What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-07-19 compared with 2021-07-29 · 24 added, 504 removed, 14 unchanged (97% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY

Market Information

Our common stock is listed on The NASDAQ Capital Market under the symbol

The following table sets forth our high and low sale prices per share of our common stock as reported by www.nasdaq.com on the NASDAQ

Capital Market from June 15, 2021 through the date indicated below.

Fiscal Year Ending April 30, 2022

First Quarter of 2022 through July 28, 2021

July 28, 2021, the last sales price per share of our common stock was $5.22.

Our common stock began trading

on The NASDAQ Capital Market under the symbol “ALZN” on June 15, 2021.

Prior to that date, there was no public trading market

for our common stock.

Holders of Record

As of July 19, 2022, there were approximately

133 stockholders of record of our common stock.

The actual number of stockholders is greater than this number of record holders and includes

stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

This number of holders

of record also does not include stockholders whose shares may be held in trust or by other entities.

Dividend Policy

9 unchanged sentences

Equity Compensation Information

information required by this item regarding equity compensation plans is incorporated by reference to the information set forth in Item 13

of this Annual Report on Form 10-K.

The information

required by this item regarding equity compensation plans is incorporated by reference to the information set forth in Item 12 of

this Annual Report on Form 10-K.

Recent Sales of Unregistered Securities

Not applicable.

April 26, 2022, we issued and sold 2,666,667 shares of our common stock to Digital Power Lending, LLC (“DPL”) for $4 million,

or $1.50 per share, and issued to DPL warrants to acquire 1,333,333 shares of its common stock with an exercise price of $3.00 per share

pursuant to the March 12, 2021 securities purchase agreement.

Use of Proceeds

June 14, 2021, our Registration Statement on Form S-1 (file No.

333-255955) was declared effective by the SEC for our initial public offering

of common stock, or IPO.

On June 17, 2021, we sold an aggregate of 2,875,000 shares of common stock, including 375,000 shares pursuant

to the underwriter’s exercise of their option to purchase additional shares, each at an offering price of $5.00 per share, for aggregate

gross proceeds of approximately $14.4 million.

After deducting underwriting discounts, commissions and offering costs incurred by us of

approximately $1.1 million, the net proceeds from the offering were approximately $13.3 million.

The sole managing underwriter for the

offering was Spartan Capital Securities, LLC.

No offering costs were paid or are payable, directly or indirectly, to our directors or

officers, to persons owning 10% or more of any class of our equity securities, or to any of our affiliates.

There has been no material change in the expected use of the net proceeds

from our IPO as described in our final prospectus filed with the SEC on June 15, 2021.

Upon receipt, the net proceeds from our IPO were

held in cash, cash equivalents and short-term investments.

As of April 30, 2021, we did not use any of the net proceeds from the IPO,

as the reporting period ended prior to the date of the IPO.

Pending such uses, we plan to continue investing the unused proceeds from

the IPO in fixed, non-speculative income instruments and money market funds.

SELECTED FINANCIAL DATA.

As a Smaller Reporting Company,

we are electing to follow scaled disclosure reporting obligations and therefore are not required to provide the information requested

by this Item.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion

and analysis of our financial condition and results of our operations together with our financial statements and the notes thereto appearing

elsewhere in this Annual Report.

This discussion contains forward-looking statements reflecting our current expectations, whose actual

outcomes involve risks and uncertainties.

Actual results and the timing of events may differ materially from those stated in or implied

by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors”

and “Special Note Regarding Forward-Looking Statements,”

and elsewhere in this Annual Report.

We were incorporated on February

26, 2016 as Alzamend Neuro, Inc.

under the laws of the State of Delaware.

We were formed to acquire and commercialize patented intellectual

property and know-how to prevent, treat and cure the crippling and deadly Alzheimer’s.

Existing Alzheimer’s treatments only

temporarily relieve symptoms but do not slow or halt the underlying worsening of the disease.

We have developed a novel approach in an

attempt to combat Alzheimer’s through immunotherapy.

