M&A - Alzamend Neuro, Inc.

Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000121465925003658

Filing Summary: On February 28, 2025, Alzamend Neuro, Inc. entered into a Securities Purchase & Exchange Agreement with a sophisticated investor. The agreement involves the exchange of 97.7511 shares of Series A Convertible Preferred Stock for an equal number of Series C Convertible Preferred Stock. Additionally, the Company will sell up to 500 shares of Series C Convertible Preferred Stock and warrants for a total purchase price up to $5,000,000 with a 5% discount. The transactions will happen through eight Tranche Closings, with the first tranche comprising the exchange of the preferred shares. The Purchaser will receive warrants to purchase 1,000,000 shares of Common Stock and will also cancel previous warrants for 640,000 shares. The agreement outlines specific terms including conversion rights, voting rights, dividend rights, liquidation rights of the Series C Preferred Stock, and details related to warrants. The potential for the transaction is subject to regulatory and stockholder approval, especially regarding the issuance of an aggregate number of shares exceeding 19.99% of outstanding Common Stock. Various termination provisions based on performance timelines are included in the agreement. Exhibits related to the agreement, including the Certificate of Designations and Warrants, are also filed with this report.

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