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Item 9A. Controls and Procedures

2022-07-19 compared with 2021-07-29 · 1301 added, 1372 removed, 905 unchanged (75% of the section changed)

CONTROLS AND PROCEDURES

of disclosure controls and procedures

disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit

under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized, and reported within the time

periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief

Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the

effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the

end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable

assurance level.

Management’s

annual report on internal control over financial reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm as permitted in this transition period under the rules of

the SEC for newly public companies.

in internal control

were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)

and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including

the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate

misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any

system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must

reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits

of possible controls and procedures relative to their costs.

Moreover, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate

for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial

Evaluation of Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and

current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and

Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure

controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide

only reasonable and not absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management

necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls

may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As of April 30, 2022, we carried

out an evaluation, under the supervision of, and with the participation of, our management, including our principal executive officer

and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to

Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have established disclosure

controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated

to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required

Based upon that evaluation,

our principal executive officer and principal financial officer, with the assistance of other members of the Company's management, have

evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report and has determined that our disclosure

controls and procedures were not effective due to the material weaknesses as described herein.

Management’s Annual Report on Internal

Control Over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations

of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Our management assessed the

effectiveness of our internal control over financial reporting as of April 30, 2022.

In making this assessment, our management used the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated 2013 Framework.

Our management has concluded that, as of April 30, 2022, our internal control over financial reporting was not effective.

A material weakness is a control

deficiency (within the meaning of the Public Company Accounting Oversight Board (United States) Auditing Standard No.

2) or combination

of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements

will not be prevented or detected.

Management has identified the following material weaknesses:

We do not have sufficient resources in our accounting function, which restricts our ability to

perform sufficient reviews and approval of manual journal entries posted to the general ledger and to consistently execute review

procedures over general ledger account reconciliations, financial statement preparation and accounting for non-routine transactions;

Our primary user access controls (i.e., provisioning, de-provisioning, privileged access and user access

reviews) to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the

financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively.

We did not design and/or

implement sufficient controls for program change management to certain financially relevant systems affecting our processes.

Planned Remediation

We are implementing measures

designed to improve our internal control over financial reporting to remediate material weaknesses, including the following:

· Formalizing our internal control documentation

and strengthening supervisory reviews by our management;

· Adding additional accounting

personnel and segregating duties amongst accounting personnel.

Management continues to work

to improve its controls related to our material weaknesses, specifically relating to user access and change management surrounding our

information technology systems and applications.

Management will continue to implement measures to remediate material weaknesses, such

that these controls are designed, implemented, and operating effectively.

The remediation actions include:

(i) enhancing design and documentation

related to both user access and change management processes and control activities;

and (ii) developing and communicating additional policies

and procedures to govern the area of information technology change management.

In order to achieve the timely implementation of the above,

management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis:

· Engaging a third-party specialist to assist management

with improving the Company’s overall control environment, focusing on change management and access controls;

· Implementing new applications and systems that

are aligned with management’s focus on creating strong internal controls.

We are currently working to

improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in

our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures.

These material

weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time

and management has concluded, through testing, that these controls are operating effectively.

Despite the existence of these

material weaknesses, we believe that the consolidated financial statements included in the period covered by this Annual Report on Form

10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented

in conformity with U.S.

generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

During the fourth fiscal quarter

of 2022, there were no changes in our internal control over financial reporting which were identified in connection with management’s

evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Directors, Executive Officers and Corporate Governance

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Senior Vice President of Finance

David Katzoff

Chief Operating Officer

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The following information

provides a brief description of the business experience of each executive officer, director and director nominee.

provides a brief description of the business experience of each executive officer and director.

Stephan Jackman joined

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Prior to joining our company, from October 2017 to November 2018,

Jackman was the Chief Operating Officer of Ennaid Therapeutics, an emerging biopharmaceutical company focusing on cures for

mosquito borne infectious diseases such as Zika and Dengue viruses.

Jackman was the Chief Operating Officer of Ennaid Therapeutics, an emerging biopharmaceutical company focusing on cures for mosquito

borne infectious diseases such as Zika and Dengue viruses.

From October 2015 to October 2017, Mr.

Chief Operating Officer of Exit 9 Technologies, a technology startup with a digital platform that connects retailers, publisher and customers.

Additionally, from August 2014 to October 2015, he was an independent project and management consultant assisting startups,

Fortune 500 companies and non-profits with major strategic initiatives.

He has also held positions of increasing responsibility at Novartis

Pharmaceuticals Corporation,

L’Oréal USA,

SBM Management Services and Family Intervention Services.

Jackman holds a Master of Science in Management and a Bachelor of Engineering

in Mechanical Engineering from Stevens Institute of Technology.

Jackman’s 15 years of experience in life sciences

and growth companies, day-to-day operational leadership of our company and in-depth knowledge of our drug candidates make him well qualified

as a member of the Board.

Jackman was Chief Operating

Officer of Exit 9 Technologies, a technology startup with a digital platform that connects retailers, publishers and customers.

Additionally,

from August 2014 to October 2015, he was an independent project and management consultant assisting startups, Fortune 500 companies

and non-profits with major strategic initiatives.

He has also held positions of increasing responsibility at Novartis Pharmaceuticals

Corporation, L’Oréal USA, SBM Management Services and Family Intervention Services.

Jackman holds a Master of Science

in Management and a Bachelor of Engineering in Mechanical Engineering from Stevens Institute of Technology.

Jackman’s 15 years

of experience in life sciences and growth companies, day-to-day operational leadership of our company and in-depth knowledge of our drug

candidates make him well qualified as a member of the Board.

served as our Executive Vice President and General Counsel on a part-time basis since May 2019.

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Nisser has served as the Executive Vice President and General Counsel

of Ault Global and as one of its directors since September 2020;

he became Ault Global’s President on January 12, 2021.

Nisser is the Executive Vice President and General Counsel of Avalanche.

of BitNile and as one of its directors since September 2020;

he became BitNile’s President on January 12, 2021.

February 2021, Mr.

Nisser has served as the President, General Counsel and a director of Ault Disruptive Technologies Corporation, a publicly

traded special purpose acquisition company (“Ault Disruptive”).

Nisser is the Executive Vice President and General

Counsel of Avalanche.

From October 2011 through April 2019, Mr.

was an associate and subsequently a partner with Sichenzia Ross Ference LLP, a law firm in New York.

While with this law firm, his practice

was concentrated on national and international corporate law, with a particular focus on U.S.

securities compliance, public as well as

private M&A, equity and debt financings and corporate governance.

Nisser drafted and negotiated a variety of agreements related

to reorganizations, share and asset purchases, indentures, public and private offerings, tender offers and going private transactions.

Nisser is fluent in French and Swedish, as well as conversant in Italian.

Nisser was an associate and subsequently a partner with

Sichenzia Ross Ference LLP, a law firm in New York.

While with this law firm, his practice was concentrated on national and international

corporate law, with a particular focus on U.S.

securities compliance, public as well as private M&A, equity and debt financings and

corporate governance.

Nisser drafted and negotiated a variety of agreements related to reorganizations, share and asset purchases,

indentures, public and private offerings, tender offers and going private transactions.

Nisser is fluent in French and Swedish,

as well as conversant in Italian.

Nisser received his B.A.

degree from Connecticut

College, where he majored in International Relations and Economics.

degree from Connecticut College, where he majored in International

Relations and Economics.

He received his LL.B.

from University of Buckingham School of Law

in the United Kingdom.

from University of Buckingham School of Law in the United Kingdom.

We believe that Mr.

Nisser’s extensive legal experience involving complex transactions and comprehensive

knowledge of securities laws and corporate governance requirements applicable to listed companies give him the qualifications and skills

to serve as one of our directors.

extensive legal experience involving complex transactions and comprehensive knowledge of securities laws and corporate governance requirements

applicable to listed companies give him the qualifications and skills to serve as one of our directors.

Cragun joined

our company on a part-time basis in December 2018.

He served as a CFO Partner at Hardesty, LLC, a national executive services firm

since October 2016.

His assignments at Hardesty included serving as Chief Financial Officer of CorVel Corporation, a publicly traded

company and a nationwide leader in technology driven, healthcare-related, risk management programs, and of RISA Tech, Inc., a private

structural design and optimization software company.

Cragun was also Chief Financial Officer of two Nasdaq-traded companies,

Local Corporation, from April 2009 to September 2016, which operated Local.com, a U.S.

top 100 website, and Modtech Holdings,

Inc., from June 2006 to March 2009, a supplier of modular buildings.

Prior thereto, he had financial leadership roles with increasing

responsibilities at MIVA, Inc., ImproveNet, Inc., NetCharge Inc., C-Cube Microsystems, Inc, and 3-Com Corporation.

currently the Chief Financial Officer of Ault Global and serves on the board of directors and Chairman of the Audit Committee of Verb

Technology Company, Inc.

Cragun began his professional career at Deloitte.

Cragun holds a Bachelor of Science degree

in accounting from Colorado State University-Pueblo.

David Katzoff joined

Since February 2021, Mr.

Cragun has served as the Chief Financial Officer of Ault

Since August 2020, Mr.

Cragun has served as the Chief Financial Officer of BitNile and between October 2018 and August 2020,

served as its Chief Accounting Officer.

Since September 2018, Mr.

Cragun has served on the board of directors and Chairman of the Audit

Committee of Verb Technology Company, Inc.

He served as a CFO Partner at Hardesty, LLC, a national executive services firm between October 2016

and October 2018.

His assignments at Hardesty included serving as Chief Financial Officer of CorVel Corporation, a publicly traded company

and a nationwide leader in technology driven, healthcare-related, risk management programs, and of RISA Tech, Inc., a private structural

design and optimization software company.

Cragun was also Chief Financial Officer of two Nasdaq-traded companies, Local Corporation,

from April 2009 to September 2016, which operated Local.com, a U.S.

top 100 website, and Modtech Holdings, Inc., from June 2006

to March 2009, a supplier of modular buildings.

Prior thereto, he had financial leadership roles with increasing responsibilities

at MIVA, Inc., ImproveNet, Inc., NetCharge Inc., C-Cube Microsystems, Inc, and 3-Com Corporation.

Cragun began his professional

career at Deloitte.

Cragun holds a Bachelor of Science degree in accounting from Colorado State University-Pueblo.

Katzoff joined

our company on a part-time basis in November 2019, serving as our Senior Vice President of Operations from November 2019 to

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Katzoff has served as Senior

Vice President of Finance of Ault Global since January 2019.

Vice President of Finance of BitNile since January 2019.

Since December 2021, Mr.

Katzoff has served as the Chief Financial Officer

of Imperalis Holding Corp., a publicly listed company.

Since February 2021, Mr.

Katzoff has served as the Vice President of Finance of

Ault Disruptive.

From 2015 to 2018, Mr.

Katzoff served as Chief Financial Officer

of Lumina Media, LLC, a privately-held media company and publisher of life-style publications.

Katzoff served as Chief Financial Officer of Lumina Media, LLC, a privately-held media company

and publisher of life-style publications.

From 2003 to 2017, Mr.

Katzoff served

a Vice President of Finance of Local Corporation, a publicly-held local search company.

Katzoff served a Vice President of Finance of Local Corporation,

a publicly-held local search company.

Katzoff received a B.S.

degree in Business

Management from the University of California at Davis.

degree in Business Management from the University of California

Escalona joined

our company as our full-time Chief Financial Officer in June 2021.

She had served as the Director of SEC Reporting on a part-time

basis at Ault Global from January to May 2021.

She had served as the Director of Reporting on a part-time basis

at BitNile from January to May 2021.

Previously, Ms.

Escalona was the Director of Financial Reporting for Confie Seguros

from June to December 2020 and Landsea Homes Corporation from January 2019 to June 2020, where she was involved in the companies’

Escalona was the Director of Financial Reporting for Confie Seguros Holding

from June to December 2020 and Landsea Homes Corporation from January 2019 to June 2020, where she was involved in the companies’

special purpose acquisition company, or SPAC, transactions.

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for more than 25 years in multiple industries, with an emphasis on accounting and finance, system implementation and SEC reporting.

served as a director of our company since June 2016 and as Chairman of the Board since June 2021.

Horne served as our Chief

Financial Officer from June 2016 through December 2018.

Horne has been a member of the board of directors of Ault Global

since October 2016.

Escalona received a B.A.

degree in Social Ecology from the University of California, Irvine.

Horne has served

as a director of our company since June 2016 and upon the effectiveness of our initial public offering in June 2021, Mr.

our Chairman of the Board.

Horne served as our Chief Financial Officer from June 2016 through December 2018.

Horne has been a

member of the board of directors of BitNile since October 2016.

In January 2018, Mr.

Horne was appointed as Ault Global’s Chief Financial Officer until August 2020,

when he resigned as its Chief Financial Officer and was appointed as its President.

Horne was appointed as BitNile’s Chief Financial

Officer until August 2020, when he resigned as its Chief Financial Officer and was appointed as its President.

On January 12, 2021, Mr.

Horne resigned

as Ault Global’s President and became its Chief Executive Officer.

Horne is a director and the Chief Financial Officer

of Avalanche.

Horne previously held the position of Chief Financial Officer in various companies in the healthcare and high-tech

field, including OptimisCorp, from January 2008 to May 2013, a privately held, diversified healthcare technology company.

served as the Chief Financial Officer of Patient Safety Technologies, Inc., a medical device company, from June 2005 to October 2008,

and as the interim Chief Executive Officer from January 2007 to April 2008.

In his dual role at Patient Safety Technologies,

Horne was directly responsible for structuring the divestiture of non-core assets, capital financings and debt restructuring.

Horne has also held supervisory positions at Price Waterhouse, LLP.

Horne holds a B.A.

degree in accounting from Seattle

Horne resigned as BitNile’s President and became its Chief Executive Officer.

Horne has served as a director and Chief Executive

Officer of Ault Disruptive Technologies Corporation, a special purpose acquisition company, since its inception in February 2021.

Horne has served as a director and Chief Financial Officer of Avalanche since June 2016.

Horne has served as a director and Chief

Financial Officer of Ault & Co.

since October 2017.

Horne previously held the position of Chief Financial Officer in various public

and private companies in the healthcare and high-tech field.

Horne has a Bachelor of Arts Magna Cum Laude in Accounting from Seattle

We believe that Mr.

Horne’s extensive financial and accounting experience in diversified industries and with companies

involving complex transactions gives him the qualifications and skills to serve as one of our directors.

Horne's extensive financial and accounting experience in diversified industries and with companies involving

complex transactions give him the qualifications and skills to serve as one of our directors.

Mark Gustafson joined

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Gustafson has been the Chief Financial Officer,

for PharmaKure Limited, a London-based biopharmaceutical company dedicated to the treatment of neurodegenerative diseases.

2020, he was the Chief Executive Officer of Challenger Acquisitions Limited, a London Stock Exchange listed entertainment company.

2010 to 2012, Mr.

Gustafson was the President and Chief Executive Officer of Euromax Resources Limited, a Toronto Stock Exchange

listed mineral exploration company.

From 2005 to 2009, he served as Chairman and Chief Executive Officer of Triangle Energy Corporation,

a New York Stock Exchange listed oil and gas exploration company, from 2004 to 2006, he served as President and Chief Executive Officer

of Torrent Energy Corporation, a private oil and gas company, and from 2001 to 2002, he served as a financial consultant for Samson Oil

& Gas and Peavine Resources, two private oil and gas companies.

and since January 2022, a director, for PharmaKure Limited, a private London-based biopharmaceutical company dedicated to the treatment

of neurodegenerative diseases.

Since December 2021, Mr.

Gustafson has served as an independent director and Chairman of the Audit Committee

of Ault Disruptive.

Since June 2020, Mr.

Gustafson has served as the founder and director of Alpha Helium Inc., a private Canadian-based

company helium exploration company.

From 2014 to 2020, he was the Chief Executive Officer of Challenger Acquisitions Limited, a London

Stock Exchange listed entertainment company.

From 2010 to 2012, Mr.

Gustafson served as President and Chief

Executive Officer of Total Energy Services Ltd., a Toronto Stock Exchange listed oilfield services company, from 1993 to 1995, he served

as the Chief Financial Officer of Q/media Software Corporation, a Toronto Stock Exchange listed software company, and from 1987 to 1993,

he served initially as the Chief Financial Officer and then as a Vice President in charge of two operating divisions at EnServ Corporation,

a Toronto Stock Exchange listed oilfield services company.

From 1981 to 1987, he served as an audit manager at Price Waterhouse in Calgary

Gustafson was the President and Chief Executive Officer of Euromax

Resources Limited, a Toronto Stock Exchange listed mineral exploration company.

From 2005 to 2009, he served as Chairman and Chief Executive

Officer of Triangle Energy Corporation, a New York Stock Exchange listed oil and gas exploration company, from 2004 to 2006, he served

as President and Chief Executive Officer of Torrent Energy Corporation, a private oil and gas company, and from 2001 to 2002, he served

as a financial consultant for Samson Oil & Gas and Peavine Resources, two private oil and gas companies.

From 1997 to 1999, Mr.

served as President and Chief Executive Officer of Total Energy Services Ltd., a Toronto Stock Exchange listed oilfield services company,

from 1993 to 1995, he served as the Chief Financial Officer of Q/media Software Corporation, a Toronto Stock Exchange listed software

company, and from 1987 to 1993, he served initially as the Chief Financial Officer and then as a Vice President in charge of two operating

divisions at EnServ Corporation, a Toronto Stock Exchange listed oilfield services company.

From 1981 to 1987, he served as an audit manager

at Price Waterhouse in Calgary Alberta.

Gustafson received his Bachelor of Business Administration from Wilfrid Laurier University.

Gustafson has been a Chartered Accountant since 1983.

We believe that Mr.

Gustafson’s

over 35 years of corporate, private and public company operational and financial experience gives him the qualifications and skills to

serve as one of our directors and as Chairman of the Audit Committee.

Lynne Fahey McGrath, M.P.H.,

Gustafson’s over 35 years of corporate, private and

public company operational and financial experience gives him the qualifications and skills to serve as one of our directors and as Chairman

of the Audit Committee.

Lynne Fahey McGrath, M.P.H., Ph.D.

joined our Board of Directors in June 2021.

