Current Report Filing (8-k)
29 June 2022 - 6:31AM
Edgar (US Regulatory)
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0001677077
2022-06-28
2022-06-28
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xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): June
28, 2022
ALZAMEND NEURO, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40483 |
|
81-1822909 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
3500 Lenox Rd. NE, Suite 1500, Atlanta, GA 30326
(Address of principal executive offices) (Zip Code)
(844) 722-6333
(Registrant's telephone number, including area
code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.0001 par value |
|
ALZN |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.01 | Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On June 22, 2022, Alzamend
Neuro, Inc. (the “Company”) received a notice in the form of a letter (“Deficiency Letter”) from the Listing Qualifications
Staff of the Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s
common stock had closed below $1.00 per share for the previous 30 consecutive business days.
In accordance with Nasdaq
listing rule 5810(c)(3)(A), the Company has 180 calendar days, or until December 19, 2022, to regain compliance. The Deficiency Letter
states that to regain compliance, the bid price for the Company’s common stock must close at $1.00 per share or more (the “Minimum
Bid Price”) for a minimum of 10 consecutive business days during the compliance period ending December 19, 2022. In
the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance
period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial
listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price, and provides written notice to Nasdaq of
its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if
it appears to the Nasdaq Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible,
Nasdaq will provide notice to the Company that its common stock will be subject to delisting. At that time, the Company may appeal
any such delisting determination to a Nasdaq hearings panel.
The Deficiency Letter has
no immediate effect on the listing of the Company’s common stock, and the Company’s common stock continues to trade on the
Nasdaq Capital Market under the symbol “ALZN.”
The Company intends to actively
monitor the closing bid price for the Company’s common stock between now and December 19, 2022 and may, if appropriate, evaluate
available options to resolve the deficiency and regain compliance with the Minimum Bid Price requirement. While the Company is exercising
diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain
compliance with the Minimum Bid Price or maintain compliance with the other Nasdaq listing standards.
| Item 9.01 | Financial Statements and Exhibits |
Exhibit No. |
|
Description |
|
|
|
101 |
|
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ALZAMEND NEURO, INC. |
|
|
|
|
Dated: June 28, 2022 |
/s/ Henry Nisser |
|
|
Henry Nisser |
|
|
Executive Vice President and General Counsel |
|
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