Critical Accounting Policies and Estimates

Research and Development

Research and development costs are expensed as incurred.

Research and development costs consist of scientific consulting

fees and lab supplies, as well as fees paid to other entities that conduct certain research and development activities on behalf of our

We have acquired and may continue

to acquire the rights to develop and commercialize new product candidates from third parties.

The upfront payments to acquire license,

product or rights, as well as any future milestone payments, are immediately recognized as research and development expense provided that

there is no alternative future use of the rights in other research and development projects.

Stock-Based Compensation.

We maintain a stock-based compensation plan as a long-term incentive for employees, non-employee directors and consultants.

plan allows for the issuance of incentive stock options, non-qualified stock options, restricted stock units, and other forms of equity

We recognize stock-based compensation

expense for stock options on a straight-line basis over the requisite service period and account for forfeitures as they occur.

Our stock-based

compensation costs are based upon the grant date fair value of options estimated using the Black-Scholes option pricing model.

extent any stock option grants are made subject to the achievement of a performance-based milestone, management evaluates when the achievement

of any such performance-based milestone is probable based on the relative satisfaction of the performance conditions as of the reporting

The Black-Scholes option pricing

model utilizes inputs which are highly subjective assumptions and generally require significant judgment.

These assumptions include:

Fair Value of Common Stock.

the subsection titled “–

Common Stock Valuations”

Risk-Free Interest Rate.

The risk-free

interest rate is based on the U.S.

Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected

term of the option.

Expected Volatility.

do not have an extensive trading history for our common stock, the expected volatility was estimated based on the average volatility for

comparable publicly traded life sciences companies over a period equal to the expected term of the stock option grants.

The comparable

companies were chosen based on the similar size, stage in life cycle or area of specialty.

We will continue to apply this process until

a sufficient amount of historical information regarding the volatility of our own stock price becomes available.

Expected Term.

The expected term

represents the period that the stock-based awards are expected to be outstanding and is determined using the simplified method (based

on the mid-point between the vesting date and the end of the contractual term), as we do not have sufficient historical data to use any

other method to estimate expected term.

Expected Dividend Yield.

We have never paid dividends on our

common stock and have no plans to pay dividends on our common stock.

Therefore, we used an expected dividend yield of zero.

Certain of such assumptions

involve inherent uncertainties and the application of significant judgment.

As a result, if factors or expected outcomes change and we

use significantly different assumptions or estimates, our stock-based compensation could be materially different.

Common Stock Valuations.

Prior to our initial public offering in June 2021, there was no public market for our common stock, and, as a result, the fair

value of the shares of common stock underlying our share-based awards was estimated on each grant date by our Board of Directors.

the fair value of our common stock underlying option grants, our Board of Directors considered, among other things, input from management,

and our Board of Directors’

assessment of additional objective and subjective factors that it believed were relevant, and factors

that may have changed from the date of the most recent valuation through the date of the grant.

These factors included, but were not limited

our results of operations and financial position, including our levels of

available capital resources;

our stage of development and material risks related to our business;

progress of our research and development activities;

our business conditions and projections;

the valuation of publicly traded companies in the life sciences and biotechnology

sectors, as well as recently completed mergers and acquisitions of peer companies;

the lack of marketability of our common stock as a private company;

the prices at which we sold shares of our common stock to outside investors

in arms-length transactions;

the likelihood of achieving a liquidity event for our security holders, such

as an initial public offering or a sale of our company, given prevailing market conditions;

trends and developments in our industry;

external market conditions affecting the life sciences and biotechnology

industry sectors.

Following the closing of our

initial public offering, our Board of Directors will determine the fair market value of our common stock based on the closing price of

our common stock as reported on the date of grant.

Emerging Growth Company

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to

the enactment of the JOBS Act, until such time as those standards apply to private companies.

The Company has elected to use this extended

transition period for complying with new or revised accounting standards that have different effective dates for public and private companies

until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the

extended transition period provided in the JOBS Act.

As a result, these financial statements may not be comparable to companies that comply

with the new or revised accounting pronouncements as of public company effective dates.

