Alzamend Neuro, Inc. 8-K

What Happened

• Alzamend Neuro, Inc. announced that it held its annual meeting of stockholders on April 17, 2026. As of the February 25, 2026 record date the Company had 3,804,741 shares of common stock outstanding. Stockholders elected seven directors and approved proposals 2–7 described in the proxy.
• The board now has shareholder approval to effect a reverse stock split of the common stock at a ratio of not less than 1-for-2 and not more than 1-for-10, with the exact whole-number ratio to be set by the board at any time prior to April 16, 2027.

Key Details

• Directors elected (each to hold office until the next annual meeting): William B. Horne; Milton C. Ault, III; Stephan Jackman; Henry C. Nisser; Mark Gustafson; Lynne F. McGrath; Jeffrey Oram. Votes for each director ranged roughly 330K–343K in favor, with 1,185,412 broker non-votes recorded on the director votes.
• Reverse split (Proposal Six) approved: 1,150,722 For, 445,185 Against, 3,077 Abstain (0 broker non-votes). Board may choose a 1-for-2 up to 1-for-10 split before April 16, 2027.
• Auditor ratification (Proposal Two): Haskell & White LLP ratified — 1,454,276 For, 114,748 Against, 29,960 Abstain.
• Other approvals: non-binding “say-on-pay” (Proposal Three), the 2025 Stock Incentive Plan (Proposal Four), and approval of equity issuances to directors/executive officers for Nasdaq compliance (Proposal Five) were approved, though those votes showed large broker non-votes (~1,185,412).

Why It Matters

• The reverse split authorization gives the board flexibility to consolidate shares (1-for-2 to 1-for-10), which will reduce outstanding share count and increase the per-share price if implemented — an action companies commonly use for listing or market-perception reasons. The exact split ratio, if used, will materially change share count and per-share metrics.
• Election of the seven directors and ratification of the auditor maintain current leadership and oversight. The say-on-pay and incentive plan approvals (advisory or plan-authorizing votes) permit continuing executive compensation and equity programs; however, the large number of broker non-votes on several matters indicates many shares held by brokers were not voted on those items, limiting shareholder participation on some proposals.