTE AT THE ADJOURNED MEETING, YOU MUST OBTAIN
FROM THE RECORD HOLDERA PROXY ISSUED IN YOUR NAME.
PLEASE NOTE THAT THEONLY VOTES THAT WILL BE TABULATED AT THE ADJOURNED ANNUAL
MEETING WILL BE ON PROPOSAL 3.
Changing a Vote
Youmay change your vote on Proposal 3 at any time prior to the vote being
taken on such matter at the Adjourned Annual Meeting.
Torevoke your proxy instructions and change your vote if you are a stockholder
of record, you must: (i) attend the Adjourned AnnualMeeting and vote your
shares in person; or (ii) deliver later dated and signed proxy instructions
(which must be received prior tothe Adjourned Meeting).
Ifyour shares are held by a broker, bank or other nominee please contact your
broker, bank or other nominee for instructions on changingyour vote.
5
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