Plan of Operations

Our plan of operations is currently focused on the development of both

our therapeutic candidates which are at different stages of development.

We submitted an IND application for AL001 to the FDA on June

On July 28, 2021, the FDA responded to our IND that we are safe to proceed and we will be able to commence Phase I clinical

trials in humans.

We have an additional preclinical

candidate for Alzheimer’s, AL002, which has transitioned from early-stage development to an extensive program of preclinical study

and evaluation, which was completed on May 31, 2021 and was followed by a comprehensive report prepared by Charles River Laboratories,

Inc., an independent preclinical service provider, received on July 23, 2021.

Our preclinical program included a toxicologic evaluation,

histopathology study and brain beta amyloid analysis and, after we received additional financing in March 2021, was expanded to include

an immunoglobulin analysis and biodistribution study.

In November 2018, we adopted

a Charter for our Scientific Advisory Board and have appointed two members, Dr.

Thomas Wisniewski (Director of the NYU Pearl I.

Center for Memory Evaluation and Treatment) and Dr.

Eric McDade (Associate Director of the Dominantly Inherited Alzheimer Network Trials

Unit (“DIAN-TU”)).

The Scientific Advisory Board members have clinical specializations, including extensive experience with

Alzheimer’s and other neurological diseases.

We intend to rely on this advisory group of experts to help guide our therapies through

the related scientific and manufacturing initiatives.

The continuation of our current

plan of operations with respect to completing our IND application and beginning the series of human clinical trials for each of our therapeutics

requires us to raise additional capital to fund our operations.

Because our working capital

requirements depend upon numerous factors, including the progress of our preclinical and clinical testing, timing and cost of obtaining

regulatory approvals, changes in levels of resources that we devote to the development of manufacturing and marketing capabilities, competitive

and technological advances, status of competitors, and our ability to establish collaborative arrangements with other organizations, we

will require additional financing to fund future operations.

Results of Operations

Year Ended April 30, 2021 Compared to Year Ended April 30, 2020

The following table summarizes

the results of our operations for the year ended April 30, 2021 and 2020.

For the Year Ended April 30,

OPERATING EXPENSES

Research and development

General and administrative

Total operating expenses

Loss from operations

OTHER INCOME (EXPENSE), NET

Gain on extinguishment of debt

Interest expense

Interest expense - related party

Interest income - related party

Total other income (expense), net

$ (5,046,567 )

$ (4,410,236 )

Basic and diluted net loss per common share

Basic and diluted weighted average common

shares outstanding

We were formed on February

26, 2016 to acquire and commercialize patented intellectual property and know-how to prevent, treat and cure the crippling and deadly

disease, Alzheimer’s.

We currently have only two product candidates, AL001 and AL002.

These products are in the preclinical stage

of development and will require extensive clinical study, review and evaluation, regulatory review and approval, significant marketing

efforts and substantial investment before either or both of them, and any respective successors, will provide us with any revenue.

did not generate any revenues during the year ended April 30, 2021 and 2020, and we do not anticipate that we will generate revenue for

the foreseeable future.

General and administrative expenses

General and administrative

expenses for the year ended April 30, 2021 and 2020 were $3.6 million and $3.4 million, respectively.

As reflected in the table below,

general and administrative expenses primarily consisted of the following expense categories:

stock compensation expense, professional

fees, as well as salaries and benefits.

The remaining general and administrative expenses of $166,000 and $120,000, respectively, primarily

consisted of payments for advertising and promotion, transfer agent fees, travel, and other office expenses, none of which is significant

individually.

For the Year Ended April 30,

Stock compensation expense

Professional fees

Salary and benefits

Other general and administrative expenses

Total general and administrative expenses

Stock compensation expense

During the year ended April

30, 2021 and 2020, we incurred general and administrative stock compensation expense of $2.3 million and $1.9 million, respectively,

related to stock option grants to executives, employees and consultants as well as shares issued for services to Spartan Capital.

option grants are granted at the per share fair value on the grant date.