McGrath is currently a consultant to the executive team of Nobias Therapeutics,

Inc., a biotechnology product development company, since May 2020, and served as a regulatory consultant with FoxKiser, LLC, a biotechnology

consulting firm, from August 2018 to March 2020.

McGrath was the Vice President of Regulatory Affairs of Regenxbio,

Inc., where she headed global strategy for its portfolio of gene therapy products, from April 2015 to 2019.

Previously, she held

senior positions at Novartis Corporation including Vice President, Global Head of Regulatory Affairs at Novartis Consumer Health and U.S.

McGrath has served as a consultant to various companies in the biopharmaceutical

industry, including:

to the executive team of Nobias Therapeutics, Inc., a biotechnology product development company, between May 2020

and December 2021;

a regulatory consultant with FoxKiser, LLC, a biotechnology consulting firm, from August 2018 to March 2020;

and a regulatory consultant with Catalyst Healthcare Consulting, a biotechnology consulting firm, from 2020 to 2021.

was a senior lead and Vice President of Regulatory Affairs at Regenxbio, Inc., where she headed global strategy for its portfolio of gene

therapy products, from April 2015 to July 2018.

Previously, she held senior positions at Novartis Corporation including Vice President,

Global Head of Regulatory Affairs at Novartis Consumer Health and U.S.

Head of Regulatory Affairs at Novartis Oncology from 2003 to April 2015.

McGrath received a B.S.

degree from the University

of Connecticut, M.S.

in environmental science from Rutgers University and M.P.H.

in public health from the University of Medicine

and Dentistry of New Jersey Robert Wood Johnson Medical School.

We believe that Dr.

McGrath’s expertise in regulatory affairs

and pharmaceutical product development across a range of therapeutic categories and her more than 30 years of experience directing

worldwide approvals of more than 50 new drugs and indications makes her well qualified to serve as one of our directors.

degree from the University of Connecticut, M.S.

in Environmental Science from Rutgers University and

in Public Health from the University of Medicine and Dentistry of New Jersey Robert Wood Johnson Medical School.

McGrath’s expertise in regulatory affairs and pharmaceutical product development across a range of therapeutic categories

and her more than 30 years of experience directing worldwide approvals of more than 50 new drugs and indications makes her well qualified

to serve as one of our directors.

Jeffrey Oram joined

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Oram served as

an Executive Member of the New Jersey State Investment Council, which oversees the investment of the State of New Jersey’s $80 billion

pension fund.

From 2011 to 2016, he served as Executive Managing Director at Colliers International, from 2009 to 2011 he served as Director

at Marcus and Millichap, and from 2003 to 2009, served as First Vice President at CB Richard Ellis.

Oram received a Bachelor

of Science degree in biology from Princeton University.

an Executive Member of the New Jersey State Investment Council, which oversees the investment of the State of New Jersey’s pension

From 2011 to 2016, he served as Executive Managing Director at Colliers International, from 2009 to 2011 he served as Director at

Marcus and Millichap, and from 2003 to 2009, served as First Vice President at CB Richard Ellis.

Oram received a Bachelor of

Science degree in Biology from Princeton University.

We believe that Mr.

Oram’s 25 years of corporate, private and

institutional investment experience gives him the qualifications and skills to serve as one of our directors.

Oram’s 25 years of corporate, private and institutional

investment experience gives him the qualifications and skills to serve as one of our directors.

Woo, M.D., Ph.D.

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He has been presented

with UCLA clinical faculty teaching awards in 2006, 2012 and 2019 and is listed in America’s Top Physicians by the Consumer Research

Council of America and Castle Connolly America’s Top Doctors 2006, 2007, 2010-2021, Southern California Super Doctors since 2008,

with UCLA clinical faculty teaching awards in 2006, 2012 and 2019 and is listed in America’s Top Physicians by the Consumer Research

Council of America and Castle Connolly America’s Top Doctors 2006, 2007, 2010-2021, Southern California Super Doctors since 2008,

and Los Angeles Magazine Top Doctors.

He is an invited speaker to the Muntada International Symposium in Abu Dhabi.

He is an invited speaker at the Muntada International Symposium in Abu Dhabi.

Woo received his

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We believe that Dr.

Woo’s extensive medical experience

gives him the qualifications and skills and relevant insight to serve as one of our directors.

Board Leadership Structure and Risk Oversight

The Board oversees our business

and considers the risks associated with our business strategy and decisions.

The Board currently implements its risk oversight function

In November 2018, the Board adopted charters that establish an Audit Committee, Compensation Committee and Nominating

and Corporate Governance Committee.

Each of the Board committees will provide risk oversight in respect of its areas of concentration

and report material risks to the Board for further consideration.

Our Board is currently chaired by Mr.

Horne has been a director since June 2016 and served as our Chief Financial Officer from June 2016 until December 2018.

Horne’s extensive history with and knowledge of our company, we believe his role as our Chairman facilitates a regular flow of information

between the Board and management and ensures that they both act with a common purpose.

One of the key functions of

our Board is informed oversight of our risk management process.

Our Board does not have a standing risk management committee, but rather

administers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board

that address risks inherent in their respective areas of oversight.

In particular, our Board is responsible for monitoring and assessing

strategic risk exposure, including a determination of the nature and level of risk appropriate for us.

Our Audit Committee has the responsibility

to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures,

including guidelines and policies to govern the process by which risk assessment and management is undertaken.

The Audit Committee also

monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function.

Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether

they are successful in preventing illegal or improper liability-creating conduct.

Our Compensation Committee assesses and monitors whether

any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Term of Office

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of our Board of Directors.

Family Relationships

There are no family relationships

among any of our executive officers and directors.

Involvement in Certain Legal Proceedings

Except as set forth below,

to the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director,

to the best of our knowledge, during the past 10 years, none of the following occurred with respect to a present or former director,

executive officer or employee:

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authority over its members or persons associated with a member.

Ault, our Founder and Chairman Emeritus, held series 7, 24

and 63 licenses and managed four domestic hedge funds and one bond fund from 1998 through 2008.

In April 2012, as a result of an

investigation by FINRA involving activities during 2008, Mr.

Ault agreed to a settlement with FINRA in which he did not admit to

any liability or violation of any laws or regulatory rules and that included restitution and a suspension from association with a FINRA

member firm for a period of two years.

As part of that settlement, Mr.

Ault agreed that before he would reapply for association

with FINRA, if at all, he would make restitution to certain investors.

Ault was able to speak with and pay restitution to one

of the investors, but no others.

As a result, Mr.

Ault is neither eligible, nor does he intend, to apply for association with FINRA.

Cragun served as

Chief Financial Officer of Local Corporation (April 2009 to September 2016), which, in June 2015, filed a voluntary petition

Bankruptcy Court for the Central District of California seeking relief under the provisions of Chapter 11 of Title 11 of the

United States Code.

Except as disclosed in “Certain

Relationships and Related Party Transactions,”

none of our directors or executive officers has been involved in any transactions

Cragun served as Chief

Financial Officer of Local Corporation (April 2009 to September 2016), which, in June 2015, filed a voluntary petition in the U.S.

Court for the Central District of California seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code.

Except as disclosed in “Certain

Relationships and Related Party Transactions,” none of our directors or executive officers has been involved in any transactions

with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules

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Code of Business Conduct and Ethics

Our Board has adopted a written

code of business conduct and ethics, revised effective May 25, 2021, that applies to our directors, officers and employees, including

our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar

functions (the “Code of Conduct and Ethics”).

Our Board has adopted a written code of

business conduct and ethics, revised effective May 25, 2021, that applies to our directors, officers and employees, including our

principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar

functions (the “Code of Conduct and Ethics”).

In addition, on May 25, 2021, we adopted Code of Ethics for our Chief Executive

Officer and our Senior Financial Officers (the “Code of Ethics”).

We have posted on our website a current copy of both code

Officer and our Senior Financial Officers (the “Code of Ethics”).

We have posted on our website a current copy of both codes

and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code of Conduct and

Director Independence

We use the definition of “independence”

of the Nasdaq Marketplace Rules to make this determination.

Rule 5605(a)(2) of the Nasdaq Marketplace Rules provides that an “independent

director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the

opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Rule 5605(a)(2)

generally provides that a director cannot be considered independent if:

• the director is, or at any time during the past three years was, an employee of

• the director or a family member of the director accepted any compensation from the

company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination

(subject to certain exemptions, including, among other things, compensation for board or board committee service);

• the director is an immediate family member of an individual who is, or at any time

during the past three years was, employed by the company as an executive officer;

• the director or a family member of the director is a partner in, controlling stockholder

of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any

of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever

is greater (subject to certain exemptions);

• the director or a family member of the director is employed as an executive officer

of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation

committee of such other entity;

• the director or a family member of the director is a current partner of the company’s

outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and

who worked on the company’s audit.

Consistent with these considerations,

after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and

us, our senior management and our independent auditors, the Board has affirmatively determined that the following four directors are independent

directors as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules:

Gustafson, Ms.

In making this

determination, the Board found that none of these directors had a material or other disqualifying relationship with us.

Nisser and Horne are not considered independent because of either their current employment with us or their relationship with our significant

shareholders.

Board Committees

Our Board of Directors has

an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The responsibilities of the Audit Committee

(which consists of Mr.

Our Board of Directors has an Audit Committee,

a Compensation Committee and a Nominating and Corporate Governance Committee.

The responsibilities of the Audit Committee (which consists

Gustafson (Chair), Mr.

Woo) include recommending to the Board of Directors the firm

of independent accountants to be retained by our company, reviewing with our independent accountants the scope and results of their audits,

and reviewing with the independent accountants and management our accounting and reporting principles, policies and practices, as well

as our accounting, financial and operating controls and staff.

The Compensation Committee (which consists of Mr.

Oram (Chair) and

Gustafson) has responsibility for establishing and reviewing employee compensation.

Woo) include recommending to the Board of Directors the firm of independent

accountants to be retained by our company, reviewing with our independent accountants the scope and results of their audits, and reviewing

with the independent accountants and management our accounting and reporting principles, policies and practices, as well as our accounting,

financial and operating controls and staff.

The Compensation Committee (which consist of Mr.

Oram (Chair), Mr.

Gustafson and

McGrath) has responsibility for establishing and reviewing employee compensation.

The Compensation Committee also has responsibility

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Incentive Plan from time to time.

The purpose of the Nominating and Corporate Governance Committee (which, upon effectiveness of the initial

public offering, will consist of Dr.

McGrath (Chair) and Dr.

Woo) is to select, or recommend for our entire Board’s selection,

the individuals to stand for election as directors at the annual meeting of stockholders, as well as to consider the adequacy of our corporate

governance and oversee and approve management continuity planning processes.

The purpose of the Nominating and Corporate Governance Committee (which consist of Dr.

(Chair) and Dr.

Woo) is to select, or recommend for our entire Board’s selection, the individuals to stand for election as

directors at the annual meeting of stockholders, as well as to consider the adequacy of our corporate governance and oversee and approve

management continuity planning processes.

Certain Board Arrangements

In May 2021, the Board

of Directors of our company and Mr.

Ault, our Founder and Chairman Emeritus, agreed to certain arrangements with regard to our Board

composition and other matters.

Contemporaneously with the effectiveness of the initial public offering, and in consideration for (i) the

conversion of 750 shares of our series A convertible preferred stock beneficially owned by Mr.

Ault through Ault Life Sciences, Inc.

into 15,000,000 shares of our common stock, (ii) the extension of the maturity date of the note in the original principal amount

of $15,000,000 issued to us by Ault Life Sciences Fund, LLC, an entity controlled by Mr.

Ault, to December 31, 2023, and (iii) the

retirement by Mr.

Ault as a director and executive officer of our company, the Board agreed that William B.

Horne will become our

Chairman of the Board and remain in that position for so long as Mr.

Ault beneficially owns no less than 5% of the outstanding shares

of our common stock (for which Mr.

Horne will be paid $50,000 per year for his services), and Mr.

Nisser will remain a member

of our Board of Directors for so long as Mr.

Ault beneficially owns no less than 5% of the outstanding shares of our common stock

(for no additional remuneration).

In May 2021, the Board of Directors

of our company and Mr.

Ault, our Founder and Chairman Emeritus, agreed to certain arrangements with regard to our Board composition

and other matters.

Contemporaneously with the effectiveness of the initial public offering, and in consideration for (i) the conversion

of 750 shares of our series A convertible preferred stock beneficially owned by Mr.

Ault through ALSI into 15,000,000 shares of our

common stock, (ii) the extension of the maturity date of the note in the original principal amount of $15,000,000 issued to us by

ALSF to December 31, 2023, and (iii) the retirement by Mr.

Ault as a director and executive officer of our company, the

Board agreed that William B.

Horne will become our Chairman of the Board and remain in that position for so long as Mr.

Ault beneficially

owns no less than 5% of the outstanding shares of our common stock (for which Mr.

Horne will be paid $50,000 per year for his services),

Nisser will remain a member of our Board of Directors for so long as Mr.

Ault beneficially owns no less than 5% of the

outstanding shares of our common stock (for no additional remuneration).

Additionally, Mr.

Ault will hold the position of Founder and Chairman Emeritus and, as such, have

the right to nominate an observer to our Board of Directors for a period of five years after the closing date of the initial public

Following the closing of the initial public offering, we entered into a five-year consulting agreement with Mr.

which he will provide strategic advisory and consulting services to us in consideration for annual fees of $50,000.

Ault will hold the position of Founder

and Chairman Emeritus and, as such, have the right to nominate an observer to our Board of Directors for a period of five years after

the closing date of the initial public offering.

Following the closing of the initial public offering, we entered into a five-year consulting

agreement with Mr.

Ault under which he will provide strategic advisory and consulting services to us in consideration for annual

fees of $50,000.

EXECUTIVE COMPENSATION

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the years ended April 30, 2022 and 2021, and (ii) our two other most highly compensated executive officers who received

compensation during the years ended April 30, 2021 and 2020 who were executive officers on April 30, 2021.

these persons as our “named executive officers”

in this Annual Report.

The following table includes all compensation earned

by the named executive officers for the respective period, regardless of whether such amounts were actually paid during the period:

compensation during the years ended April 30, 2022 and 2021, who were executive officers on the last day of our fiscal year.

We refer to these persons as our “named executive officers” in this Annual Report.

The following table includes all compensation

earned by the named executive officers for the respective period, regardless of whether such amounts were actually paid during the period:

Name and principal position

Compensation ($)

Stephen Jackman

Chief Executive Officer

Senior Vice President of Finance

Executive Vice President and General Counsel

(1) The values reported in the “Option Awards”

column represents the aggregate

grant date fair value, computed in accordance with Accounting Standards Codification (“ASC”) 718 Share Based Payments, of

Lien Escalona

Chief Financial Officer

Senior VP of Finance

(1) The values reported in the “Option Awards” column represents the aggregate

grant date fair value, computed in accordance with Accounting Standards Codification (“ASC”) 718 Share Based Payments, of

grants of stock options to each of our named executive officers and directors.

Jackman’s base salary was $150,000 for the first six months

of fiscal year 2020 and $225,000 for the last six months of fiscal year 2020.

The services of the two former officers and Executive Chairman of our

company were provided pursuant to the terms of a Master Services Agreement entered into with Avalanche, a related party, on May 1,

Pursuant to the terms of that agreement, Avalanche provided management, consulting and financial services to our company.

Such services

included advice and assistance concerning all aspects of operations, planning and financing of our company and conducting relations with

accountants, attorneys, financial advisors and other professionals.

The term of the Master Services Agreement, as amended, was for the

period from May 1, 2016 to December 31, 2018, with Avalanche having initially received $40,000 per month and, beginning February 2017,

receiving $20,000 per month for the remainder of 2017.

During the year ended April 30, 2019, we paid $160,000 in management fees.

At April 30, 2021 and April 30, 2020, $60,749 and $62,667, respectively, was included within related party payable on our balance

The Master Services Agreement was terminated as of December 31, 2018.

Employment Agreements

Stephan Jackman.

June 17, 2021, the Company entered into an employment agreement (the “Agreement”) with Stephan Jackman to continue to serve

as Chief Executive Officer of the Company through July 1, 2024.

June 17, 2021, we entered into an employment agreement (the “Agreement”) with Stephan Jackman to continue to serve as our

Chief Executive Officer through July 1, 2024.

Pursuant to the Agreement, Mr.

Jackman will be paid a base salary of $300,000

per annum (the “Base Salary”).

Jackman will be paid a base salary of $300,000 per annum

(the “Base Salary”).

In addition, Mr.

Jackman shall be eligible to earn a cash and/or equity bonus as the Company’s

Board of Directors (the “Board”) may determine, from time to time, based on meeting performance objectives and bonus criteria

to be identified by the Board (the “Performance Bonus”), which Performance Bonus may consist of cash or, in the Board’s

sole discretion, the Company’s common stock (the “Common Stock”).

The determination of whether the Company has achieved

a certain financial performance objective in any year for the purposes of the Performance Bonus shall be made by the independent registered

public accounting firm regularly retained or employed by the Company within ninety (90) days after the end of each fiscal year.

Jackman shall be eligible to earn a cash and/or equity bonus as our Board of Directors

(the “Board”) may determine, from time to time, based on meeting performance objectives and bonus criteria to be identified

by the Board (the “Performance Bonus”), which Performance Bonus may consist of cash or, in the Board’s sole discretion,

our common stock.

The determination of whether we have achieved a certain financial performance objective in any year for the purposes

of the Performance Bonus shall be made by our independent registered public accounting firm regularly retained or employed by us within

90 days after the end of each fiscal year.

Jackman is entitled

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(A) options to purchase 5,000,000 shares of common stock, which options were previously granted

and are exercisable for a period of ten (10) years at an exercise price of $1.00 per share (the “$1.00 Options”), and (B)

options to purchase 2,000,000 shares of the Company’s Common Stock, which options shall be exercisable for a period of ten (10)

years at an exercise price of $1.50 per share (the “$1.50 Options”, and collectively with the $1.00 Options, the “Options”).

and are exercisable for a period of 10 years at an exercise price of $1.00 per share (the “$1.00 Options”), and (B) options

to purchase 2,000,000 shares of our common stock, which options shall be exercisable for a period of 10 years at an exercise price of

$1.50 per share (the “$1.50 Options”, and collectively with the $1.00 Options, the “Options”).

