Alzamend Neuro sells $7.5 million in preferred stock, flags board independence gap

Alzamend Neuro, Inc. disclosed in an 8-K that on July 31, 2026 it signed a Securities Purchase Agreement with Ault Lending, LLC, described as an affiliate of the company, agreeing to sell the purchaser up to 25,000 shares of newly designated Series D convertible preferred stock.¹ The agreement allows for total purchases of up to $25 million in shares of Series D Convertible Preferred Stock across one or more closings.¹

At signing, the company sold 7,500 preferred shares to the purchaser for $7.5 million in the initial tranche closing.¹ The agreement also calls for an additional $2.5 million purchase at a second tranche closing, plus a right for the purchaser to buy up to $15 million more in later tranches.¹

Each preferred share carries a stated value of $1,050 and does not accrue dividends.¹ Conversion terms set the conversion price at the greater of a $0.2668 floor price or 80% of the lowest closing bid price over the five trading days before conversion, capped at a $2.00 maximum price.¹

Separately, the filing addresses a Nasdaq listing issue. On July 20, 2026, the company informed Nasdaq that it was out of compliance with the exchange's requirement that a majority of the board consist of independent directors, under Listing Rule 5605(b)(1).¹ The lapse followed the death of director Lynne Fahey McGrath, M.P.H., Ph.D., who had served as an independent director and passed away on July 20, 2026.¹ As a result, the board now has six members, only three of whom qualify as independent.¹

Nasdaq responded with a July 29, 2026 letter acknowledging the noncompliance and granting a cure period running until the earlier of the company's next annual meeting or July 20, 2027, though compliance must be shown by January 18, 2027 if the annual meeting occurs before that date.¹ The company said the letter has no immediate effect on the listing or trading of its common stock, which continues under the ticker "ALZN."¹