Vesting of options differs based on the terms of each option.

We valued the options at their date of grant utilizing the Black Scholes option pricing model.

We valued the shares issued for services

at their intrinsic value on the date of issuance.

Stock-based compensation is a non-cash expense because we settle these obligations by

issuing shares of our common stock from authorized shares instead of settling such obligations with cash payments.

Professional fees

The second largest component

of our general and administrative expenses is professional fees.

During the year ended April 30, 2021 and 2020, we reported professional

fees of $700,000 and $861,000, respectively, which are principally comprised of the following items:

Year Ended April 30, 2021

In June 2017, we entered into a five-year consulting agreement with Spartan

Capital pursuant to which Spartan Capital has agreed to provide consulting services with respect to general corporate matters, including,

but not limited to, advice and input with respect to raising capital, potential merger and acquisition transactions, identifying suitable

personnel for management, developing corporate structure and finance strategies, assisting us with strategic introductions, assisting

management with enhancing corporate and shareholder value and introducing us to potential investors.

In December 2017, since the maximum

amount was raised in the prior private placement, we paid to Spartan Capital a consulting fee of $1.4 million for the services to

be rendered over the 60-month term of this consulting agreement.

During the year ended April 30, 2021, we recorded an expense of $280,000

as a result of this consulting agreement.

In June 2019, we entered into an uplisting agreement with Spartan Capital

pursuant to which Spartan Capital has agreed to provide consulting services with respect to an IPO, merger, acquisition or sale of stock

or assets, joint venture, strategic alliance or other similar transaction.

We paid to Spartan Capital a consulting fee of $475,000 and

issued Spartan 500,000 shares of our common stock for the services to be rendered over the 24-month term of the uplisting agreement.

the year ended April 30, 2021, we recorded an expense of $263,000 as a result of this consulting agreement.

The uplisting agreement was

terminated on March 3, 2021.

During the year ended April 30, 2021, we incurred $26,000 in legal fees.

During the year ended April 30, 2021, we incurred $125,000 in audit fees.

Year Ended April 30, 2020

In June 2017, we entered into a five-year consulting agreement with Spartan

Capital pursuant to which Spartan Capital agreed to provide consulting services with respect to general corporate matters, including,

but not limited to, advice and input with respect to raising capital, potential merger and acquisition transactions, identifying suitable

personnel for management, developing corporate structure and finance strategies, assisting us with strategic introductions, assisting

management with enhancing corporate and shareholder value and introducing us to potential investors.

In December 2017, since the maximum

amount was raised in a prior private placement, we paid to Spartan Capital a consulting fee of $1.4 million for the services to be rendered

over the five-year term of this consulting agreement.

During the year ended April 30, 2020, we recorded an expense of $280,000 in

connection with this consulting agreement.

In June 2019, we entered into a two-year uplisting agreement with Spartan

Capital pursuant to which Spartan Capital agreed to provide consulting services with respect to a potential public offering.

under this agreement consisted of a cash payment in the amount of $475,000 and the issuance of 500,000 shares of our common stock.

are amortizing the cost of these services over the two-year term of the uplisting agreement.

During the year ended April 30, 2020,

we recorded an expense of $104,000 in connection with the uplisting agreement.

The uplisting agreement was terminated on March 3, 2021.

During the year ended April 30, 2020, we incurred $244,000 in legal fees.

During the year ended April 30, 2020, we incurred $76,000 in audit fees.

Salaries and Benefits

During the year ended April

30, 2021 and 2020, we incurred $452,000 and $427,000, respectively, in employee-related expenses.

As of April 30, 2021, we had one full-time

and three part-time employees.

We appointed Stephan Jackman, who is a full-time employee, as Chief Executive Officer as of November 30,

2018, Kenneth S.

Cragun as Chief Financial Officer on December 15, 2018, and Henry C.W.

Nisser as Executive Vice President and General

Counsel on May 1, 2019.

Research and development expenses

Research and development expenses for the year ended April 30, 2021

and 2020, were $1.3 million and $1.1 million, respectively.