Subject to the terms and conditions

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(2) 1,000,000 shares of common stock subject to

the $1.00 Options shall vest upon approval of a New Drug Application (“NDA”) for LiProSal by the U.S.

Food and Drug Administration

(the “FDA”), provided that such approval occurs on or prior to November 1, 2022;

(3) 1,000,000 shares of Common Stock subject

to the $1.00 Options shall vest upon the approval of an NDA for CAO22W by the FDA, provided that such approval occurs on or prior to November

and (4) the $1.50 Options shall vest upon satisfaction of mutually agreed upon performance criteria as set forth in Mr.

Jackman’s

Non-Qualified Stock Option Grant dated November 26, 2019.

Jackman’s bonuses,

if any, and all stock based compensation shall be subject to “Company Clawback Rights”

if during the period that Mr.

is employed by the Company and upon the termination of Mr.

Jackman’s employment and for a period of two years thereafter, if there

is a restatement of any of the Company’s financial results from which any bonuses and stock based compensation to Mr.

Jackman shall

have been determined.

the $1.00 Options shall vest upon approval of a NDA for AL001 by the FDA, provided that such approval occurs on or prior to November 1,

(3) 1,000,000 shares of common stock subject to the $1.00 Options shall vest upon the approval of an NDA for AL002 by the FDA, provided

that such approval occurs on or prior to November 1, 2022;

and (4) the $1.50 Options shall vest upon satisfaction of mutually agreed upon

performance criteria as set forth in Mr.

Jackman’s Non-Qualified Stock Option Grant dated November 26, 2019.

Jackman’s bonuses,

if any, and all stock based compensation shall be subject to “Company Clawback Rights” if during the period that Mr.

is employed by us and upon the termination of Mr.

Jackman’s employment and for a period of two years thereafter, if there is a restatement

of any of our financial results from which any bonuses and stock based compensation to Mr.

Jackman shall have been determined.

Upon termination of Mr.

Jackman’s

employment (other than upon the expiration of the employment), Mr.

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Further, unless Mr.

Jackman’s

employment is terminated as a result of his death or disability or for cause or he terminates his employment without good reason, then

upon the termination of Mr.

Jackman’s employment, the Company shall pay to Mr.

Jackman a “Separation Payment”

(a) an amount equal to twelve (12) months of the Base Salary (as in effect immediately prior to the termination date), and (b) a prorated

Performance Bonus amount calculated in accordance with the Performance Bonus criteria set forth in the Agreement and the actual number

Jackman’s employment, the Company shall pay to Mr.

Jackman a “Separation Payment” as follows:

(a) an amount equal to 12 months of the Base Salary (as in effect immediately prior to the termination date);

and (b) a prorated Performance

Bonus amount calculated in accordance with the Performance Bonus criteria set forth in the Agreement and the actual number of days Mr.

Jackman worked in the calendar year prior to the termination date.

In addition, all of Mr.

Jackman’s Options shall immediately

vest and shall be exercisable for a period of twelve (12) months after such termination.

Jackman’s Options shall immediately vest

and shall be exercisable for a period of 12 months after such termination.

November 2018, we entered into an offer letter with Kenneth S.

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For his services, Mr.

Cragun is paid a base salary of $100,000 per year, which amount will be increased to $120,000 upon the approval

Cragun is paid a base salary of $100,000 per year, which amount would be increased to $120,000 upon the approval

of a listing application submitted on behalf of our company to have our shares of common stock listed on a national securities exchange.

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Cragun received a

stock option to purchase 1,500,000 shares of our common stock exercisable for a period of ten years from December 15, 2018 at

stock option to purchase 1,500,000 shares of our common stock exercisable for a period of 10 years from December 15, 2018 at

a per share price of $1.00.

The option will vest in equal increments over 48 months beginning on December 15, 2018;

500,000 shares of our common stock will vest immediately upon the approval of a listing application submitted on behalf of our company

to have our shares of common stock listed on a national securities exchange.

500,000 shares of our common stock vested immediately upon the approval of a listing application submitted on behalf of our company to

have our shares of common stock listed on a national securities exchange.

In November 2019, the

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Unexercisable

Incentive Plan

Exercise Price

Equity Incentive

Expiration Date

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In April 2016, our stockholders

approved our company’s 2016 Stock Incentive Plan (the “2016 Plan”).

The 2016 Plan provides for the issuance of a maximum

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based on a vesting schedule determined at the date of grant.

The options expire between five and ten years from the date of grant.

The options expire between five and 10 years from the date of grant.

Restricted stock awards granted under the 2016 Plan are subject to a vesting period determined at the date of grant.

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Board of Directors adopted, and our stockholders approved, the Alzamend Neuro, Inc.

2021 Stock Incentive Plan (the “2021 Plan”).

The 2021 Plan authorizes the grant to eligible individuals of (1) stock options (incentive and non-statutory), (2) restricted

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The Compensation Committee is composed

solely of “non-employee directors”

within the meaning of Rule 16b-3 under the Exchange Act, “outside directors”

within the meaning of Section 162(m) of the Internal Revenue Code, and “independent directors”

within the meaning of

solely of “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act, “outside directors”

within the meaning of Section 162(m) of the Internal Revenue Code, and “independent directors” within the meaning of

the Nasdaq Marketplace Rules.

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provisions of the 2021 Plan to the contrary, the vesting, payment, purchase or distribution of an award may not be accelerated by reason

of a Change of Control for any participant unless the Grantee’s employment is involuntarily terminated as a result of the Change

of Control as provided in the Award agreement or in any other written agreement, including an employment agreement, between us and the

If the Change of Control results in the involuntary termination of participant’s employment, outstanding awards will

immediately vest, become fully exercisable and may thereafter be exercised.

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The Compensation Committee will also determine the length of period during which an optionee may exercise

their options if an optionee’s relationship with us, or any of our affiliates, ceases for any reason;

for incentive stock options,

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An optionee may also designate a beneficiary who may exercise the option following

the optionee’s death.

Incentive or Non-statutory

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Other Stock-Based Awards.

2021 Plan also allows the Compensation Committee to grant “Other Stock-Based Awards,”

which means a right or other interest

2021 Plan also allows the Compensation Committee to grant “Other Stock-Based Awards,” which means a right or other interest

that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, common stock.

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Committee (as applicable).

Subject to the share limit and maximum dollar value set forth above under “

Limits per Participant ,”

Subject to the share limit and maximum dollar value set forth above under “ Limits per Participant ,”

the Board, or the Compensation Committee (as applicable), has the discretion to determine (i) the number of shares of common stock

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Performance Criteria .

respect to awards intended to qualify as performance-based compensation under Code Section 162(m), a committee of “outside

directors”

(as defined in Code Section 162(m)) with authority delegated by our Board will determine the terms and conditions

respect to awards intended to qualify as performance-based compensation under Code Section 162(m), a committee of “outside

directors” (as defined in Code Section 162(m)) with authority delegated by our Board will determine the terms and conditions

of such awards, including the performance criteria.

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Director Compensation

As of June 15, 2021, the closing

date of the initial public offering, we will pay each independent director an annual base amount of $25,000.

Our Board may make recommendations

for adjustments to an independent director’s compensation when the level of services provided are significantly above what was anticipated.

No director compensation has

been paid to date to members of our Board.

Company pays each independent director an annual base amount of $25,000.

In April 2022, the Board approved a bonus payment of $50,000

for each independent director.

Additionally, our Board makes recommendations for adjustments to an independent director’s compensation

when the level of services provided are significantly above what was anticipated.

The table below

sets forth, for each non-employee director, the total amount of compensation related to his or her service during the year ended April

Fees earned or

compensation ($)

Mark Gustafson

Lynne Fahey McGrath

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Future Transactions

Our Board of Directors has adopted a policy whereby any future transactions

between our company and any of our subsidiaries, affiliates, officers, directors, principal stockholders or any affiliates of the foregoing

will be on terms no less favorable to us than could reasonably be obtained in “arm’s length”

transactions with independent

third parties, and any such transactions will also be approved by a majority of our disinterested outside directors.

The following table shows the beneficial ownership of our common stock

as of July 13, 2021, held by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock,

(ii) each of our directors and director nominees, (iii) each of our executive officers, and (iv) all of our directors,

director nominees and executive officers as a group.

As of the date of this Annual Report, there were 85,304,525 shares of our common

stock issued and outstanding.

Beneficial ownership is determined

in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held.

Shares of our common stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of

the date of this Annual Report, are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes

of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of

computing the percentage beneficially owned by any other person.

Except as indicated in the footnotes to this table, the persons

or entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by

The following table shows the beneficial

ownership of our common stock as of July 19, 2022, held by (i) each person known by us to be the beneficial owner of more than 5%

of our outstanding common stock, (ii) each of our directors and director nominees, (iii) each of our executive officers, and

(iv) all of our directors, director nominees and executive officers as a group.

As of the date of this Annual Report, there were

95,481,790 shares of our common stock issued and outstanding.

Beneficial ownership is determined in accordance

with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held.

our common stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of the date

of this Annual Report, are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing

the number of shares and percentage beneficially owned by such person but are not deemed outstanding for purposes of computing the percentage

beneficially owned by any other person.

Except as indicated in the footnotes to this table, the persons or entities named have sole voting

and investment power with respect to all shares of our common stock shown as beneficially owned by them.

Unless otherwise noted in

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Unless otherwise indicated,

the principal address of each of the persons below is c/o Alzamend Neuro, Inc., 3802 Spectrum Blvd., Suite 112C, Tampa, Florida 33612.

the principal address of each of the persons below is c/o Alzamend Neuro, Inc., 3500 Lenox Rd NE, Suite 1500, Atlanta, GA 30326.

Greater than 5% Beneficial Owners:

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Percentage of

Ault, III (1) (2) (3) (4)

Ault Life Sciences, Inc.

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Digital Power Lending, LLC (3)

Congregation Chazon Avrohom (4)

Directors and Executive Officers

Ault, III (1) (2) (3) (5)

Stephan Jackman (5)

David Katzoff (7)

Lien Escalona (6)

Mark Gustafson ( 8 )

Lynne Fahey McGrath, M.P.H., Ph.D.

Jeffrey Oram ( 10 )

Woo, M.D., Ph.D.

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(1) Milton C.

(Todd) Ault III, our Founder and Chairman Emeritus,

has sole voting and investment power with respect to the shares held of record by Ault Life Sciences, Inc.

(2) Represents 10,000,000 shares of our common stock and 5,000,000 shares of our common

stock issuable upon the exercise of warrants.

Ault, our Founder and Chairman Emeritus, has sole voting and investment power with

respect to the securities held of record by Ault Life Sciences Fund, LLC.

(3) Includes 5,315,055 shares of our common stock and 1,350,000 shares of our common stock issuable upon the

exercise of warrants held of record by Digital Power Lending, LLC (“DPL”), a wholly-owned subsidiary of Ault Global Holdings,

Ault, our Founder and Chairman Emeritus, has voting and investment power with respect to the securities held of record by

(4) Abraham Biderman has voting and investment power with respect to the shares

held of record by Congregation Chazon Avrohom.

The address for Congregation Chazon Avrohom is 5624 17th Avenue, Brooklyn, New York 11204.

Biderman consented to a bar from the securities industry and to the entry of findings that he refused to produce information

requested by FINRA in connection with its investigation into his potential participation in a private securities transaction, without

admitting or denying the findings.

(5) Includes 2,500,000 shares of our common stock issuable upon exercise of stock options,

which are currently exercisable.

(6) Represents shares of our common stock issuable upon the exercise of stock options,

which are currently exercisable.

Nisser’s address is 100 Park Avenue, Suite 1658, New York, New York 10017.

(7) Consists of 18,000 shares of our common stock, 9,000 shares of our common stock

issuable upon the exercise of warrants and 703,125 shares of our common stock issuable upon the exercise of stock options that are exercisable

within 60 days of the date of this Annual Report.

(Todd) Ault III, our Founder and Chairman Emeritus, has sole voting and investment power

with respect to the shares held of record by ALSI.

(2) Represents 10,000,000 shares of our common stock and 5,000,000 shares of our common stock issuable upon

the exercise of warrants.

Ault has sole voting and investment power with respect to the securities held of record by ALSF.

(3) Represents 9,926,667 shares of our common stock held by DPL and 7,000 shares of our common stock purchasable upon the

exercise of call options (right to buy).

Ault has voting and investment power with respect

to the securities held by DPL.

Excludes 3,333,333 shares of our common stock underlying currently exercisable warrants held by DPL due

to a beneficial ownership blocker limitation provision contained therein.

(4) Includes (i) 2,500,000 shares of our common stock held by Mr.

Ault, (ii) 325,000 shares of our common

stock held by Ault Alpha LP, and (iii) 16,667 shares of common stock issuable upon the exercise of warrants held by BitNile Holdings,

Ault is the Manager of Ault Alpha GP LLC ("Ault GP") and Ault Capital Management LLC ("AC Management").

GP and AC Management are the general partner and investment manager to Ault Alpha LP, respectively.

Ault is deemed to beneficially

own the shares held by Ault Alpha LP.

(5) Represents shares of our common stock issuable upon the exercise of stock

options, which are currently exercisable or exercisable within 60 days.

Nisser’s address is 100 Park Avenue, Suite

1658, New York, New York 10017.

(6) Consists of 18,000 shares of our common stock, 9,000 shares of our common stock issuable upon the exercise

of warrants and 1,132,292 shares of our common stock issuable upon the exercise of stock options that are currently exercisable or exercisable

within 60 days.

(7) Consists of 500,000 shares of our common stock and 2,229,167 shares of our common stock issuable upon

the exercise of stock options that are currently exercisable or exercisable within 60 days.

(8) Consists of 60,000 shares of our common stock and 150,000 shares of our common stock issuable upon the

exercise of stock options that are currently exercisable or exercisable within 60.

(9) Consists of 75,000 shares of our common stock and 150,000 shares of our common stock issuable upon the

exercise of stock options that are currently exercisable or exercisable within 60.

(10) Consists of 100,000 shares of our common stock and 150,000 shares of our common stock issuable upon the

exercise of stock options that are currently exercisable or exercisable within 60.

Equity Compensation Information

The following table summarizes information

about our equity compensation plans as of April 30, 2022.

Number of securities

remaining available for

future issuance under

upon exercise

exercise price

equity compensation plans

of outstanding

(excluding securities

options, warrants and rights

reflected in column (a))

Plan Category

Equity compensation plans approved by

Equity compensation plans not approved by

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships

Our company is controlled

(Todd) Ault III, our Founder and current Chairman Emeritus, directly and through his controlling interest in Ault Life Sciences,

and Ault Life Sciences Fund, LLC.

Ault is also the Chairman, Chief Executive Officer and single largest stockholder (through

Ault & Company, Inc.) of Ault Global.

The Board of Directors and executive officers of our company and the board of directors and

executive officers of Ault Global contain some of the same individuals.

Horne, the Chairman of the Board of our company, is

the Chief Executive Officer and a director of Ault Global, Henry C.W.

Nisser, our Executive Vice President, General Counsel and a director

of our company, is the President and General Counsel of Ault Global, and Kenneth S.

Cragun, our Senior Vice President of Finance is the

Chief Financial Officer of Ault Global.

Our company is controlled by Milton C.

Ault III, our Founder and current Chairman Emeritus, directly and through his controlling interests in DPL, ALSI and ALSF.

also the Chairman, Chief Executive Officer and single largest stockholder (through Ault Alpha LP) of BitNile.

The Board of Directors and

executive officers of our company and the board of directors and executive officers of BitNile contain some of the same individuals.

Horne, the Chairman of the Board of our company, is the Chief Executive Officer and a director of BitNile, Henry C.W.

Nisser, our Executive

Vice President, General Counsel and a director of our company, is the President, General Counsel and a director of BitNile, and Kenneth

Cragun, our Senior Vice President of Finance is the Chief Financial Officer of BitNile.

Additionally, Mr.

Ault is the Chairman of Avalanche, of which Mr.

Horne is a director

and its Chief Financial Officer, Mr.

Nisser is its Executive Vice President and General Counsel, and Philip E.

Mansour, a former

director and chief executive officer of our company, is Avalanche’s President, Chief Executive Officer and a director.

Ault is the Chairman of Avalanche,

Horne is a director and its Chief Financial Officer and Mr.

Nisser is its Executive Vice President and General Counsel.

Transactions with Related Persons

To the best of our knowledge,

from inception to our most recent fiscal year end on April 30, 2021, other than as set forth below, there were no material transactions,

or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are

to be a party, in which the amount involved exceeds $15,344, or 1% of the average total assets at year-end for the last two completed

fiscal years, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially

own more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest

(other than compensation to our officers and directors in the ordinary course of business).

On May 1, 2016, we entered into a Master Services Agreement with

Avalanche, a related party.

Ault, Horne and Mansour are officers and directors of Avalanche.

Further, MCKEA Holdings, LLC (“MCKEA”),

Ault’s spouse is the managing member, is the majority member of Philou Ventures, LLC, which is the controlling

shareholder of Avalanche.

Pursuant to the terms of the Master Services Agreement, Avalanche provided management, consulting and financial

services to our company.

Such services included advice and assistance concerning all aspects of operations, planning and financing of

our company and conducting relations with accountants, attorneys, financial advisors and other professionals.

The term of the Master Services

Agreement, as amended, was for the period from May 1, 2016 to December 31, 2017, and was extended by written agreement.

paid $40,000 per month for these services and, beginning February 2017, began paying $20,000 per month.

During the year ended April 30,

2019, we paid $160,000 in management fees.

At April 30, 2021 and April 30, 2020, $60,749 and $62,667, respectively, was included

within related party payable on our balance sheet.

The Master Services Agreement expired as of December 31, 2018.

To the best of our knowledge, during our

most recent fiscal year end on April 30, 2022, other than as set forth below, there were no material transactions, or series of similar

transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which

the amount involved exceeds $87,145, or 1% of the average total assets at year-end for the last two completed fiscal years, and in

which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any

class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation

to our officers and directors in the ordinary course of business).

On April 10, 2018, we

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In August 2020, the principal and accrued interest on the AVLP Note was paid in full.

