Alzamend Neuro (ALZN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for October 19, 2026, in a virtual-only format, with shareholders able to vote online or by proxy in advance or during the meeting.

• Key agenda items include electing six directors, ratifying the auditor, approving conversion of Series D preferred stock, and potential adjournment for further proxy solicitation.

• The Board recommends voting in favor of all proposals and outlines detailed voting procedures for both record and beneficial owners.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying Haskell & White LLP as auditor, approving Series D preferred stock conversion (up to $25M), and authorizing adjournment if needed.

• The Series D conversion requires shareholder approval to exceed 19.99% of outstanding common stock, as per Nasdaq Rule 5635.

• The Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2028 meeting must be submitted 120 days before the mailing date of the 2027 proxy statement.

Board of directors and corporate governance

• Six nominees for director are all current board members, with diverse backgrounds in finance, law, operations, and investment.

• The Board has three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The company is temporarily out of compliance with Nasdaq's independent director requirement due to a director's passing, with a cure deadline of January 18, 2027.

• Board meetings and committee attendance exceeded 75% for all directors in FY2026.