As reflected in the table below, research and development expenses primarily

consisted of professional fees, licenses and fees, as well as stock compensation expense.

For the Year Ended April 30,

Professional fees

Licenses and fees

Stock compensation expense

Total research and development expenses

Licenses and fees

There are certain initial

license fees and milestone payments required to be paid to the University of South Florida and the USF Research Foundation, for the licenses

of the technologies, pursuant to the terms of the License Agreement with Sublicensing Terms (the “License Agreement”) with

the Licensor and a direct support organization of the University.

During the year ended April

30, 2021, we incurred $50,000 in license fees related to achieving the milestone of conducting pre-IND discussions with the FDA regarding

AL001 under the new license agreements entered into on June 10, 2020 for the treatment of neurodegenerative diseases excluding Alzheimer’s

and for the treatment of psychiatric diseases/disorders.

During the year ended April

30, 2020, we incurred $50,000 in license fees related to achieving the milestone of conducting pre-IND discussions with the FDA regarding

Professional fees

During the year ended April

30, 2021 and 2020, we reported professional fees of $1.2 million and $709,000, respectively, which are principally comprised of professional

fees attributed to various types of scientific services, including FDA consulting services.

The increase relates to professional fees

incurred related to AL001 chemistry, manufacturing and controls.

Stock compensation expense

During the year ended April

30, 2021 and 2020, we incurred $87,000 and $309,499, respectively, in research and development stock compensation expense related to stock

option grants to consultants.

All option grants are granted at the per share fair value on the grant date.

Vesting of options differs

based on the terms of each option.

We valued the options at their date of grant utilizing the Black Scholes option pricing model.

compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock from authorized shares instead

of settling such obligations with cash payments.

Other income (expense), net

Gain on extinguishment of debt

In May 2020, we received loan

proceeds in the amount of $62,000 under the Paycheck Protection Program (“PPP”).

The PPP, established as part of the Coronavirus

Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times

of the average monthly payroll expenses of the qualifying business.

The loans and accrued interest are forgivable after the earlier of

(i) 24 weeks after the loan disbursement date and (ii) December 31, 2020 as long as the borrower uses the loan proceeds for eligible purposes,

including payroll, benefits, rent and utilities, and maintains its payroll levels.

We used the proceeds for purposes

consistent with the PPP.

In December 2020, we met the conditions and received forgiveness of the loan and recorded the benefit as a gain

on extinguishment of debt.

Interest expense

Interest expense was $142,000

for the year ended April 30, 2021 related to the convertible promissory note issued in August 2020 including non-cash interest expense

of $124,000 recorded from the amortization of debt discount.

Interest expense –

related party

Interest expense –

party was $16,000 for the year ended April 30, 2021 related to the convertible promissory note –

related party issued in August

2020 including non-cash interest expense of $14,000 recorded from the amortization of debt discount.

Interest income –

related party

During the year ended April

30, 2021 and 2020, we reported interest income, related party of $2,000 and $14,000, respectively, relating to a promissory note from

Current and deferred income taxes

As of April 30, 2021 and 2020,

we had deferred tax assets, prior to valuation allowance, of $4,354,645 and $2,844,294, respectively.

We considered the scheduled reversal

of deferred tax items, historic generation of taxable losses, projected future taxable losses, available tax planning strategies, and

other factors in determining whether the Company will realize its deferred tax assets.

Based on available evidence, we believe it is not

more likely than not that the Company’s deferred tax assets will be realized.

Accordingly, we maintain a full valuation allowance

and did not record an income tax benefit during the years ended April 30, 2021 and 2020.

Liquidity and Capital Resources

The accompanying financial

statements have been prepared on the basis that our company will continue as a going concern.

As of April 30, 2021, we had cash of $1.9

million and an accumulated deficit of $16.8 million.

We have incurred recurring losses and reported losses for the year ended April 30,

2021 totaling $5.0 million.