On April 30, 2019, we

entered into a securities purchase agreement with Ault Life Science Fund (“ALSF”) for the sale of 10,000,000 shares of our

common stock, plus 5,000,000 warrants with a five-year term and an exercise price of $3.00 per share and vesting upon issuance (the “ALSF

Warrants”).

The total purchase price of $15,000,000 was in the form of a note from ALSF.

The note balance as of April 30, 2020

was reduced by $16,800 reflecting payments made during the year ended April 30, 2020.

The note balance as of April 30, 2021

was reduced by $99,905 reflecting payments made during the year ended April 30, 2021.

The control person of ALSF is Mr.

our Founder and current Executive Chairman.

ALSF is wholly owned by Ault Life Sciences, Inc.

(“ALSI”).

ALSI is almost entirely

wholly owned by Ault & Company, Inc., of which MCKEA is the majority owner.

On April 30, 2019, we entered into

a securities purchase agreement with ALSF for the sale of 10,000,000 shares of our common stock, plus 5,000,000 warrants with a five-year

term and an exercise price of $3.00 per share and vesting upon issuance (the “ALSF Warrants”).

The total purchase price of

$15,000,000 was in the form of a note from ALSF.

The note balance as of April 30, 2020 was reduced by $16,800 reflecting payments

made during the year ended April 30, 2020.

The note balance as of April 30, 2021 was reduced by $99,905 reflecting payments

made during the year ended April 30, 2021.

As of April 30, 2022, the note balance was $14,883,295.

The control person of ALSF is

Ault, our Founder and Chairman Emeritus.

ALSF is wholly owned by ALSI.

ALSI is almost entirely wholly owned by Ault & Co.,

Inc., of which MCKEA Holdings, LLC (“MCKEA”), of which Mr.

Ault’s spouse is the managing member, is the majority owner.

As such, MCKEA is indirectly the majority owner of ALSF.

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Pledge Agreement dated June 11, 2019.

While the securities purchase agreement provides for ALSF’s ability to pledge the securities

acquired thereby, given that the purchased securities are subject to the securities purchase agreement, we and ALSF agreed that such securities

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Financing, or (ii) received approval by the FDA for any of our product candidates in Phase III clinical trial.

For purposes of

the securities purchase agreement, a “Qualified Financing”

means the sale of equity securities by us in a single transaction

of the securities purchase agreement, a “Qualified Financing” means the sale of equity securities by us in a single transaction

or a series of related transactions whether or not registered under the Securities Act, resulting in gross proceeds to us of no less than

In addition, the securities

purchase agreement entitles ALSF the right to have all the shares of our common stock to which it is entitled under the securities purchase

agreement be registered under the Securities Act within 180 days of the final closing of an initial public offering.

Between June 25, 2019

and October 31, 2019, we entered into subscription agreements for the sale of 1,756,726 units at $1.50 for each unit in our

2019 private offering (the “2019 Offering”), which was conducted pursuant to the terms of a Confidential Private Placement

Memorandum dated June 12, 2019 (the “2019 PPM”).

We agreed to enter into the securities purchase agreement with ALSF

primarily as a result of the provision in the placement agent agreement related to the 2019 PPM that required us to provide anti-dilution

protection to the placement agent, certain of its related parties and the investors in the private placement but not our other shareholders

in the event that MCKEA were to convert its series A convertible preferred stock into common stock.

ALSF and MCKEA are related parties,

so we believe that it was fair and reasonable to permit ALSF to acquire shares of our common stock for the same purchase price paid by

the investors in the 2019 PPM in light of the constraints imposed on MCKEA’s ability to convert its shares of series A convertible

preferred stock as our other shareholders would be harmed to some degree if MCKEA were to convert its series A convertible preferred stock.

Further, the additional funds that would be received by us from ALSF

do not include any cash or equity based fees and are therefore far less expensive for us and less dilutive to our shareholders than funds

received from the 2019 Offering.

Finally, the term of the note was intended to approximate the timing of when additional funds would be

required by us, based on the assumption that a portion of the purchase would be funded throughout the term of the note.

In August 2020, we entered

into a securities purchase agreement with Ault Global, a related party, to sell a convertible promissory note in the aggregate principal

amount of $50,000 and issue a five-year warrant to purchase 16,667 of shares of our common stock.

The convertible promissory note bears

interest at 8% per annum, which principal and all accrued and unpaid interest are due six months after the date of issuance.

principal and interest earned on the convertible promissory note may be converted into shares of our common stock at $1.50 per share.

The exercise price of the warrant is $3.00 per share.

In December 2020, Ault

Global, a related party, provided $800,000 in short-term advances to us and, in February 2021, provided another $1,000,000 in short-term

advances to us for our working capital needs.

In March 2021, we entered

into a securities purchase agreement with Digital Power Lending, LLC (“DPL”), a California limited liability company and wholly-owned

subsidiary of Ault Global, pursuant to which we agreed to sell 6,666,667 shares of our common stock for an aggregate of $10 million,

into a securities purchase agreement with Digital Power Lending, LLC (“DPL”), a California limited liability company and wholly-owned

subsidiary of BitNile, pursuant to which we agreed to sell 6,666,667 shares of our common stock for an aggregate of $10 million,

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

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in advances and the surrender for cancellation of a $50,000 convertible promissory note for 2,666,667 shares of our common stock.

the terms of the securities purchase agreement, DPL will purchase an additional (i) 1,333,333 shares of our common stock if and upon

approval by the FDA of our IND for our opening Phase I clinical trial for a purchase price of $2 million, and (ii) 2,666,667

shares of our common stock once we have completed the opening Phase I clinical trial for a purchase price of $4 million.

met the first milestone on July 28, 2021 and we expect to meet the second milestone in the fourth quarter of 2021.

We further agreed to

issue DPL warrants to purchase a number of shares of our common stock equal to 50% of the shares of our common stock purchased under the

securities purchase agreement at an exercise price of $3.00 per share.

Finally, we agreed that for a period of 18 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 investment as of the

date of this Annual Report.

In May 2021, the Board of Directors of our company and Mr.

our Founder and Chairman Emeritus, agreed to certain arrangements with regard to our Board composition and other matters.

Contemporaneously

with the consummation of the initial public offering, and in consideration for (i) the conversion of 750 shares of our series A convertible

preferred stock beneficially owned by Mr.

Ault through Ault Life Sciences, Inc.

into 15,000,000 shares of our common stock, (ii) the

extension of the maturity date of the note in the original principal amount of $15,000,000 issued to us by Ault Life Sciences Fund, LLC,

an entity controlled by Mr.

Ault, to December 31, 2023, and (iii) the resignation of Mr.

Ault as a director and executive

officer of our company, the Board agreed that William B.

Horne be named our Chairman of the Board and remain in that position for so long

Ault beneficially owns no less than 5% of the outstanding shares of our common stock (for which Mr.

Horne will be paid

$50,000 per year for his services), and Mr.

Nisser remains a member of our Board of Directors for so long as Mr.

the terms of the securities purchase agreement, DPL purchased an additional (i) 1,333,333 shares of our common stock upon approval

by the FDA of our IND for our opening Phase I clinical trial for a purchase price of $2 million, and (ii) 2,666,667 shares

of our common stock once we completed the opening Phase I clinical trial for a purchase price of $4 million.

We met the first

milestone on July 28, 2021 and the second milestone in the fourth fiscal quarter of 2022.

In addition, we issued DPL warrants to purchase

an aggregate of 6,666,667 shares of common stock at an exercise price of $3.00 per share.

Finally, we agreed that for a period of 18 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 investment

as of the date of this Annual Report.

In May 2021, the Board of Directors

of our company and Mr.

Ault, our Founder and Chairman Emeritus, agreed to certain arrangements with regard to our Board composition

and other matters.

Contemporaneously with the consummation of the initial public offering, and in consideration for (i) the conversion

of 750 shares of our series A convertible preferred stock beneficially owned by Mr.

Ault through ALSI into 15,000,000 shares of our

common stock, (ii) the extension of the maturity date of the note in the original principal amount of $15,000,000 issued to us by

ALSF to December 31, 2023, and (iii) the resignation of Mr.

Ault as a director and executive officer of our company, the

Board agreed that William B.

Horne be named our Chairman of the Board and remain in that position for so long as Mr.

Ault beneficially

owns no less than 5% of the outstanding shares of our common stock (for no additional remuneration).

owns no less than 5% of the outstanding shares of our common stock (for which Mr.

Horne will be paid $50,000 per year for his services),

Nisser remains a member of our Board of Directors for so long as Mr.

Ault beneficially owns no less than 5% of the outstanding

shares of our common stock (for no additional remuneration).

Additionally, Mr.

hold the position of Founder and Chairman Emeritus and, as such, have the right to nominate an observer to our Board of Directors for

a period of five years after the closing date of the initial public offering.

Immediately following the closing of the initial public

offering in June 2021, we entered into a five-year consulting agreement with Mr.

Ault under which he will provide strategic advisory

and consulting services to us in consideration for annual fees of $50,000.

We use shared office space

within the Newport Beach offices of Ault Global.

Digital Power Lending, LLC,

a wholly-owned subsidiary of Ault Global Holdings, Inc.

purchased $10.0 million (2,000,000 shares) of common stock in the initial

public offering at $5.00 per share, the same price and on the same terms as other investors in the initial public offering, except that

a reduced underwriting discount was paid to the underwriters for the sale of common stock to Digital Power Lending.

our Founder and Chairman Emeritus, is an executive officer and director of Ault Global Holdings, as are several other officers and board

members of our company.

These shares and a significant number of additional shares are restricted from sale for a limited period of time

under the terms of lock-up agreements.

Ault will hold the position of Founder and Chairman

Emeritus and, as such, have the right to nominate an observer to our Board of Directors for a period of five years after the closing

date of the initial public offering.

Immediately following the closing of the initial public offering in June 2021, we entered into a

five-year consulting agreement with Mr.

Ault under which he will provide strategic advisory and consulting services to us in consideration

for annual fees of $50,000.

Our accounting and finance

department use shared office space within the Costa Mesa offices of BitNile.

DPL purchased $10.0 million

(2,000,000 shares) of common stock in the initial public offering at $5.00 per share, the same price and on the same terms as other investors

in the initial public offering, except that a reduced underwriting discount was paid to the underwriters for the sale of common stock

Ault III, our Founder and Chairman Emeritus, is an executive officer and director of BitNile, as are several other officers

and board members of our company.

Future Transactions

Our Board of Directors has adopted a policy

whereby any future transactions between our company and any of our subsidiaries, affiliates, officers, directors, principal stockholders

or any affiliates of the foregoing will be on terms no less favorable to us than could reasonably be obtained in “arm’s length”

transactions with independent third parties, and any such transactions will also be approved by a majority of our disinterested outside

Director Independence

We use the definition of “independence”

of the Nasdaq Marketplace Rules to make this determination.

Rule 5605(a)(2) of the Nasdaq Marketplace Rules provides that an “independent

director”

is a person other than an officer or employee of the company or any other individual having a relationship which, in the

opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Rule 5605(a)(2)

generally provides that a director cannot be considered independent if:

the director is, or at any time during the past three years was, an employee

of the company;

the director or a family member of the director accepted any compensation from the

company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination

(subject to certain exemptions, including, among other things, compensation for board or board committee service);

the director is an immediate family member of an individual who is, or at any time

during the past three years was, employed by the company as an executive officer;

the director or a family member of the director is a partner in, controlling stockholder

of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any

of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever

is greater (subject to certain exemptions);

the director or a family member of the director is employed as an executive officer

of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation

committee of such other entity;

the director or a family member of the director is a current partner of the company’s

outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and

who worked on the company’s audit.

We selected four qualified

independent and diverse individuals who joined our Board upon the June 2021 closing of the initial public offering.

Family Relationships

There are no family relationships among any of

our executive officers and directors.

The information required by this item regarding director

independence is incorporated by reference to the information set forth in Item 10 of this Annual Report on Form 10-K.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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category includes the aggregate fees billed in each of the last two years for assurance and related services by the independent auditors

that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under “Audit

and generally consist of fees for other engagements under professional auditing standards, accounting and reporting consultations,

that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under “Audit

Fees,” and generally consist of fees for other engagements under professional auditing standards, accounting and reporting consultations,

internal control-related matters, and audits of employee benefit plans.

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category includes the aggregate fees billed in each of the last two years for products and services provided by the independent auditors

that are not reported above under “Audit Fees,”

“Audit-Related Fees,”

or “Tax Fees.”

The Audit Committee’s

that are not reported above under “Audit Fees,” “Audit-Related Fees,” or “Tax Fees.”

The Audit Committee’s

policy is to pre-approve all services provided by our independent auditors.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed with this registration

Exhibit Description

Certificate of Incorporation (incorporated by reference to Exhibit 2.1 of Form DOS filed with the SEC on August 19, 2016).

Amended and Restated Bylaws.

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Form S-1 filed with the SEC on May 10, 2021).

Certificate of Designation of Alzamend Neuro, Inc.

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Standard Exclusive License Agreement with Sublicensing Terms Number LIC18111 with the University of South Florida Research Foundation, Inc., dated July 2, 2018 (incorporated by reference to Exhibit 6.4 of Form 1-K filed with the SEC on February 21, 2019).

Standard Exclusive License Agreement with Sublicensing Terms Number LIC19050 with the University of South Florida Research Foundation, Inc., dated June 10, 2020 (incorporated by reference to Exhibit 6.6 of Form 1-K filed with the SEC on August 28, 2020).

Standard Exclusive License Agreement with Sublicensing Terms Number LIC19051 with the University of South Florida Research Foundation, Inc., dated June 10, 2020 (incorporated by reference to Exhibit 6.7 of Form 1-K filed with the SEC on August 28, 2020).

Employment Agreement with Henry Nisser effective May 1, 2019 (incorporated by reference to Exhibit 6.5 of Form 1-K filed with the SEC on August 28, 2019).

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Securities Purchase Agreement with Ault Life Sciences Fund, LLC, dated April 30, 2019 (incorporated by reference to Exhibit 4.2 of Form 1-A/A filed with the SEC on February 4, 2020).

Note Receivable Agreement with Avalanche International Corp.

dated April 10, 2018 (incorporated by reference to Exhibit 10.13 of Form S-1 filed with the SEC on May 10, 2021).

Securities Purchase Agreement with Ault Global Holdings, Inc.

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Certification of Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Instance Document.

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith.

** This certification will not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

** This certification will not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liability of that section.

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Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

+ Indicates management contract or compensatory plan.

+ Indicates management contract or compensatory

FORM 10–K SUMMARY

Pursuant to the requirements

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ALZAMEND NEURO, INC.

July 19, 2022

/s/ Stephan Jackman

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Chief Executive Officer (principal executive officer)

July 19, 2022

Chief Financial Officer (principal financial and accounting officer)

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears

below constitutes and appoints Stephan Jackman and Henry Nisser, and each of them, as his or her true and lawful attorneys-in-fact and

agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to

sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection

KNOW ALL BY THESE PRESENTS, that each person whose

signature appears below constitutes and appoints Stephan Jackman and Henry Nisser, and each of them, as his or her true and lawful attorneys-in-fact

and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities,

to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power

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agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on in the capacities and on the dates indicated.

/ s/ Stephan Jackman

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on in the capacities and on the dates

Stephan Jackman

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(principal executive officer)

Chief Financial Officer (principal financial

and accounting officer)

July 19, 2022

Chief Financial Officer

(principal financial and accounting officer)

July 19, 2022

/s/ William B.

Chairman of the Board

July 19, 2022

/s/ Henry C.W.

Executive Vice President, General Counsel and Director

Mark Gustafson

Executive Vice President, General Counsel

July 19, 2022

Mark Gustafson

July 19, 2022

Lynne Fahey McGrath, M.P.H., Ph.D.

Fahey McGrath, M.P.H., Ph.D.

Lynne Fahey McGrath, M.P.H., Ph.D.

July 19, 2022

July 29 , 2021

Woo, M.D., Ph.D.

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July 19, 2022

INDEX TO FINANCIAL STATEMENTS

ALZAMEND NEURO, INC.

Report of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm (PCAOB ID 23 )

Balance Sheets as of April 30, 2022 and 2021

Statements of Operations for the years ended April 30, 2022 and 2021

Statements of Changes in Stockholders’ Equity for the years ended April 30, 2022 and 2021

Statements of Cash Flows for the years ended April 30, 2022 and 2021

Statements of Changes in Stockholders’

Equity for the years ended April 30, 2021 and 2020

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

To the Board of Directors and Stockholders of Alzamend Neuro,

REPORT OF INDEPENDENT REGISTERED ACCOUNTING

To the Board of Directors and Stockholders of

Alzamend Neuro, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Alzamend

(the Company) as of April 30, 2021 and 2020, and the related statements of operations, changes in stockholders’

and cash flows for the years then ended and the related notes to the financial statements (collectively, the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30,

We have audited the accompanying balance sheets

of Alzamend Neuro, Inc.

(the Company) as of April 30, 2022 and 2021, and the related statements of operations, changes in stockholders’

equity and cash flows for the years then ended and the related notes to the financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30,

2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles

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Basis for Opinion

These financial statements are the responsibility of the Company's

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect

to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted our audit in accordance with the standards of the

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks

of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

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CURRENT ASSETS

Note receivable, related party, net

Prepaid expenses and other current assets

TOTAL CURRENT ASSETS

LIABILITIES AND STOCKHOLDERS’

Property, plant and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

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TOTAL CURRENT LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’

STOCKHOLDERS’ EQUITY

Convertible Preferred stock, $ 0.0001 par value:

10,000,000 shares authorized;

Series A Convertible Preferred Stock, $0.0001 stated value per share, 1,360,000 shares designated;

750,000 shares issued and outstanding as of April 30, 2021 and 2020, respectively

Series A Convertible Preferred Stock, $ 0.0001 stated value per share,

1,360,000 shares designated;

nil and 750,000 shares issued and outstanding as

of April 30, 2022 and April 30, 2021, respectively

Common stock, $ 0.0001 par value:

300,000,000 shares authorized;

67,429,525 and 64,762,858

shares issued and outstanding as of April 30, 2021 and 2020, respectively

and 67,429,525 shares issued and outstanding as of April 30, 2022 and April

30, 2021, respectively

Additional paid-in capital

Note receivable for common stock –

related party

Note receivable for common stock – related party

( 14,883,295 )

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( 16,832,436 )

TOTAL STOCKHOLDERS’

TOTAL LIABILITIES AND STOCKHOLDERS’

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of

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Loss from operations

( 12,319,535 )

( 4,951,888 )

OTHER INCOME (EXPENSE), NET

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Interest income - related party

Total other income (expense), net

Total other expense, net

$ ( 12,362,059 )

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ALZAMEND NEURO, INC.

