aibioAlzamend Neuro issues 243,429 shares on Series B preferred conversions
Tickers ALZN
Alzamend Neuro (Nasdaq: ALZN) issued 243,429 common shares between July 23 and July 30, 2025 on conversion of Series B Convertible Preferred Stock. It had 3,139,861 common shares outstanding on July 30.
Key facts
- Company
- Alzamend Neuro, Inc. (NASDAQ: ALZN)
- News type
- Financings
- Primary source
- Alzamend Neuro, Inc. Form 8-K filed August 1, 2025 (SEC EDGAR)
Alzamend Neuro, Inc. (Nasdaq: ALZN) issued an aggregate of 243,429 shares of common stock between July 23, 2025 and July 30, 2025 upon conversion of approximately 564.76 shares of its Series B Convertible Preferred Stock. The company reported the issuance in a Form 8-K filed August 1, 2025 under Item 3.02, the item for unregistered sales of equity securities. As of July 30, 2025, it had 3,139,861 shares of common stock outstanding.
What the filing says
The shares have a par value of $0.0001 per share. The filing says they were issued in reliance on the exemption from registration requirements under Section 4(a)(2) of the Securities Act, meaning they were issued without a registration statement.
Holders of Series B Convertible Preferred Stock converted those shares and received common stock. Converting preferred stock into common stock adds to the number of common shares outstanding. The 8-K gives both figures: 243,429 new common shares, and 3,139,861 shares outstanding as of July 30, 2025. It does not name the holders, give a conversion price or say how many preferred shares remain. Executive Vice President and General Counsel Henry Nisser signed the 8-K on August 1, 2025.
The company and its programs
Alzamend describes itself in its Form 10-K filed July 22, 2025 as a clinical-stage biopharmaceutical company developing products for Alzheimer's disease, bipolar disorder, major depressive disorder and post-traumatic stress disorder. It has two product candidates and, in its words, has not initiated or completed a pivotal clinical trial or obtained marketing approval for either. Its fiscal year ends April 30.
The first, AL001, is a patented ionic cocrystal delivering a therapeutic combination of lithium, salicylate and proline. The 10-K says it completed a Phase I trial in March 2022 and a Phase IIA multiple ascending dose trial, with full data announced in October 2024. That trial identified a maximum tolerated dose of lithium at a lithium carbonate equivalent dose of 240 mg 3-times daily. The company's claim that AL001 prevented cognitive deficits, depression and irritability rests on preclinical data from mice models.
In August 2024 Alzamend announced a partnership with Massachusetts General Hospital and Harvard Medical School for five Phase II imaging trials comparing brain lithium levels with a commonly marketed lithium salt. The 10-K says the first patient was dosed in May 2025, the bipolar trial is expected to start in the fourth quarter of 2025, the trials in major depressive disorder and PTSD in the first quarter of 2026, and Alzheimer's in the second quarter of 2026. Phase III trials would come only after those five studies.
The second, ALZN002, is a cell-based therapeutic vaccine in a Phase I/IIA trial of 20-30 subjects with mild to moderate dementia. In February 2024 its contract research organization, Biorasi, LLC, told the company it was terminating the contract, and the 10-K says the company is pursuing a replacement. Both candidates are licensed from the University of South Florida Research Foundation, Inc.
Going concern and other risks
The 10-K says the company's independent registered public accounting firm has issued a going concern opinion on the financial statements for the year ended April 30, 2025, expressing substantial doubt that it can continue as an ongoing business because it lacks capital to fund operations. The report says the company has recurring losses from operations and negative cash flows and depends on additional financing. The company has no source of near-term revenue.
The cover page puts the market value of shares held by non-affiliates at approximately $8.2 million, based on the closing price on October 31, 2024. The risk factors also list continued Nasdaq Capital Market listing requirements and a material weakness in internal control over financial reporting.
People named in the 10-K
The 10-K was signed by Stephan Jackman as Chief Executive Officer and Director and David J. Katzoff as Chief Financial Officer. Its signature page lists William B. Horne as Chairman of the Board and Milton C. Ault III as Vice Chairman of the Board, and directors Mark Gustafson, Lynne Fahey McGrath, Andrew H. Woo and Jeffrey Oram.