In the past, we have financed our operations principally through issuances of promissory notes and equity

In March of 2021, the Company

entered into a securities purchase agreement with Digital Power Lending, a California limited liability company and wholly owned subsidiary

of Ault Global, or DPL, pursuant to which the Company agreed to sell an aggregate of 6,666,667 shares of its common stock for an aggregate

of $10 million, or $1.50 per share, which sales will be made in tranches.

On March 9, 2021, DPL paid $4 million, less the $1.8 million

in advances and the surrender for cancellation of the $50,000 convertible promissory note, each as described below, for an aggregate of

2,666,667 shares of the Company’s common stock.

According to the securities purchase agreement, DPL will purchase an additional

(i) 1,333,333 shares of the Company’s common stock once the FDA shall have approved the Company’s IND for the Company’s

phase 1a clinical trials for a purchase price of $2 million, and (ii) 2,666,667 shares of the Company’s common stock once the Company

has completed these phase 1a clinical trials for a purchase price of $4 million.

The Company further agreed to issue DPL warrants to purchase

a number of shares of its common stock equal to 50% of the shares of common stock purchased under the securities purchase agreement at

an exercise price of $3.00 per share.

Finally, the Company agreed that for a period of eighteen months following the date of the payment

of the final tranche of $4 million, DPL will have the right to invest an additional $10 million on the same terms, except that no specific

milestones have been determined with respect to the additional $10 million as of the date of this Annual Report.

On June 17, 2021 we announced

the closing of our initial public offering of 2,500,000 shares of our common stock and full exercise of the underwriter’s over-allotment

option to purchase 375,000 additional shares of our common stock at a price to the public of $5.00 per share.

The gross proceeds from

the offering to our company, before deducting the underwriting discounts and estimated offering expenses, were approximately $14.4 million.

Our common stock is listed on The Nasdaq Capital Market under the ticker symbol “ALZN”.

We expect to continue to incur

losses for the foreseeable future and needs to raise additional capital until we are able to generate revenues from operations sufficient

to fund our development and commercial operations.

However, based on our current business plan, we believe that our cash and cash equivalents

at April 30, 2021, together with the funds received from our June 2021 initial public offering, are sufficient to meet our anticipated

cash requirements during the twelve-month period subsequent to the issuance of the financial statements included in this Annual Report.

Impact of Coronavirus on Our Operations

In March 2020, the World Health

Organization declared the outbreak of COVID-19 as a pandemic which continues to spread throughout the United States and the world.

are monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its

spread, and its impact on our operations, financial position, cash flows, supply chains, and the industry in general, in addition to the

impact on our employees.

Due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and its

impact on our operations and liquidity is uncertain as of the date of this Annual Report.

The continuing presence of

COVID-19 has adversely impacted our business.

Our drug development and manufacturing activities for A001 were delayed by eight weeks due

to a shutdown at our third-party manufacturing facility during the months of March to May 2020, which resulted in about a one month overall

delay in our clinical protocol development and IND development and submission as a result of a lack of labor and equipment.

COVID-19 also

delayed our nonclinical studies for AL002 by 12 weeks during the months of March to May 2020 due to shutdowns at our third-party lab facilities

where we were not granted access to perform research.

Moreover, COVID-19 has affected our ability to raise capital due to uncertain capital

We continue to assess and monitor our business operations and system supports and the impact COVID-19 may continue to have on

our operations and financial condition, but there can be no assurance that this analysis will enable us to avoid part or all of any impact

from the spread of COVID-19 or its consequences, including downturns in business sentiment generally or in our sector in particular.

Our operations are located in Orange County, CA and Tampa, FL, and

certain members of our senior management work in Atlanta, GA and New York, NY.

We have been following the recommendations of local health

authorities to minimize exposure risk for our employees, including the temporary closures of our offices where certain of our employees

work and having employees work remotely to the extent possible, has not negatively impacted their efficiency.

Currently, we and our third-party

facilities are working closely to pre-COVID-19 levels and expect normal operations for the balance of the calendar year.