Statements of Changes in Stockholders’

Years Ended April 30, 2022 and April 30, 2021

Series A Convertible

Note Receivable

Preferred Stock

Common Stock -

Related Party

BALANCES, April 30, 2020

$ ( 14,983,200 )

$ ( 11,785,869 )

Issuance of common stock, related

Stock-based compensation to

employees and consultants

Issuance of common stock, note

receivable – related party

Fair value of warrants issued in

connection with convertible notes

Fair value of warrants issued in

connection with convertible notes-

related party

( 5,046,567 )

BALANCES, April 30, 2021

$ ( 14,883,295 )

$ ( 16,832,436 )

Issuance of common stock for

restricted stock awards

Stock-based compensation to

employees and consultants

Issuance of common stock &

warrants-related party, net

Proceeds from stock option exercise

Proceeds from initial public offering,

net of underwriters' discounts and

commissions and issuance costs of

$ 1.5 million

Issuance of shares of common stock

for conversion of debt

Conversion of Series A convertible

( 12,362,059 )

BALANCES, April 30, 2022

$ ( 14,883,295 )

$ ( 29,194,495 )

The accompanying notes are an integral part of

these financial statements.

ALZAMEND NEURO, INC.

Statements of Cash Flows

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Adjustments to reconcile net loss to net cash used in operating activities:

Non-cash interest expense-debt discount amortization

Depreciation expense

Interest expense - debt discount

Interest expense - debt discount, related party

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Stock-based compensation to employees and consultants

Non-cash consulting expense from issuance of common stock

Non-cash expense from issuance of common stock

Changes in operating assets and liabilities:

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Net cash used in operating activities

( 6,613,990 )

( 2,712,027 )

Cash flows from investing activities:

Proceeds from repayments of notes receivable - related party

Purchase of machinery

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from the issuance of common stock and warrants, net

Proceeds from short-term advances, related party

Proceeds from convertible note payable, related party

Proceeds from the issuance of common stock and warrants - related party, net

Proceeds from stock option exercise

Payments of related party payable

Proceeds from short-term advances, related party

Proceeds from note payable

Proceeds from note receivable for common stock –

related party

Proceeds from note receivable for common stock – related party

Proceeds from convertible note payable

Proceeds from convertible note payable, related party

Proceeds from initial public offering, net of

underwriters’ discounts and

commissions and issuance costs

Net cash provided by financing activities

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Non-cash financing activities:

Accrued interest payable, related party, satisfied with the issuance of common stock

Issuance of common stock in payment of short-term advances, related party

Issuance of common stock in payment of convertible notes payable, related party

Conversion of Series A preferred stock

Fair value of warrants issued in connection with initial public offering

Fair value of warrants issued in connection with March 2021 securities purchase

agreement, related party

Fair value of warrants issued in connection with convertible notes payable,

Fair value of warrants issued in connection with convertible notes payable, related party

The accompanying notes are an integral part of

these financial statements.

ALZAMEND NEURO, INC.

Statements of Changes in Stockholders’

Years Ended April 30, 2021 and April 30, 2020

Series A Convertible

Note Receivable for

BALANCES, April 30, 2019

$ (15,000,000 )

$ (7,375,633 )

Issuance of common stock and warrants

Stock-based compensation to employees and

Proceeds from note receivable –

related party

for common stock

Issuance of common stock for services

BALANCES, April 30, 2020

$ (14,983,200 )

$ (11,785,869 )

Issuance of common stock and warrants,

Stock-based compensation to employees and

Proceeds from note receivable –

related party

for common stock

Fair value of warrants issued in connection

convertible notes

Fair value of warrants issued in connection

convertible notes –

related party

BALANCES, April 31, 2021

$ (14,883,295 )

$ (16,832,436 )

Fair value of warrants issued in connection with convertible notes payable

Issuance of common stock in payment of short-term advances, related party

Issuance of common stock on conversion of note

Issuance of common stock in payment of convertible notes payable, related party

Accrued interest payable for common stock

The accompanying notes are an integral part of

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Alzamend Neuro, Inc.

“Company”

or “Alzamend”), is a preclinical stage biopharmaceutical company focused on developing novel products

“Company” or “Alzamend”), is an early clinical-stage biopharmaceutical company focused on developing novel products

for the treatment of neurodegenerative diseases and psychiatric disorders.

The Company’s primary focus is Alzheimer’s disease

(“Alzheimer’s”

or “AD”).

With two current and future product candidates, Alzamend aims to bring treatments

or cures to market at a reasonable cost as quickly as possible.

The Company’s current pipeline consists of two novel therapeutic

drug candidates (collectively, the “Technology”):

(i) a patented ionic cocrystal technology delivering a therapeutic combination

of lithium, proline and salicylate, known as AL001 or LiProSal, through two royalty-bearing exclusive worldwide licenses from the University

of South Florida Research Foundation, Inc., as licensor, and (ii) a patented method using a mutant peptide sensitized cell as a cell-based

therapeutic vaccine that seeks to restore the ability of a patient’s immunological system to combat Alzheimer’s, known as

AL002 or CA022W, through a royalty-bearing exclusive worldwide license from the same licensor.

The Company’s primary focus is Alzheimer’s disease.

With two current and future product candidates, Alzamend aims to bring treatments or cures to market at a reasonable cost as quickly as

The Company’s current pipeline consists of two novel therapeutic drug candidates (collectively, the “Technology”):

(i) a patented ionic cocrystal technology delivering a therapeutic combination of lithium, proline and salicylate, known as AL001, through

two royalty-bearing exclusive worldwide licenses from the University of South Florida Research Foundation, Inc., as licensor (the “Licensor”);

and (ii) a patented method using a mutant peptide sensitized cell as a cell-based therapeutic vaccine that seeks to restore the ability

of a patient’s immunological system to combat Alzheimer’s, known as AL002 or CA022W, through a royalty-bearing exclusive worldwide

license from the same Licensor.

The Company is devoting substantially

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The Company has financed its operations to date primarily through debt financings and through the sale of its common stock, par

value $0.0001 per share (the “Common Stock”).

value $ 0.0001 per share.

The Company expects to continue to incur net losses in the foreseeable future.

LIQUIDITY, GOING CONCERN AND MANAGEMENT’S

The accompanying financial

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of $ 14.1 million and an accumulated deficit of $ 29.2 million .

The Company has incurred recurring losses for the year ended April 30, 2021

totaling $5.0 million.

In the past, the Company has financed its 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 Holdings, Inc.

(“Ault Global”), or DPL, pursuant to which the Company agreed to sell an aggregate of 6,666,667

shares of 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 Common Stock.

According to the securities purchase agreement, DPL will purchase

an additional (i) 1,333,333 shares of 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 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 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.

The Company had cash for the year ended April 30, 2021, totaling $ 1.9 million

and accumulated deficit of $ 16.8 million .

In the past, the Company has financed its operations principally through issuances of promissory

notes and equity securities.

In March of 2021, the

Company entered into a securities purchase agreement (the “SPA”) with DPL, a California limited liability company

(“DPL”) and wholly owned subsidiary of BitNile Holdings, Inc.

(“BitNile”), a related party, pursuant to which the Company

agreed to sell an aggregate of 6,666,667

shares of common stock for an aggregate of $ 10

million, or $ 1.50

per share, which sales were 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 common stock.

Under the terms of the SPA, DPL purchased an additional (i) 1,333,333 shares of common stock

in July 2021, upon U.S.

Food and Drug Administration (“FDA”) approval of the Company’s Investigational New Drug

(“IND”) application for the phase I clinical trials for a purchase price of $ 2

and (ii) 2,666,667 shares of the common stock in July 2022, upon completion of these phase I clinical trials for a purchase

price of $4 million.

In addition, the Company issued DPL warrants to purchase an aggregate of 6,666,667

shares of common stock at an exercise price of $ 3.00

Finally, the Company agreed that for a period of eighteen (18) 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.

The Company expects to continue

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sufficient to fund its development and commercial operations.

However, based on the Company’s current business plan, management

believes that the Company’s cash and cash equivalents at April 30, 2021, together with the funds received from the Company’s

June 2021 initial public offering (see Note 13), are sufficient to meet the Company’s 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 the Company’s

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.

Company is 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 Alzamend’s business.

The Company’s 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 the clinical protocol development and IND development and submission as a result of a lack

of labor and equipment.

COVID-19 also delayed the nonclinical studies for AL002 by 12 weeks during the months of March to May 2020 due

to shutdowns at third-party lab facilities where Alzamend was not granted access to perform research.

The Company continues to assess

and monitor its business operations and system supports and the impact COVID-19 may continue to have on its operations and financial condition,

but there can be no assurance that this analysis will enable the Company 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 Alzamend’s sector in particular.

The Company’s operations are located

in Orange County, CA and Tampa, FL, and certain members of the senior management work in Atlanta, GA and New York, NY.

The Company has

been following the recommendations of local health authorities to minimize exposure risk for its employees, including the temporary closures

of our offices where certain employees work and having employees work remotely to the extent possible, has not negatively impacted their

Currently, the Company and its third-party facilities are working closely to pre-COVID-19 levels and expect normal operations

for the balance of the calendar year.

However, based on the Company’s current business plan, management

believes that the Company’s cash and cash equivalents at April 30, 2022 are sufficient to meet the Company’s anticipated cash

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

SIGNIFICANT ACCOUNTING POLICIES

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The financial statements have

been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and

pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”).

been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”).

Accounting Estimates

The preparation of financial

statements, in conformity with U.S.

GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

revenues and expenses during the reporting period.

The Company’s critical accounting policies that involve significant judgment

and estimates include share-based compensation, warrant valuation, and valuation of deferred income taxes.

Actual results could differ

from those estimates.

The preparation of

financial statements, in conformity with U.S.

GAAP, requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and

the reported amounts of revenues and expenses during the reporting period.

The Company’s critical accounting policies that

involve significant judgment and estimates include research and development, share-based compensation, warrant valuation, and

valuation of deferred income taxes.

Actual results could differ from those estimates.

Cash and Cash Equivalents

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As of April 30, 2022

and April 30, 2020, the Company had no cash equivalents.

and 2021, the Company had no cash equivalents.

Fair Value of Financial Instruments

The Company’s financial

instruments are accounts payable, notes payable and notes payable, related party.

The recorded values of accounts payable approximate

their fair values based on their short-term nature.

The recorded values of notes payable and notes payable, related party are recorded

at their carrying value, net of any unamortized debt discount, which approximates their fair value based on their short-term nature and

as interest rates approximate market rates.

GAAP defines fair value

as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous

market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques

used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy

is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last

is considered unobservable:

Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , defines fair value as

the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most

advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable

The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two

are considered observable and the last is considered unobservable:

Quoted prices in

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The fair values of warrants

are determined using the Black-Scholes valuation model, a “Level 3”

fair value measurement, based on the estimated fair value

of Common Stock, volatility based on the historical volatility data of similar companies, considering the industry, products and market

capitalization of such other entities, the expected life based on the remaining contractual term of the conversion option and warrants

and the risk free interest rate based on the implied yield available on U.S.

Treasury Securities with a maturity equivalent to the warrants’

contractual life.

issued in connection with equity or debt issuance are determined using the Black-Scholes valuation model, a “Level 3” fair

value measurement, based on the estimated fair value of the underlying common stock, volatility based on the historical volatility data

of similar companies, considering the industry, products and market capitalization of such other entities, the expected life based on

the remaining contractual term of the conversion option and warrants and the risk free interest rate based on the implied yield available

Treasury Securities with a maturity equivalent to the warrants’ contractual life.

The Company determines its

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more likely than not that some or all of the deferred tax assets will not be realized.

As of April 30, 2021, the Company has fully reserved

As of April 30, 2022, the Company had fully reserved

the net deferred income tax assets by taking a full valuation allowance against these assets.

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applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the

The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being

realized upon ultimate settlement.

To the extent that the final tax outcome of these matters is different than the amount recorded, such

differences impact income tax expense in the period in which such determination is made.

Interest and penalties, if any, related to accrued

liabilities for potential tax assessments are included in income tax expense.

GAAP also requires management to evaluate tax positions

taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be

sustained upon examination by applicable taxing authorities.

Management of the Company has evaluated tax positions taken by the Company

and has concluded that as of April 30, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition

The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized

upon ultimate settlement.

To the extent that the final tax outcome of these matters is different than the amount recorded, such differences

impact income tax expense in the period in which such determination is made.

Interest and penalties, if any, related to accrued liabilities

for potential tax assessments are included in income tax expense.

GAAP also requires management to evaluate tax positions taken by

the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained

upon examination by applicable taxing authorities.

Management of the Company has evaluated tax positions taken by the Company and has

concluded that as of April 30, 2022, there were no uncertain tax positions taken, or expected to be taken, that would require recognition

of a liability that would require disclosure in the financial statements.

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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 the Company.

to clinical research organizations that conduct certain research and development activities on behalf of the Company.

The Company has acquired and

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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.

licenses, products 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

The Company maintains a stock-based

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

The plan allows for the issuance of

incentive stock options, non-qualified stock options, restricted stock units, and other forms of equity awards.

The Company recognizes stock-based

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

Our stock-based compensation costs are based upon the grant date fair value of options estimated using the Black-Scholes option

pricing model.

compensation expense for stock options on a straight-line basis over the requisite service period and accounts for forfeitures as they

The Company’s stock-based compensation costs are based upon the grant date fair value of options estimated using the Black-Scholes

option pricing model.

To the 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 date.

evaluates when the achievement of any such performance-based milestone is probable based on the satisfaction of the performance conditions

as of the reporting date.

The Company recognizes stock-based

compensation expense for restricted stock on a straight-line basis over the requisite service period and accounts for forfeitures as they

The Company’s stock-based compensation for restricted stock is based upon the estimated fair value of the Company’s

common stock.

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.

Company does not have an extensive trading history for its 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.

The Company will continue to apply this process

until a sufficient amount of historical information regarding the volatility of the Company’s 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 the Company does not have sufficient historical data

to use any other method to estimate expected term.

Expected Dividend Yield.

has never paid dividends on its Common Stock and has no plans to pay dividends on its Common Stock.

Therefore, the Company used an expected

dividend yield of zero.

Certain of such assumptions

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

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

Common Stock Valuations

Prior to the Company’s

initial public offering in June 2021, there was no public market for the Company’s Common Stock, and, as a result, the fair value

of the shares of common stock underlying the Company’s share-based awards was estimated on each grant date by the board of directors.

To determine the fair value of the Company’s Common Stock underlying option grants, the board of directors considered, among other

things, input from management, and the 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 to:

the Company’s results of operations and

financial position, including its levels of available capital resources;

the Company’s stage of development and

material risks related to its business;

progress of the Company’s research and

development activities;

the Company’s 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 the Company sold shares of

Common Stock to outside investors in arms-length transactions;

the likelihood of achieving a liquidity event

for the Company’s security holders, such as an initial public offering or a sale of our company, given prevailing market conditions;

trends and developments in the Company’s

external market conditions affecting the life

sciences and biotechnology industry sectors.

Following the closing of the

Company’s initial public offering, the board of directors will determine the fair market value of our common stock based on the

closing price of the Company’s common stock as reported on the date of grant.

Company uses significantly different assumptions or estimates, the Company’s stock-based compensation could be materially different.

The Company accounts for stock

warrants as either equity instruments, derivative liabilities, or liabilities in accordance with Accounting Standards Codification (“ASC”)

480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging, depending on the specific terms of the

warrant agreement.

Debt Issued with Warrants

The Company considers guidance

within ASC 470-20, Debt , ASC 480, and ASC 815 when accounting for the issuance of convertible debt with detachable warrants.

described above under the caption “Warrants,”

the Company classifies stock warrants as either equity instruments, derivative

liabilities, or liabilities depending on the specific terms of the warrant agreement.

In circumstances in which

debt is issued with equity-classified warrants, the proceeds from the issuance of convertible debt are allocated to the warrants and convertible

debt based on their relative estimated fair value.

The fair value of equity warrants is recorded as a discount to the convertible debt

with a corresponding increase to additional paid-in capital.

The debt discount is amortized as interest expense using the effective interest

Embedded Derivatives.

The Company considers whether there are any embedded features in debt instruments that require bifurcation and separate accounting as

derivative financial instruments pursuant to ASC 815.

Beneficial Conversion Feature.

If the amount allocated to the convertible debt results in an effective per share conversion price less than the fair value of the Company’s

common stock on the commitment date, the intrinsic value of this beneficial conversion feature is recorded as a discount to the convertible

debt with a corresponding increase to additional paid-in capital.

The beneficial conversion feature discount is equal to the difference

between the effective conversion price and the fair value of the Company’s common stock at the commitment date, unless limited by

the remaining proceeds allocated to the debt.

At issuance, the effective conversion price of the Company’s convertible notes payable

were not deemed to be below the estimated fair value of the Company’s common stock, and, as a result, no beneficial conversion feature

was recorded.

The Company accounts for debt

as liabilities measured at amortized cost and amortizes the resulting debt discount to interest expense using the effective interest method

over the expected term of the Notes pursuant to ASC 835, Interest .

Emerging Growth Company Status

The Company is an emerging

growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

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.

Comprehensive Loss

Comprehensive loss is defined as a change

in equity during a period from transactions and other events and circumstances from non-owner sources.

There have been no items qualifying

as other comprehensive loss, and, therefore, comprehensive loss for the periods reported was comprised solely of the Company’s net

warrants as either equity instruments, derivative liabilities, or liabilities in accordance with ASC 480, Distinguishing Liabilities

from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) , depending

on the specific terms of the warrant agreement.

During the year ended April

30, 2022, based on the terms of the Company’s warrant agreements, the Company accounted for the warrants as equity instruments as

the warrants were indexed to the common stock, required settlement in shares and would be classified as equity under ASC 815.

Loss per Common Share

The Company utilizes Financial

Accounting Standards Board (“FASB”) ASC Topic No.

The Company utilizes FASB

ASC Topic No.

260, Earnings per Share .

Basic loss per share is computed by dividing

loss available to common shareholders by the weighted-average number of common shares outstanding.

Diluted loss per share is computed

similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would

have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Diluted loss per

common share reflects the potential dilution that could occur if convertible preferred stock, options and warrants were to be exercised

or converted or otherwise resulted in the issuance of Common Stock that then shared in the earnings of the entity.

There are no differences

between net loss and comprehensive loss.

Basic loss per share is computed by dividing loss available to common stockholders

by the weighted-average number of common shares outstanding.

Diluted loss per share is computed similar to basic loss per share except

that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential

common shares had been issued and if the additional common shares were dilutive.

Diluted loss per common share reflects the potential

dilution that could occur if convertible preferred stock, options and warrants were to be exercised or converted or otherwise resulted

in the issuance of common stock that then shared in the earnings of the entity.

Since the effects of outstanding

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Stock options (1)

Restricted stock

Convertible notes

(1) The Company has excluded 7,500,000 stock options, with an exercise price of $0.0004, from its anti-dilutive

securities as these shares have been included in our determination of basic loss per share as they represent shares issuable for little

or no cash consideration upon the satisfaction of certain conditions pursuant to ASC 260-10-45-13.

Reclassifications

Certain prior period amounts

have been reclassified for comparative purposes to conform to the current period financial statement presentation.

These reclassifications

had no effect on previously reported results of operations.

The Company has excluded 2,000,000 stock options, with an exercise

price of $ 0.0004 , from its anti-dilutive securities as these shares have been included in our determination of basic loss per share as

they represent shares issuable for little or no cash consideration upon the satisfaction of certain conditions pursuant to ASC 260-10-45-14.

Recent Accounting Standards

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Unless otherwise discussed, the impact

of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position

or results of operations upon adoption.

In August 2018, the FASB issued ASU 2018-13,

Fair Value Measurement (Topic 820):

Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, (“ASU

2018-13”).

The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains

and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the

narrative description of measurement uncertainty.

Certain disclosure requirements in Topic 820 are also removed or modified.

The amendments

are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.

Certain of the amendments

are to be applied prospectively while others are to be applied retrospectively.

The Company adopted ASU 2018-13 as of May 1, 2020.

of this standard had no material impact on its financial statements and related disclosures.

In October 2020, the FASB issued

ASU 2020-10, Codification Improvements to make incremental improvements

to GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information

in the financial statements extends to the corresponding disclosures section.

The Company adopted the ASU effective May 1, 2021.

amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date.

impact of adopting the ASU was immaterial to the consolidated results of operations, cash flows, financial position, and disclosures.

In December 2019, the FASB

issued ASU No.

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”),

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”),

which is intended to simplify various aspects related to accounting for income taxes.

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for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.

Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Company adopted ASU 2018-13 as of May 1, 2021.

Adoption of this standard had no material impact on the Company’s financial statements

and related disclosures.

In August 2020, the FASB issued

ASU 2020-06, Debt –

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –

Entity’s Own Equity (Subtopic 815-40) .

This ASU reduces the number of accounting models for convertible debt instruments and

convertible preferred stock.

As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own

equity to reduce form-over-substance-based accounting conclusions.

ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts

in Entity’s Own Equity (Subtopic 815-40) .

This ASU reduces the number of accounting models for convertible debt instruments

and convertible preferred stock.

As well as amend the guidance for the derivatives scope exception for contracts in an entity’s

own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the related EPS guidance.

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is either a modified retrospective method or a fully retrospective method of transition.

The Company is currently evaluating the impact

of this standard on its consolidated financial statements and related disclosures.

The adoption of this standard on May 1, 2021,

did not have a material impact on the Company’s financial position or results of operations.

The Company has considered

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NOTE RECEIVABLE, RELATED PARTY, NET

On April 10, 2018, Avalanche

International Corp., a related party (“Avalanche”), issued a promissory note (the “AVLP Note”) to the Company

pursuant to which the Company agreed to provide Avalanche a loan of up to $995,500 for the period ending on April 30, 2019, subject

to the terms and conditions stated in the AVLP Note.

The AVLP Note accrues interest at 10% per annum and includes a 10% original issue

The balance outstanding on the AVLP Note as of April 30, 2020, was $100,915.

During the month of August 2020, the principal

and accrued interest on the AVLP Note was paid in full.

In accordance with ASC No.

310, Receivables (“ASC 310”), the Company accounted for the AVLP Note at amortized cost, which represented the amount at which

the promissory note was acquired, adjusted for accrued interest and accretion of original issue discount.

Interest was accreted using

the effective interest method.

The Company recorded interest on an accrual basis and recognized it as earned in accordance with the contractual

terms of the promissory note.

The original issue discount of $90,500 was amortized as interest income through the maturity date.

the years ended April 30, 2021 and 2020, the Company recorded contractual interest income from the stated interest rate of $1,706 and

$13,925, respectively.

On April 30, 2019, the Company and Ault

Life Sciences Fund, LLC (“ALSF”) entered into a securities purchase agreement for the purchase of 10,000,000 shares of the

Company’s common stock for a total purchase price of $15,000,000, or $1.50 per share with 5,000,000 warrants with a 5-year life

On April 30, 2019, the Company

and Ault Life Science Fund, LLC (“ALSF”), a related party, entered into a securities purchase agreement for the purchase of 10,000,000 shares of

the Company’s common stock for a total purchase price of $ 15,000,000 , or $1.50 per share with 5,000,000 warrants with a 5 -year life

and an exercise price of $ 3.00 per share and vesting upon issuance.

The total purchase price of $15,000,000 was in the form of a non-interest

bearing note receivable with a 12-month term from ALSF, a related party.

bearing note receivable with a 12-month term from ALSF.

In November 2019, the term of the note receivable was extended

to December 31, 2021, and in May 2021, the term of the note receivable was extended to December 31, 2023 (See Note 13).

The note is secured

by a pledge of the purchased shares.

As the note receivable from ALSF is related to the issuance of common stock, it is recorded as an

offset to additional paid-in capital.

During the year ended April 30, 2021, proceeds from the note receivable for common stock, related

party, were $99,905.

The balance outstanding on the note receivable from ALSF as of April 30, 2021 was $14,883,295.

to December 31, 2021, and in May 2021, the term of the note receivable was extended to December 31, 2023.

The note is secured by a pledge

of the purchased shares.

As the note receivable from ALSF is related to the issuance of common stock, it is recorded as an offset to additional

paid-in capital.

At April 30, 2022 and 2021, the outstanding balance of the note receivable was $ 14,883,295 .

PREPAID EXPENSES AND OTHER CURRENT ASSETS

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Prepaid consulting fees

Deferred offering costs

Interest receivable

Prepaid insurance

Other prepaid expenses

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Total prepaid expenses and other current assets

The following is a geographical breakdown of the

Company’s loss before the provision for income taxes:

On June 14, 2021, the Company

purchased directors and officers insurance for twelve months at an annual premium amount of $ 855,000 .

Prepaid insurance at April 30, 2022

represents the unamortized portion of annual premium paid for this policy.

At April 30, 2021, prepaid consulting fees represented the

balance of fees paid for consulting services to Spartan Capital Securities, LLC (“Spartan Capital”) that are expected to be

recognized over the remaining term of the agreement that runs through December 31, 2022.

The following is a geographical

breakdown of the Company’s loss before the provision for income taxes:

April 30, 2022

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$ ( 5,046,567 )

Total pre-tax income (loss)

$ ( 12,362,059 )

$ ( 5,046,567 )

Significant components of the Company’s

deferred tax assets are as follows:

Significant components of

the Company’s deferred tax assets are as follows:

April 30, 2022

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Net operating loss carryover

Other temporary differences

Stock compensation

Total deferred tax asset

Valuation allowance

( 10,076,931 )

( 4,354,645 )

Deferred income tax asset, net of allowance

A reconciliation of the federal statutory income

tax rate to the Company’s effective income tax rate for the years ended April 30, is as follows:

For the Year Ended April 30,

tax rate to the Company’s effective income tax rate for the years ended April 30, 2022 and 2021, is as follows:

Tax benefit at U.S.

Federal statutory tax rate

State income tax, net of federal benefit

Increase (decrease) in tax rate resulting from:

Change in valuation allowance

Stock compensation

Effective tax rate

In assessing the realization

of deferred tax assets, management considers whether it is more likely than not the Company’s deferred tax assets will be realized.

Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making

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not to utilize its deferred tax assets.

Therefore, a full valuation allowance is maintained, as of the years ended April 30, 2021 and

April 30, 2020, of $4,354,645 and $2,844,294, respectively.

April 30, 2021, the Company maintains US Federal and state net operating loss (“NOL”) carryovers of approximately $11,571,832

Therefore, a full valuation allowance was maintained, as of the years ended April 30, 2022 and

2021, of $ 10,076,931 and $ 4,354,645 , respectively.

April 30, 2022, the Company maintained US Federal and state net operating loss (“NOL”) carryovers of approximately $ 29,110,836

and $ 32,362,154 respectively.

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In accordance

with IRC §

382, the future deductibility of the Company’s NOLs

may be subject to an annual limitation in the event of a change in control as defined by applicable regulations.

The Company has yet to

complete a formal study to confirm NOLs are not limited in utilization per IRC §

with Internal Revenue Code § 382 (“IRC § 382”),

the future deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined

by applicable regulations.

The Company has yet to complete a formal study to confirm NOLs are not limited in utilization per IRC § 382

and may reduce applicable deferred tax assets upon completion of such a study, in future periods.

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being sustained.

The Company has no uncertain tax positions as of April 30, 2021.

The Company’s policy

The Company had no uncertain tax positions as of April 30, 2022.

The Company’s policy

is to recognize interest and penalties related to income tax matters in the provision for income taxes.

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The Company is subject to

taxation in the United States and various US state jurisdictions.

taxation in the United States and various U.S.

state jurisdictions.

All tax years remain open to examination by the Internal Revenue Service

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On December 27, 2020, the

Consolidated Appropriations Act, 2021 (CAA 2021) which included a number of provisions including, but not limited to the extension of

numerous employment tax credits, the extension of the Section 179D deduction, enhanced business meals deductions, and the deductibility

of expenses paid with Paycheck Protection Program (PPP) loan funds that are forgiven, was signed in to law.

Accordingly, the effects of

the CAA 2021 have been incorporated into the income tax provision for the year ended April 30, 2021.

Consolidated Appropriations Act, 2021 (“CAA 2021”) which included a number of provisions including, but not limited to the

extension of numerous employment tax credits, the extension of the Section 179D deduction, enhanced business meals deductions, and the

deductibility of expenses paid with Paycheck Protection Program loan funds that are forgiven, was signed into law.

Accordingly, the effects

of the CAA 2021 have been incorporated into the income tax provision for the year ended April 30, 2022.

These provisions did not

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2016 Stock Incentive Plan

On April 30, 2016, the Company’s

shareholders approved the Company’s 2016 Stock Incentive Plan (the “Plan”).

On April 30, 2016, the Company’s

stockholders approved the Company’s 2016 Stock Incentive Plan (the “Plan”).

The Plan provides for the issuance of a

maximum of 12,500,000 shares of the Company’s Common Stock to be offered to the Company’s directors, officers, employees,

and consultants.

On March 1, 2019 the Company’s shareholders approved an additional 7,500,000 shares to be available for issuance

under the Plan.

Options granted under the Plan have an exercise price equal to or greater than the fair value of the underlying Common

Stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant.

The options expire between

five and 10 years from the date of grant.

Restricted stock awards granted under the Plan are subject to a vesting period determined at

maximum of 12,500,000 shares of common stock to be offered to the Company’s directors, officers, employees, and consultants.

March 1, 2019, the Company’s stockholders approved an additional 7,500,000 shares to be available for issuance under the Plan.

granted under the Plan have an exercise price equal to or greater than the fair value of the underlying common stock at the date of grant

and become exercisable based on a vesting schedule determined at the date of grant.

The options expire between five and 10 years from

the date of grant.

Restricted stock awards granted under the Plan are subject to a vesting period determined at the date of grant.

2021 Stock Incentive Plan

In February 2021, our Board

of Directors adopted, and our stockholders approved, the Alzamend Neuro, Inc.

2021 Stock Incentive Plan (the “2021 Plan”).

The 2021 Plan authorizes the grant to eligible individuals of (1) stock options (incentive and non-statutory), (2) restricted stock, (3)

stock appreciation rights, or SARs, (4) restricted stock units, and (5) other stock-based compensation.

In February 2021, the Company’s

board of directors (the “Board”) adopted, and the stockholders approved, the Alzamend Neuro, Inc.

2021 Stock Incentive Plan

(the “2021 Plan”).

The 2021 Plan authorizes the grant to eligible individuals of (1) stock options (incentive and non-statutory),

(2) restricted stock, (3) stock appreciation rights, or SARs, (4) restricted stock units, and (5) other stock-based compensation.

Stock Subject to the 2021

The maximum number of shares of our common stock that may be issued under the 2021 Plan is 10,000,000 shares, which number will

be increased to the extent that compensation granted under the 2021 Plan is forfeited, expires or is settled for cash (except as otherwise

provided in the 2021 Plan).

Substitute awards (awards made or shares issued by us in assumption of, or in substitution or exchange for,

awards previously granted, or the right or obligation to make future awards, in each case by a company that the Company acquires or any

subsidiary of the Company or with which we or any subsidiary combines) will not reduce the shares authorized for grant under the 2021

Plan, nor will shares subject to a substitute award be added to the shares available for issuance or transfer under the 2021 Plan.

The maximum number of shares of common stock that may be issued under the 2021 Plan is 10,000,000 shares, which number

will be increased to the extent that compensation granted under the 2021 Plan is forfeited, expires or is settled for cash (except as

otherwise provided in the 2021 Plan).

Substitute awards (awards made or shares issued by the Company in assumption of, or in substitution

or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company that the Company

acquires or any subsidiary of the Company or with which the Company or any subsidiary combines) will not reduce the shares authorized

for grant under the 2021 Plan, nor will shares subject to a substitute award be added to the shares available for issuance or transfer

under the 2021 Plan.

Restricted Stock.

May 2021, the Company issued restricted stock awards pursuant to the 2021 Plan to one employee and four independent Board members.

restricted stock awards vest over 48 months for the employee and 12 months for the independent Board members.

The awards require continued

service to the Company during the vesting period.

The vesting provisions of individual awards may vary as approved by the Board.

expense for restricted stock is generally recorded based on its market value on the date of grant and recognized ratably over the associated

service and performance period.

Stock Options.

All options that the Company

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

As of the issuance of these financial

statements, there was not an active public market for the Company’s shares.

Accordingly, the fair value of the underlying options

was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization

of such other entities.

As of the date of issuance of these options,

there was not an active public market for the Company’s shares.

Accordingly, the fair value of the underlying options was determined

based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other

The risk-free interest rate used in the calculations is based on the implied yield available on U.S.

issues with an equivalent term approximating the expected life of the options as calculated using the simplified method.

life of the options used was based on the contractual life of the option granted.

Stock-based compensation is a non-cash expense because

the Company settles these obligations by issuing shares of the Company’s Common Stock from its authorized shares instead of settling

such obligations with cash payments.

Treasury issues with an

equivalent term approximating the expected life of the options as calculated using the simplified method.

The expected life of the options

used was based on the contractual life of the option granted.

Stock-based compensation is a non-cash expense because the Company settles

these obligations by issuing shares of common stock from its authorized shares instead of settling such obligations with cash payments.

A summary of stock option

activity for the period April 30, 2019 to April 30, 2021, is presented below:

activity for the period May 1, 2020 to April 30, 2022, is presented below:

Outstanding Options

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Balance at April 30, 2020

Increase to plan shares

Options granted

Options cancelled/forfeited

Balance at April 30, 2021

Increase to plan shares

Options granted

( 1,950,000 )

Options exercised

( 5,500,000 )

Options cancelled/forfeited

Balance at April 30, 2022

Options vested and expected to vest at

April 30, 2021

Options vested and expected to vest at April 30, 2022

Options exercisable at April 30, 2022

The aggregate intrinsic

value in the table above represents the total pretax intrinsic value (i.e., the difference between the estimated fair value price on the

respective date and the exercise price, times the number of shares) that would have been received by the option holders had all option

holders exercised their options.

There have not been any options exercised during the years ended April 30, 2021 and 2020.

The aggregate intrinsic value

in the table above represents the total pretax intrinsic value (i.e., the difference between the estimated fair value on the respective

date and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised

their options.

Stock Options Granted to Employees and Consultants

The estimated fair value of

stock options granted to employees and consultants during the year ended April 30, 2021 and 2020, were calculated using the Black-Scholes

stock options granted to employees and consultants during the years ended April 30, 2022 and 2021 were calculated using the Black-Scholes

option-pricing model using the following assumptions:

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85.53 % - 100.1 %

65.80% -72.35%

Risk-free interest rate

0.31 % - 0.51 %

Dividend yield

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Expected Volatility:

The Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical

industry that were deemed to be representative of future stock price trends as the Company does not have trading history for its common

The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of

its own stock price becomes available.

Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry

that were deemed to be representative of future stock price trends as the Company only has a limited trading history for its common stock.

The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own

stock price becomes available.

Risk-Free Interest Rate:

The Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S.

securities with similar maturities as of the date of the grant.

Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S.

Treasury securities

with similar maturities as of the date of the grant.

Expected Dividend:

The Company has not paid and does not anticipate paying any dividends in the near future.

Company has not paid and does not anticipate paying any dividends in the near future.

Therefore, the expected dividend yield was zero.

Stock-based compensation to

employees and consultants from stock option grants for the year ended April 30, 2021 and 2020 was $1,479,231 and $1,293,915, respectively.

Stock-based compensation related to restricted

stock grants and stock options were $ 1.1 million and $ 2.9 million , respectively, for employees and directors.

The Company also granted

$ 383,000 to TammNet, a consulting retained to help manage the Company’s preclinical and clinical efforts.

Total stock-based compensation

to employees and consultants from the 2021 Plan for the years ended April 30, 2022 and 2021 were $ 4.4 million and $ 2.4 million , respectively.

Performance Contingent Stock Options Granted

In November 2018, the Board

of Directors granted 2,000,000 performance-contingent options under the Plan to the Chief Executive Officer.

These options have an exercise

price of $1.00 per share.

granted 2,000,000 performance-based options under the Plan to the Chief Executive Officer.

These options have an exercise price of $ 1.00

These options have two separate

performance triggers for vesting based upon our therapies achieving certain FDA approval milestones within a specified timeframe.

performance triggers for vesting based upon the therapies achieving certain FDA approval milestones within a specified timeframe.

By definition,

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goal is deemed to be probable of achievement, time-based vesting and recognition of stock-based compensation expense commences.

event any the milestones are not achieved by the specified timelines, such vesting award will terminate and no longer be exercisable with

respect to that portion of the shares.

event any of the milestones are not achieved by the specified timelines, such vesting award will terminate and no longer be exercisable

with respect to that portion of the shares.

The maximum potential expense associated with the performance-contingent awards is $ 1.2 million

of general and administrative expense if all of the performance conditions are achieved as stated in the option agreement.

significant risks and uncertainties associated with FDA approvals, through April 30, 2021, the Company believes that the achievement of

significant risks and uncertainties associated with FDA approvals, as of April 30, 2022, the Company believes that the achievement of

the requisite performance conditions is not probable and, as a result, no compensation cost has been recognized for these awards.

On November 26, 2019, the

Board of Directors granted 4,250,000 performance- and market-contingent awards to certain key employees and a director.

These grants were

made outside of the Plan.

Board granted 4,250,000 performance- and market-contingent awards to certain key employees and a director.

These grants were made outside

These awards have an exercise price of $1.50 per share.

These awards have multiple separate market triggers

for vesting based upon either (i) the successful achievement of stepped target closing prices on a national securities exchange for 90

consecutive trading days later than 180 days after the Company’s initial public offering for its common stock, or (ii) stepped target

These awards have multiple separate market triggers for vesting based

upon either (i) the successful achievement of stepped target closing prices on a national securities exchange for 90 consecutive trading

days later than 180 days after the Company’s initial public offering (“IPO”) for its common stock;

or (ii) stepped target

prices for a change in control transaction.

The target prices range from $15 per share to $40 per share.

In the event any the stock price

milestones are not achieved within three years, the unvested portion of the performance options will be reduced by 25%.

Due to the significant

risks and uncertainties associated with achieving the market-contingent awards, through April 30, 2021, the Company believes that the

achievement of the requisite performance conditions is not probable and, as a result, no compensation cost has been recognized for these

Stock issued for uplisting agreement compensation

Pursuant to the Uplisting Agreement, defined

below, the Company issued to the Advisor 500,000 shares of Common Stock, valued at the $1.3668 estimated grant date fair value of the

stock on the July 10, 2019 date of issuance.

The stock compensation expense is being recognized over the two-year term of the agreement.

During the year ended April 30, 2021 and 2020, the Company recognized stock compensation expense of $378,704 and $303,724, respectively,

related to the Uplisting Agreement, and as of April 30, 2021 the stock compensation expense related to the Uplisting Agreement has been

fully amortized.

Stock issued for placement agent compensation

Upon the initial closing of

the 2019 PPM, defined below, the Company issued to the Placement Agent 500,000 shares of Common Stock valued at the $1.3668 estimated

grant date fair value of the stock on the August 30, 2019 date of issuance.

The consideration was considered to be a cost of the equity

offering, and accordingly, was netted against offering proceeds within additional paid in capital.

In the event any of the stock

price milestones are not achieved within three years, the unvested portion of the performance options will be reduced by 25%.

significant risks and uncertainties associated with achieving the market-contingent awards, as of April 30, 2022, the Company believed

that the achievement of the requisite performance conditions was not probable and, as a result, no compensation cost has been recognized

for these awards.

Performance Contingent Stock Options Granted

to Consultants - TAMM Net

On March 23, 2021, the Company

issued performance-based stock options to certain team members at TAMM Net, Inc.

to purchase an aggregate of 450,000 shares of common

stock at a per share exercise price of $1.50 per share, of which 50% vest upon the completion of Phase I clinical trial for AL001 by March

31, 2022, and the remaining 50% vest upon completion of Phase I clinical trial for AL002 by December 31, 2022.

The Company retained TAMM

Net, Inc., a consulting firm based in Georgia for project management experienced with good manufacturing practices to lead, develop and

manage the Company’s preclinical and clinical efforts, extending from the current status of each product candidate through the exit

or commercialization of the technologies that the Company has licensed.

As of April 30, 2022,

the Company has completed the Phase I clinical trial of AL001.

The Company recognized stock-based compensation related to the completion

of the Phase I clinical trial of AL001 by March 31, 2022.

Due to the significant risks and uncertainties associated with achieving the

completion of Phase I for AL002, as of April 30, 2022, the Company believed that the achievement of the requisite performance conditions

was not probable and, as a result, no compensation cost has been recognized for these awards related to AL002.

Performance Contingent Stock Options Granted

to Consultants - Other Consultants

On October 14, 2021, the Company

issued performance-based stock options to two consultants to purchase an aggregate of 200,000 shares of common stock with an exercise

price of $2.42 per share, of which 50,000 vest upon completion of each of the Phase II clinical trials of AL001 for a bipolar indication,

AL001 for a PTSD indication, AL001 for a MDD indication and AL002 for an Alzheimer’s indication.

As of April 30, 2022, the

Company believed that the achievement of the requisite performance conditions was not probable and, as a result, no compensation cost

has been recognized for these awards related to Phase II of AL001 and AL002.

Stock-Based Compensation Expense

The Company’s results

of operations include expenses relating to stock-based compensation as follows:

The Company’s results

of operations include expenses relating to stock-based compensation for the years ended April 30, 2022 and 2021, were comprised as follows:

For the Year Ended April 30,

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The weighted-average period over which such stock-based compensation expense will be recognized is approximately 1.8 years.

As of April 30, 2020, total

unamortized stock-based compensation expense related to unvested employee and non-employee awards that are expected to vest was $6.0 million.

The weighted-average period over which such stock-based compensation expense will be recognized is approximately 2.6 years.

Warrant Issuances During 2022

During the year ended April

30, 2022, the Company issued warrants to purchase an aggregate of 2,000,000 shares of common stock at an exercise price of $ 3.00 per share

(i) On August 11, 2020, the Company issued a warrant to purchase an aggregate of 91,667 shares of Common Stock

at an exercise price equal to $3.00 per share of Common Stock in connection with the issuance of a convertible promissory note in the

principal amount of $275,000 (see Note 9).

Based on the terms of the Company’s warrant agreement, the Company accounted for the

warrant as an equity instrument as the warrant is indexed to the Company’s Common Stock, require settlement in shares and would

be classified as equity under ASC 815.

(ii) On August 31, 2020, the Company issued a warrant to purchase an aggregate of 16,667 shares of Common Stock

at an exercise price equal to $3.00 per share of Common Stock in connection with the issuance of a convertible promissory note, related

party in the principal amount of $50,000 (see Note 11).

Based on the terms of the Company’s warrant agreement, the Company accounted

for the warrant as equity instrument as the warrant is indexed to the Company’s Common Stock, require settlement in shares and would

and 61,250 shares of common stock at an exercise price of $ 6.25 per share.

(i) On June 17, 2021, the Company issued a warrant to purchase an aggregate of 61,250 shares of common stock

at an exercise price equal to $ 6.25 per share of common stock in connection with the IPO.

Based on the terms of the Company’s warrant

agreement, the Company accounted for the warrant as an equity instrument as the warrant is indexed to the common stock, requires settlement

in shares and would be classified as equity under ASC 815.

(ii) On July 28, 2021, the Company received from the FDA a “Study May Proceed” letter for a Phase

I study under the Company’s IND application for AL001.

Based on the achievement of this milestone, the Company sold an additional

1,333,333 shares of common stock to DPL for $ 2 million, or $ 1.50 per share, and issued to DPL warrants to acquire 666,667 shares of common

stock with an exercise price of $ 3.00 per share (see Note 9).

Based on the terms of the Company’s warrant agreement, the Company

accounted for the warrant as an equity instrument as the warrant is indexed to the common stock, requires settlement in shares and would

be classified as equity under ASC 815.

(iii) In December 2020, the Company issued a warrant to purchase an aggregate of 14,666 shares of Common Stock

at an exercise price equal to $3.00 per share of Common Stock in connection with the issuance of a convertible promissory note in the

principal amount of $44,000 (see Note 9).

Based on the terms of the Company’s warrant agreement, the Company accounted for the warrant

as equity instruments as the warrant is indexed to the Company’s Common Stock, require settlement in shares and would be classified

as equity under ASC 815.

In conjunction with a private

offering of securities between June 25, 2019 and October 31, 2019, the Company issued 878,358 warrants with an exercise price of $3.00

In addition, the Company issued to the placement agent of the private offering 175,672 warrants to purchase a number of shares

of Common Stock (the “Placement Agent Warrants”), a figure equal to ten percent (10%) of the number of shares of Common Stock

sold in the private offering.

The Placement Agent Warrants are exercisable for a period of five years after their date of issuance, have

an exercise price of $1.75 per share and contain provisions pertaining to cashless exercise, standard anti-dilution protection and piggyback

registration rights.

The grant date fair value of the Placement Agent Warrants was $95,467 and was recorded within additional paid-in

(iii) On March 28, 2022, the Company received the full data set from the Phase I clinical trial for AL001.

Based on the achievement of this milestone, on April 28, 2022, under the SPA, the Company sold an additional 2,666,667 shares

of its common stock to 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.

on the terms of the Company’s warrant agreement, the Company accounted for the warrant as an equity instrument as the warrant

is indexed to the common stock, requires settlement in shares and would be classified as equity under ASC 815.

Warrant Issuances During 2021

During the year ended April 30, 2021, the Company issued warrants to

purchase an aggregate of 123,000 shares of common stock at an exercise price of $3.00 per share.

(i) On August 11, 2020, the Company issued a warrant to purchase an aggregate

of 91,667 shares of common stock at an exercise price equal to $3.00 per share of common stock in connection with the issuance of a convertible

promissory note in the principal amount of $275,000.

Based on the terms of the Company’s warrant agreement, the Company accounted

for the warrant as an equity instrument as the warrant is indexed to the Company’s common stock, require settlement in shares and

would be classified as equity under ASC 815.

(ii) On August 31, 2020, the Company issued a warrant to purchase an aggregate

of 16,667 shares of common stock at an exercise price equal to $3.00 per share of common stock in connection with the issuance of a convertible

promissory note, related party in the principal amount of $50,000.

Based on the terms of the Company’s warrant agreement, the Company

accounted for the warrant as equity instrument as the warrant is indexed to the Company’s common stock, require settlement in shares

and would be classified as equity under ASC 815.

(iii) In December 2020, the Company issued a warrant to purchase an aggregate

of 14,666 shares of common stock at an exercise price equal to $3.00 per share of common stock in connection with the issuance of a convertible

promissory note in the principal amount of $44,000.

Based on the terms of the Company’s warrant agreement, the Company accounted

for the warrant as equity instruments as the warrant is indexed to the Company’s common stock, require settlement in shares and

would be classified as equity under ASC 815.

The following table summarizes

information about common stock warrants outstanding at April 30, 2022:

$1.00 - $3.00

The estimated fair value of warrants granted

during the year ended April 30, 2021 and 2020, were calculated using the Black-Scholes option-pricing model using the following assumptions:

The estimated fair value of

warrants granted during the years ended April 30, 2022 and 2021, were calculated using the Black-Scholes option-pricing model using the

following assumptions:

For the Year Ended April 30,

Common stock price

Expected term (in years)

5 unchanged sentences

Expected Volatility:

The Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical

industry that were deemed to be representative of future stock price trends as the Company does not have trading history for its common

The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of

its own stock price becomes available.

Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry

that were deemed to be representative of future stock price trends as the Company only has a limited trading history for its common stock.

The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own

stock price becomes available.

Risk-Free Interest Rate:

The Company based the risk-free interest rate over the expected term of the warrants based on the constant maturity rate of U.S.

Company based the risk-free interest rate over the expected term of the warrants based on the constant maturity rate of U.S.

securities with similar maturities as of the date of the grant.

Expected Dividend:

The Company has not paid and does not anticipate paying any dividends in the near future.

Company has not paid and does not anticipate paying any dividends in the near future.

Therefore, the expected dividend yield was zero.

OTHER RELATED PARTY TRANSACTIONS

On June 28, 2017, MCKEA and

Spartan Capital Securities, LLC (“Spartan”) entered into a five-year consulting agreement (the “MCKEA Consulting Agreement”).

Pursuant to the MCKEA Consulting Agreement, upon the receipt by us of no less than $2,500,000 in gross proceeds from a Private Placement

Memorandum dated August 17, 2017, MCKEA transferred to Spartan 5,000,000 shares of Alzamend Common Stock.

During the term of the MCKEA

Consulting Agreement, Spartan would provide consulting services to MCKEA related to general corporate and other matters related to MCKEA’s

investment in us such as advice on mergers and acquisition transactions, finance strategies, identification of potential management candidates

and other strategic introductions.

The 5,000,000 shares of Common Stock were transferred by MCKEA to Spartan on January 31, 2018.

In August 2020, the Company

entered into a securities purchase agreement with Ault Global to sell a convertible promissory note in the principal amount of $50,000

and issue a five-year warrant to purchase 16,667 shares of our Common Stock.

The convertible promissory note bears interest at 8% per

annum, which principal and all accrued and unpaid interest are due six months after the date of issuance.

The principal and interest earned

on the convertible promissory note may be converted into shares of Common Stock at $1.50 per share.

The exercise price of the warrant

is $3.00 per share.

The convertible note was cancelled for shares of Common Stock received pursuant to the March 2021 securities purchase

agreement with Digital Power Lending (“DPL”), a California limited liability company and wholly owned subsidiary of Ault Global,

described below.

In December 2020 and February

2021, Ault Global provided $800,000 and $1,000,000, respectively, in short-term advances to the Company for working capital needs.

$1.8 million obligation related to the short-term advances was satisfied with shares of Common Stock received pursuant to the March 2021

securities purchase agreement with DPL described below

In March 2021, the Company

entered into a securities purchase agreement with DPL pursuant to which the Company agreed to sell an aggregate of 6,666,667 shares of

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 a $50,000 convertible promissory note held by Ault Global,

each as described below, for an aggregate of 2,666,667 shares of Common Stock.

Under the terms of the securities purchase agreement, DPL

will purchase an additional (i) 1,333,333 shares of Common Stock if and upon approval by the FDA of our IND for our Phase Ia clinical

trials for a purchase price of $2 million, and (ii) 2,666,667 shares of our Common Stock upon the completion of these Phase Ia clinical

trials for a purchase price of $4 million.

As of the date this Annual Report, the milestones related to additional funding have not been

The Company further agreed to issue to DPL warrants to purchase a number of shares of 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 18 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

entered into the SPA with DPL pursuant to which the Company agreed to sell an aggregate of 6,666,667 shares of common stock for an aggregate

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

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

in prior advances and the surrender for cancellation of a $50,000 convertible promissory note held by BitNile, for an aggregate of 2,666,667

shares of common stock.

Under the terms of the SPA, DPL (i) purchased an additional 1,333,333 shares of common stock upon approval of

the IND for Phase I clinical trials for AL001 for a purchase price of $2 million;

and (ii) purchased 2,666,667 shares of common stock

upon the completion of the Phase I clinical trials for AL001 for a purchase price of $4 million .

In addition, the Company issued DPL warrants

to purchase an aggregate of 6,666,667 shares of common stock at an exercise price of $3.00 per share.

Finally, the Company agreed that

for a period of eighteen (18) 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 .

In May 2021, the Board

Ault, the Company’s Founder and Chairman Emeritus, agreed to certain arrangements with regard to Board composition and

other matters.

Contemporaneously with the

effectiveness of the IPO, and in consideration for (i) the conversion of 750,000 shares of the Company’s Series A Preferred

Shares beneficially owned by Mr.

Ault through Ault Life Sciences, Inc.

into 15,000,000 shares of common stock;

(ii) the extension of

the maturity date of the note in the original principal amount of $15,000,000 issued to the Company by ALSF, an entity controlled by

Ault, to December 31, 2023;

and (iii) the resignation by Mr.

Ault as a director and executive officer of the Company , the

Board agreed that William B.

Horne will become Chairman of the Board and remain in that position for so long as Mr.

beneficially owns no less than 5 %

of the outstanding shares of common stock (for which Mr.

Horne will be paid $ 50,000

per year), and Henry Nisser will remain a member of the Company’s Board for so long as Mr.

Ault beneficially owns no less than

5% of the outstanding shares of common stock (for no additional remuneration).

Additionally, Mr.

Ault will hold the position of

Founder and Chairman Emeritus and, as such, have the right to nominate an observer to the Board for a period of five years after the

closing date of the IPO.

Following the closing of the IPO, the Company entered into a five-year consulting agreement with Mr.

under which he will provide strategic advisory and consulting services to the Company in consideration for annual fees of $ 50,000 .

For the year ended April 30, 2022, total expenses paid to related party consulting

was $ 88,000 .

On June 15, 2021, DPL, a related party,

purchased 2,000,000 of the Company’s IPO shares at the public offering price of $ 5.00 per share.

AND CONTINGENCIES

Contractual Obligations

On May 1, 2016, the Company

entered into a Standard Exclusive License Agreement for AL002 with Sublicensing Terms with Licensor, pursuant to which Licensor granted

the Company 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.

There are certain initial

license fees and milestone payments required to be paid by the Company to the Licensor pursuant to the terms of license agreements.

license agreements for AL002 require the Company to pay royalty payments of 4 % on net sales of products developed from the licensed technology

for AL002 while the license agreements for AL001 require that the Company pay combined royalty payments of 4.5 % on net sales of products

developed from the licensed technology for AL001.

The Company has already paid an initial license fee of $200,000 for AL002 and an initial

license fee of $200,000 for AL001.

As an additional licensing fee for the license of AL002, the Licensor received 3,601,809 shares of

common stock.

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

Minimum royalties for AL001 are $25,000 in 2023, $45,000 in 2024 and $70,000 in 2025 and every year thereafter, for the life of

the agreement.

Minimum royalties for AL002 are $20,000 in 2022, $40,000 in 2023 and $50,000 in 2024 and every year thereafter, for the

life of the respective agreement.

Additionally, the Company is required to pay milestone payments on the due dates to the Licensor for

the license of the AL001 technologies and for the AL002 technology, as follows:

Original AL001 License:

Completed September 2019

Pre-IND meeting

Completed June 2021

IND application filing

Completed December 2021

Upon first dosing of patient in a clinical trial

Completed March 2022

Upon Completion of first clinical trial

12 months from completion of the first Phase II clinical trial

Upon first patient treated in a Phase III clinical trial

8 years from the effective date of the agreement

Upon FDA approval

* Milestone met and completed

AL002 License:

Completed January 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

The Company has met the pre-IND

meeting, IND application filing, and successfully completed the Phase I clinical trial milestones encompassing AL001.

If the Company fails

to meet a milestone by its specified date, the Licensor may terminate the license agreement.

Licensor was also granted

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

remains the owner of any equity securities of the Company.

On June 10, 2020, the

Company obtained two (2) additional royalty-bearing exclusive worldwide licenses from the Licensor to a therapy named AL001.

additional licenses is for the treatment of neurodegenerative diseases excluding Alzheimer’s and the other license is for the treatment

of psychiatric diseases and disorders.

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 dated June 10, 2020 and effective as of November 1,

2019, with the Licensor and the University of South Florida (the “June AL001 License Agreements”).

Under each of the June

AL001 License Agreements, a royalty payment of 3 % is required on net sales of products developed from the licensed technology.

two (2) additional AL001 licenses, in the aggregate, the Company has paid initial license fees of $ 20,000 .

Additionally, under each of

the June AL001 License Agreements, the Company is required to pay milestone payments on the due dates to the Licensor for the license

of the technology, as follows:

Additional AL001 Licenses:

Upon IND application filing

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

8 years from the effective date of the agreement

First commercial sale

CONVERTIBLE NOTES

In August 2020, the Company

entered into a securities purchase agreement with an institutional investor to sell a Convertible Promissory Note in the aggregate principal

amount of $275,000 for a purchase price of $250,000 and issue a 5-year warrant to purchase 91,667 of shares of Common Stock.

The Convertible

Promissory Note bears interest at 8% per annum, which principal and all accrued and unpaid interest are due six months from the date of

The principal and interest earned on the Convertible Promissory Note may be converted into shares of Common Stock at $1.50 per

share any time on or after the maturity date.

The exercise price of the warrant is $3.00 per share.

In December 2020, the Company

entered into a securities purchase agreement with the same institutional investor to sell a Convertible Promissory Note in the aggregate

principal amount of $44,000 for a purchase price of $40,000 and issue a 5-year warrant to purchase 14,667 of shares Common Stock.

Convertible Promissory Note bears interest at 8% per annum, which principal and all accrued and unpaid interest are due six months from

the date of issuance.

The principal and interest earned on the Convertible Promissory Note may be converted into shares of Common Stock

at $1.50 per share.

The exercise price of the warrant is $3.00 per share.

In February 2021, the Company

entered into a securities purchase agreement with the same institutional investor to sell a Convertible Promissory Note in the aggregate

principal amount of $348,073 for a purchase price of $331,498.

The purchase price of the February 2021 Convertible Promissory Note satisfies

the principal and accrued interest of the August 2020 and December 2020 Convertible Promissory Notes with the institutional investor.

Since the terms of the February 2021 Convertible Promissory Note were not substantially different from the August 2020 and December 2020

Convertible Promissory Notes, no gain or loss was recognized as a result of this debt issuance.

The Convertible Promissory Note bears

interest at 10% per annum, which principal and all accrued and unpaid interest are due on December 31, 2021.

The principal and interest

earned on the Convertible Promissory Note may be converted into shares of Common Stock at $1.50 per share.

The fair value of equity warrants

was recorded as a discount to the convertible promissory note with a corresponding increase to additional paid-in capital.

computed the estimated fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded

debt discount in the amount of $91,241 based on the estimated fair value of the warrants.

The risk-free rate of 0.27% was derived from

Treasury yield curve, matching the term of the warrant, in effect at the measurement date.

The volatility factor of 103.7% was

determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization

of such other entities.

In aggregate, the Company recorded debt discount in the amount of $136,816 based on the fair values of the warrants

and original issue discount of $45,575.

As of April 30, 2021, the convertible note is presented net of unamortized debt discount of $12,770.

In May 2020, the Company received

loan proceeds in the amount of $62,110 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.

In December 2020, the Company

met the conditions and received forgiveness of the $62,110 principal amount of the loan and $308 of accrued interest payable.

CONVERTIBLE NOTE –

RELATED PARTY

In August 2020, the Company

entered into a securities purchase agreement with Ault Global to sell a convertible promissory note in the aggregate principal amount

of $50,000 and issue a 5-year warrant to purchase 16,667 shares of Common Stock.

In February 2021, the

Company entered into a securities purchase agreement with an institutional investor to sell a convertible promissory note in the

aggregate principal amount of $ 348,000

for a purchase price of $ 335,000 .

The purchase price of the February 2021 convertible promissory note and equity warrants issued satisfies the principal and accrued interest of the August

2020 and December 2020 convertible promissory notes with the same institutional investor.

Since the terms of the February 2021

convertible promissory note were not substantially different from the August 2020 and December 2020 convertible promissory notes, no

gain or loss was recognized as a result of this debt issuance.

The convertible promissory note bears interest at 10 %

per annum, which principal and all accrued and unpaid interest are due six months from the date of issuance.

The principal and interest

earned on the convertible promissory note may be converted into shares of the Company’s Common Stock at $1.50 per share any time

on or after the maturity date.

The exercise price of the warrant is $3.00 per share.

The fair value of the equity

warrant was recorded as a discount to the convertible promissory note with a corresponding increase to additional paid-in capital.

Company computed the estimated fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation,

recorded debt discount in the amount of $14,300 based on the estimated fair value of the warrants.

The risk-free rate of 0.28% was derived

from the U.S.

per annum, which principal and all accrued and unpaid interest were due on December 31, 2021.

As of April 30, 2022, the

principal and interest earned on the convertible promissory note have been converted into shares of common stock at $ 1.50

per share, for a total of 252,265 shares.

The fair value of equity

warrants related to the August 2020 and December 2020 convertible promissory note was recorded as a discount to the convertible promissory note with a corresponding increase to additional paid-in

The Company computed the estimated fair value of the warrants using the Black-Scholes option pricing model and, as a result

of this calculation, recorded debt discount in the amount of $ 13,000

based on the estimated fair value of the warrants.

The risk-free rate of 0.27 %

was derived from the U.S.

Treasury yield curve, matching the term of the warrant, in effect at the measurement date.

The volatility factor of 103.7%

was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization

of such other entities.

The convertible promissory note was cancelled in March 2021 pursuant to a securities purchase agreement with DPL

(see Note 8).

The volatility

factor of 103.7 %

was determined based on the historical volatility data of similar companies, considering the industry, products and market

capitalization of such other entities.

In aggregate, the Company recorded debt discount in the amount of $ 137,000

based on the fair values of the warrants and original issue discount of $ 46,000 .

As of April 30, 2022, the debt discount has been fully amortized.

EQUITY TRANSACTIONS

Company is authorized to issue 10,000,000 shares of Preferred Stock $ 0.0001 par value.

The Board of Directors has designated 1,360,000

shares as Series A Convertible Preferred Stock (the “Series A Preferred Shares”), The rights, preferences, privileges and

restrictions on the remaining authorized 8,640,000 shares of Preferred Stock have not been determined.

The Company’s Board of Directors

is authorized to create a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges

and restrictions granted to or imposed upon any series of preferred shares.

As of April 30, 2021, there were 750,000 shares of Series

A Preferred Shares and no other shares of Preferred Stock issued or outstanding.

Series A Preferred Stock

The Series A Preferred Shares

convey no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for

that purpose.

Holders of Series A Preferred Shares are entitled to fifty (50) non-cumulative votes per share on all matters presented

to our stockholders for action.

In addition, the affirmative vote of the holders of a majority of the Series A Preferred then outstanding,

voting as a separate class, is required for the Company to:

amend, alter or repeal any of the preferences or rights of the Series A Preferred

authorize any reclassification of the Series A Preferred Shares;

increase the authorized number of Series A Preferred Shares;

create any class or series of shares ranking prior to the Series A Preferred

Shares as to dividends or liquidation.

The Series A Preferred Shares

are not entitled to preemptive rights.

In the event of any dissolution, liquidation or winding up of the Company, whether voluntary or

involuntary, the Holders of Series A Preferred Shares shall be entitled to participate in any distribution out of the assets of the Company

on an equal basis per share with the holders of the Common Stock.

Holders of Series A Preferred

Shares have the right to convert their shares into shares of Common Stock at any time at a conversion rate equal to twenty (20) shares

of Common Stock for every one (1) Series A Preferred Share.

The conversion rate is not subject to anti-dilution adjustments.

On May 27, 2016, the Company’s

Board of Directors approved a Certificate of Amendment to the Company’s Certificate of Incorporation increasing its authorized shares

of Common Stock from 150,000,000 to 300,000,000.

On April 30, 2019, the Company

and ALSF entered into a SPA for the purchase of 10,000,000 shares of Common Stock for a total purchase price of $15,000,000, or $1.50

per share with 5,000,000 warrants with a 5-year life and an exercise price of $3.00 per share and vesting upon issuance.

The total purchase

price of $15,000,000 was in the form of a non-interest bearing note receivable with a 12-month term from ALSF, a related party.

is secured by a pledge of the purchased shares.

Pursuant to the SPA, ALSF is entitled to full ratchet anti-dilution protection, most-favored

nation status, denying the Company the right to enter into a variable rate transaction absent its consent, a right to participate in any

future financing the Company may consummate and to have all the shares of Common Stock to which it is entitled under the SPA registered

under the Securities Act within 180 days of the final closing of an initial public offering.

The Board has designated 1,360,000 shares as the

Series A Preferred Shares.

The rights, preferences, privileges and restrictions on the remaining authorized 8,640,000 shares of Preferred

Stock have not been determined.

The Board is authorized to create a new series of preferred shares and determine the number of shares,

as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares.

Series A Preferred Shares

In connection with the closing

of the IPO, all of the outstanding Series A Preferred Shares were converted into 15,000,000 shares of common stock.

As of April 30, 2022,

there were no Series A Preferred Shares or other shares of Preferred Stock issued or outstanding.

On April 30, 2019, the

Company and ALSF entered into a securities purchase agreement for the purchase of 10,000,000

shares of common stock for a total purchase price of $ 15,000,000 ,

per share with 5,000,000

warrants with a 5 -year

life and an exercise price of $ 3.00

per share and vesting upon issuance.

The total purchase price of $ 15,000,000

was in the form of a non-interest bearing note receivable with a 12 -month

term from ALSF, a related party.

The note is secured by a pledge of the purchased shares.

Pursuant to the securities purchase

agreement, ALSF is entitled to full ratchet anti-dilution protection, most-favored nation status, denying the Company the right to

enter into a variable rate transaction absent its consent, a right to participate in any future financing the Company may consummate

and to have all the shares of common stock to which it is entitled to under the SPA registered under the Securities Act within 180 days of the final closing

In May 2021, the term of the note receivable was extended to December 31, 2023.

note is secured by a pledge of the purchased shares.

In March 2021, the Company

entered into a securities purchase agreement with Digital Power Lending (“DPL”), a California limited liability company and

wholly owned subsidiary of Ault Global, pursuant to which the Company agreed to sell an aggregate of 6,666,667 shares of 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 a $50,000 convertible promissory note held by Ault Global, each as

described below, for an aggregate of 2,666,667 shares of Common Stock.

Under the terms of the securities purchase agreement, DPL will

purchase an additional (i) 1,333,333 shares of Common Stock if and upon approval by the FDA of our IND for our Phase Ia clinical trials

for a purchase price of $2 million, and (ii) 2,666,667 shares of our Common Stock upon the completion of these Phase Ia clinical trials

for a purchase price of $4 million.

The Company further agreed to issue to DPL warrants to purchase a number of shares of 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 18 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.

2019 Placement Agreement

Between June 25, 2019 and

October 31, 2019, the Company entered into subscription agreements for the purchase of 1,756,726 units at $1.50 for each unit purchased

pursuant to its 2019 private offering (the “2019 Offering”).

Each unit consists of one (1) share of Common Stock and one (1)

warrant to purchase one half (0.5) share of Common Stock.

In aggregate, the 1,756,726 units represents 1,756,726 shares of Common Stock

and 878,363 warrants with an exercise price of $3.00 per share for an aggregate purchase price of $2,635,089, or $1.50 per share.

2019 Offering was conducted pursuant to the terms of a Confidential Private Placement Memorandum dated June 12, 2019 (the “2019

As of April 30, 2019, in conjunction with the 2019 PPM, the Company incurred $395,263 in placement fees resulting in net

proceeds to the Company of $2,239,826.

Upon the initial closing of

the 2019 PPM the Company paid to the Placement Agent a non-refundable fee of Twenty-Five Thousand Dollars ($25,000) and issued to the

Placement Agent 500,000 shares of Common Stock.

Further, the Company has issued

to the Placement Agent warrants to purchase a number of shares of Common Stock (the “Placement Agent Warrants”) equal to ten

percent (10%) of the number of shares of Common Stock sold in the 2019 PPM.

The Placement Agent Warrants are exercisable for a period

of five (5) years after their date of issuance, have an exercise price of $1.75 per share and contain provisions pertaining to cashless

exercise, standard anti-dilution protection and piggyback registration rights.

The Company applied the net

proceeds from the 2019 Offering primarily:

(i) for licensing and other fees to the University and the Byrd Institute;

(ii) to pay certain

fees to the FDA;

(iii) to pay for third-party research;

(iv) to pay certain marketing-related fees, and (v) for working capital.

Uplisting Agreement

Pursuant to the Uplisting Agreement effective

as of June 10, 2019 the Company engaged the Placement Agent as an advisor (in such capacity, the “Advisor”) to provide advisory

services (the “Services”) to the Company in connection with a public offering (an “IPO”).

The Services rendered

consisted principally of advising the Company on how to properly develop and implement strategies that would enhance its ability to successfully

complete an IPO and in connection therewith obtain a listing on a national securities exchange.

According to the Uplisting Agreement, the

Company issued to the Advisor Five Hundred Thousand (500,000) shares of Common Stock and made a cash payment to the Advisor in the amount

entered into the SPA with DPL pursuant to which the Company agreed to sell an aggregate of 6,666,667 shares of common stock for an aggregate

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

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

in prior advances and the surrender for cancellation of a $ 50,000 convertible promissory note held by BitNile, for an aggregate of 2,666,667

shares of common stock.

Under the terms of the SPA, DPL (i) purchased an additional 1,333,333 shares of common stock upon approval by

the FDA of the Company’s IND for its Phase IA clinical trials for AL001 for a purchase price of $2 million;

and (ii) purchased 2,666,667

shares of Common Stock upon the completion of these Phase IA clinical trials for AL001 for a purchase price of $4 million.

the Company issued DPL warrants to purchase an aggregate of 6,666,667 shares of common stock at an exercise price of $3.00 per share .

Finally, the Company agreed

that for a period of 18 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, the

Company sold an aggregate of 2,875,000

shares of common stock, including 375,000

shares pursuant to the underwriter’s exercise of its option to purchase additional shares, each at an offering price of $ 5.00

per share, for aggregate gross proceeds of approximately $ 14.4

The proceeds from the offering to the Company, net of underwriting discounts and commissions and offering expenses, were $ 12.9

DPL also purchased 2,000,000 shares of common stock for $ 10.0 million in the initial

public offering at $ 5.00 per share, the same price and on the same terms as other investors in the initial public offering, except that

a reduced underwriting discount was paid to the underwriters for the sale of common stock to DPL.

SUBSEQUENT EVENTS

In accordance with FASB ASC

855-10, the Company has analyzed its operations subsequent to April 30, 2021 and has determined that it does not have any material subsequent

events to disclose in these financial statements except for the following:

In May 2021, the Board of Directors of our company and Mr.

Founder and Chairman Emeritus, agreed to certain arrangements with regard to Board composition and other matters.

Contemporaneously with

the effectiveness of the initial public offering, and in consideration for (i) the conversion of 750 shares of our series A convertible

preferred stock beneficially owned by Mr.

Ault through Ault Life Sciences, Inc.

into 15,000,000 shares of Common Stock, (ii) the extension

of the maturity date of the note in the original principal amount of $15,000,000 issued to the Company by Ault Life Sciences Fund, LLC,

an entity controlled by Mr.

Ault, to December 31, 2023, and (iii) the retirement by Mr.

Ault as a director and executive officer of the

Company, the Board agreed that William B.

Horne will become Chairman of the Board and remain in that position for so long as Mr.

beneficially owns no less than 5% of the outstanding shares of Common Stock (for which Mr.

Horne will be paid $50,000 per year for his

services), and Mr.

Nisser will remain a member of our Board of Directors for so long as Mr.

Ault beneficially owns no less than 5% of

the outstanding shares of Common Stock (for no additional remuneration).

Additionally, Mr.

Ault will hold the position of Founder and

Chairman Emeritus and, as such, have the right to nominate an observer to the Board of Directors for a period of five years after the

closing date of the initial public offering.

Following the closing of the initial public offering, the Company entered into a five-year

consulting agreement with Mr.

Ault under which he will provide strategic advisory and consulting services to the Company in consideration

for annual fees of $50,000.

On June 17, 2021 the Company

announced the closing of the Company’s initial public offering of 2,500,000 shares of its common stock and full exercise of the

underwriter’s over-allotment option to purchase 375,000 additional shares of common stock at a price to the public of $5.00 per

The gross proceeds from the offering to the Company, before deducting the underwriting discounts and estimated offering expenses,

were approximately $14.4 million.

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

The Company has evaluated

subsequent events through the date the financial statements were issued.

The Company has determined that there are no such events that

warrant disclosure or recognition in the condensed financial statements presented herein.

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 9A. Controls and Procedures