Contractual Obligations

On May 1, 2016, we entered

into a Standard Exclusive License Agreement for AL002 with Sublicensing Terms with the University of South Florida Research Foundation,

Inc., as licensor, pursuant to which the licensor granted us a royalty bearing exclusive worldwide license limited to the field of Alzheimer’s

Immunotherapy and Diagnostics, under United States Patent No.

8,188,046, entitled “Amyloid Beta Peptides and Methods of Use,”

filed April 7, 2009 and granted May 29, 2012.

In addition to royalty payments

of 4% on net sales of products developed from the licensed technology, we were required to pay a license fee of $100,000 on June 25, 2016,

and December 31, 2016.

As an additional licensing fee for the license of the AL001 technologies, the licensor received 2,227,923 shares

of our common stock.

Additionally, we are required to pay milestone payments on the due dates to the licensor for the license of the technology,

Original AL001 License:

Pre-IND meeting

IND application filing

12 months from IND filing date

Upon first dosing of patient in a clinical trial

12 months from first patient dosing

Upon completion of first clinical trial

24 months from completion of the first clinical trial

Upon first patient treated in a Phase III clinical trial

8 years from the effective date of the agreement

Upon FDA Approval

AL002 License:

January 1, 2022

Upon IND application filing

12 months from IND application filing date

Upon first dosing of patient in first Phase I clinical trial

12 months from first patient dosed in Phase I

Upon completion of first Phase I clinical trial

24 months from completion of first Phase I clinical trial

Upon completion of first Phase II clinical trial

12 months from completion of the first Phase II clinical trial

Upon first patient treated in a Phase III clinical trial

7 years from the effective date of the agreement

Upon FDA BLA approval

We have met the Pre-IND meeting

and IND application filing milestones encompassing AL001.

If we fail to meet a milestone by its specified date, the licensor may terminate

the license agreement.

The licensor was also granted

a preemptive right to acquire such shares or other equity securities that may be issued from time to time by us while the licensor remains

the owner of any equity securities of our company.

There are certain license

fees and milestone payments required to be paid pursuant to the terms of the Standard Exclusive license agreements with Sublicensing Terms,

both effective July 2, 2018, (the “AL001 license agreements”) with the licensor and the University of South Florida.

a royalty payment of 3% is required pursuant to License #18110 while License #1811 requires a royalty payment of 1.5% on net sales of

products developed from the licensed technology.

For the two AL001 licenses, in the aggregate, we were required to pay initial license

fees of $50,000 no later than July 31, 2018, and $150,000 no later than October 31, 2018.

As an additional licensing fee, the licensor

is entitled to receive that number of shares of our common stock equal to 3% of the sum of the total number of issued and outstanding

Additionally, we are required to pay milestone payments on the due dates to the licensor for the license of the technology, as

Additional AL001 Licenses:

Upon first pre-IND meeting

Pre-IND meeting

December 31, 2022

IND application filing

12 months from IND filing date

Upon first dosing of patient in a clinical trial

12 months from first patient dosing

Upon completion of first clinical trial

36 months from completion of the first Phase II clinical trial

Upon first patient treated in a Phase III clinical trial

August 1, 2029

First commercial sale

Off-Balance Sheet Arrangements

We do not have any off-balance

sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Recent Accounting Standards

For information about recent

accounting pronouncements that may impact our financial statements, please refer to Note 3 of Notes to Financial Statements under the

heading “Recent Accounting Standards.”

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

we are a smaller reporting company, this section is not applicable.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

financial statements required by this Item 8 are included in this Annual Report following Item 16 hereof.

As a smaller reporting company,

we are not required to provide supplementary financial information.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

June 15, 2021, we issued and sold 2,875,000 shares of our common stock in the initial public offering (“IPO”) at a public

offering price of $5.00 per share, resulting in net proceeds of $12.9 million after deducting underwriting discounts and commissions and

offering expenses paid by us.

has been no material change in our planned use of the net proceeds from our IPO as described in our final prospectus filed pursuant to

Rule 424(b)(4) under the Securities Act with the SEC.

As of April 30, 2022, we have used $6.8 million of the net proceeds from the IPO.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity