What changed in this filing

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Item 9A. Controls and Procedures

2023-07-27 compared with 2022-07-19 · 1072 added, 1185 removed, 1021 unchanged (69% of the section changed)

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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.

We 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.

In addition, 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.

Because 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, 2023, we carried

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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;

We do not have sufficient resources in our accounting department, 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

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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.

· 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

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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.

· 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

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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.

Despite the existence of these material weaknesses, we believe that

the 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

Changes in Internal Control over Financial Reporting

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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Directors, Executive Officers and Corporate Governance

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Chief Executive Officer and Director

Chief Financial Officer

Executive Vice President, General Counsel and Director

Senior Vice President of Finance

Chief Operating Officer

Chief Financial Officer

Chairman of the Board

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

Katzoff joined

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

December 2020, as our Chief Operating Officer from December 2020 until August 2022 and currently serves as our Chief Financial

Officer since August 2022.

Katzoff has served as Senior Vice President of Finance of AULT since January 2019.

Since December

Katzoff has served as the Chief Financial Officer of Imperalis Holding Corp., a publicly listed company.

Since February 2021,

Katzoff has served as the Vice President of Finance of Ault Disruptive Technologies Corporation, a publicly traded special purpose

acquisition company (“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.

From 2003 to 2017, Mr.

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.

Henry Nisser has

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 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.

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

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

Since February

Nisser has served as the President, General Counsel and a director of Ault Disruptive.

Nisser has served on the board of directors of The Singing Machine Company, Inc.

(“SMC”), a Nasdaq listed company that is

the worldwide leader in consumer karaoke products, since April 2023.

Nisser has served as the President, General Counsel and on the

board of directors of BitNile Metaverse, Inc., a Nasdaq listed company that operates the BitNile.com metaverse platform, since March 2023.

is the Executive Vice President and General Counsel of Avalanche.

From October 2011 through April 2019, Mr.

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.

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.

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.

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.

Cragun joined

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Since August 2020, Mr.

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

Cragun has served as the Chief Financial Officer of Ault Alliance 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

December 2020, and currently serves as our Chief Operating Officer since December 2020.

Katzoff has served as Senior

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.

From 2003 to 2017, Mr.

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

Escalona joined

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

From February to December 2018, Ms.

Escalona served as the acting Director

of Business Acquisitions for Smilebrands, Inc., a healthcare company, working on acquisitions and purchase price accounting matters.

March 2015 to January 2018, Ms.

Escalona served as an independent contractor to Western Digital Corporation in several capacities,

ranging from financial reporting, SEC reporting, systems implementation, purchase price accounting, to training and cross-training.

has served as an independent accounting contractor to various public companies in the Silicon Valley, Los Angeles and Orange County areas

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

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.

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

Audit Committee of Verb Technology Company, Inc.

Since July 2022, Mr.

Cragun has served on the board of directors of SMC.

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.

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

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.

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

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

become 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.

been a member of the board of directors of AULT since October 2016.

In January 2018, Mr.

Horne was appointed as BitNile’s Chief Financial

Horne was appointed as AULT’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 BitNile’s President and became its Chief Executive Officer.

Horne resigned as AULT’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.

Officer of Ault Disruptive 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

Horne previously

held the position of Chief Financial Officer in various public and private companies in the healthcare and high-tech field.

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

We believe that Mr.

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.

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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with over 35 years of corporate, private and public company experience.

Since January 2023, Mr.

Gustafson has been a director and non-executive

Chairman of BrainLuxury, Inc., a private U.S.

company that is developing and selling nutrients for the brain.

Since April 2021, Mr.

Gustafson has been the Chief Financial Officer,

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

of neurodegenerative diseases.

has been the Chief Financial Officer, 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.

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.

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 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.

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 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., Ph.D.

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.,

joined our Board of Directors in June 2021.

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;

McGrath has served as a member of the Advisory Board of Bryleos, Inc.,

a private corporation developing drugs for diseases of aging, since June 2022.

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 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

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.

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.

Jeffrey Oram joined

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Board Leadership Structure and Risk Oversight

Our Board is currently chaired by Mr.

Our Board is currently chaired

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.

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

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

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.

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 consist of Dr.

McGrath (Chair),

Gustafson and Mr.

Oram) has responsibility for establishing and reviewing employee compensation.

The Compensation Committee also

has responsibility for administering and interpreting the Alzamend Neuro, Inc.

2021 Stock Incentive Plan, and determining the recipients,

amounts and other terms (subject to the requirements of the Plan) of stock options and other equity-based awards which may be granted

under the 2021 Stock Incentive Plan from time to time.

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

Oram (Chair), Dr.

McGrath 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 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.

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).

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 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.

Term of Office

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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

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”).

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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

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 consist of Mr.

Oram (Chair), Mr.

Gustafson and

McGrath) has responsibility for establishing and reviewing employee compensation.

The Compensation Committee also has responsibility

for administering and interpreting the Alzamend Neuro, Inc.

2021 Stock Incentive Plan, and determining the recipients, amounts and other

terms (subject to the requirements of the Plan) of stock options and other equity-based awards which may be granted under the 2021 Stock

Incentive Plan from time to time.

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 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 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

Summary Compensation Table

The following table sets

forth summary compensation information for the following persons:

(i) all persons serving as our principal executive officer during

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, 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:

The following table sets forth

summary compensation information for the following persons:

(i) all persons serving as our principal executive officer during the years

ended April 30, 2023 and 2022, and (ii) up to our two other most highly compensated executive officers who received compensation

during the years ended April 30, 2023 and 2022, who were executive officers on the last day of our fiscal year.

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 (2)

Chief Executive Officer

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.

Former Chief Financial Officer

(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.

(2) The amounts included in All Other Compensation consist of health insurance benefits.

Katzoff was appointed our Chief Financial Officer on August 5, 2022.

Prior thereto that he was our

Chief Operating Officer.

Escalona resigned as Chief Financial Officer on August 1, 2022.

Employment Agreements

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Pursuant to the Agreement, Mr.

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

(the “Base Salary”).

Jackman was paid a base salary of $300,000 per annum, which

was increased by the Compensation Committee to $350,000 effective May 1, 2023 (the “Base Salary”).

In addition, Mr.

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.

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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Subject to the terms and conditions

set forth in the Agreement, the Options shall vest pursuant to the following schedule:

(1) 3,000,000 shares of common stock subject to

the $1.00 Options shall vest ratably over 48 months, commencing on November 16, 2018;

set forth in the Agreement, as modified by the Compensation Committee, the Options shall vest pursuant to the following schedule:

3,000,000 shares of common stock subject to the $1.00 Options vested ratably over 48 months, commencing on November 16, 2018;

(2) 1,000,000

shares of common stock subject to the $1.00 Options shall vest if the Company completes and announces topline data, by November 29, 2025,

from a Phase II clinical trial of AL001 that would support an NDA in Alzheimer’s;

(3) 1,000,000 shares of common stock subject to

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.

the $1.00 Options shall vest if the Company completes and announces topline data, by November 29, 2026, from a Phase II clinical trial

of ALZN002 that would support an NDA in Alzheimer’s;

and (4) the $1.50 Options shall vest upon the successful achievement of stepped

target closing prices on a national securities exchange for 90 consecutive trading days , with the target prices range from $10 per share

to $20 per share.

In the event any of the stock price milestones are not achieved by November 27, 2026, the unvested portion of the

performance options will be reduced by 25%.

Jackman’s bonuses,

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

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

Cragun to serve as our Chief Financial Officer for a period of four years.

For his services, Mr.

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.

In addition, Mr.

Cragun will be eligible to receive an annual cash bonus equal to a percentage of his annual base salary based

on achievement of applicable performance goals determined by the Board.

The annual bonus, if any, will in part be determined based upon

the successful attainment of the same milestones as are applicable for Mr.

In June 2021, Mr.

Cragun became our Senior

Vice President of Finance.

Cragun received a

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 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

Board of Directors granted 1,000,000 performance- and market-contingent awards to Mr.

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 our

initial public offering of 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%.

Henry Nisser.

May 2019, we entered into a four-year employment agreement with Henry C.W.

Nisser to serve as our Executive Vice President and General

For his services, Mr.

Nisser is paid a base salary of $50,000 per year and is eligible to receive an annual cash bonus equal

to a percentage of his annual base salary based on achievement of applicable performance goals determined by our Board of Directors.

Nisser received a

stock option to purchase 1,250,000 shares of our common stock exercisable for a period of five years at an exercise price of $1.50

The shares of our common stock underlying the option vest in equal monthly installments over the 48 months beginning on

June 1, 2019.

Outstanding Equity Awards at Fiscal Year End

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The performance goals for restricted stock awards, restricted stock units, performance

awards or other share-based awards will be based on the attainment of specified levels of, among other metrics, the attainment of certain

awards or other stock-based awards will be based on the attainment of specified levels of, among other metrics, the attainment of certain

target levels of, or a specified percentage increase in, revenues, earnings, income before taxes and extraordinary items, net income,

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Director Compensation

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

The Company pays each independent

director an annual base amount of $25,000.

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 30, 2023:

Fees earned or

paid in cash ($)

compensation ($)

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

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.

The following table shows the beneficial ownership of our common stock

as of July 24, 2023, 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 July 24, 2023, there were 96,940,124 shares of our common stock issued and

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

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., 3500 Lenox Rd NE, Suite 1500, Atlanta, GA 30326.

the principal address of each of the persons below is c/o Alzamend Neuro, Inc., 3480 Peachtree Road NE, Second Floor, Suite 103,

Atlanta, GA 30326.

Greater than 5% Beneficial Owners:

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Ault Life Sciences Fund, LLC (2)

Digital Power Lending, LLC (3)

Ault Lending, LLC (3)

Directors and Executive Officers

Stephan Jackman (5)

Henry Nisser (7)

Mark Gustafson (10)

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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.

Ault has voting and investment power with respect to the securities held by AL.

Excludes 3,333,333

shares of our common stock underlying currently exercisable warrants held by AL 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) 383,000 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.

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

the Manager of Ault Alpha GP LLC (“Ault GP”) and Ault Capital Management LLC (“AC Management”).

Ault 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.

(5) Consist of 45,500 shares of our common stock and 3,000,000 shares of our common stock issuable upon the

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

(6) Consists of (i) 28,000 shares of our common stock, (ii) 9,000 shares of our common stock issuable upon

the exercise of warrants and (iii) 1,448,958 shares of our common stock issuable upon the exercise of stock options that are currently

exercisable or exercisable within 60 days.

(7) 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.

(8) Represents shares of our common stock issuable upon the exercise of stock options, which are currently

exercisable or exercisable within 60 days.

(9) Consists of 1,000,000 shares of our common stock and 1,750,000 shares of our common stock issuable upon

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(10) Consists of 60,000 shares of our common stock and 300,000 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.

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

(11) Consists of (i) 75,000 shares of our common stock owned by Dr.

McGrath, (ii) 10,000 shares of our common

stock owned by Dr.

McGrath’s spouse in an individual retirement account, and (iii) 300,000 shares of our common stock issuable upon

the exercise of stock options owned by Dr.

McGrath that are currently exercisable or exercisable within 60 days.

McGrath disclaims

beneficial ownership of the shares held by her spouse.

(12) Consists of 100,000 shares of our common stock and 300,000 shares of our common stock issuable upon the

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

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

Equity Compensation Information

The following table summarizes information

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

The following table summarizes information about our equity compensation

plans as of April 30, 2023:

Number of securities

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Plan Category

Equity compensation plans approved by

Equity compensation plans not approved by

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships

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,

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

Nisser is its Executive Vice President and General Counsel.

Our company is controlled

(Todd) Ault, III, our Founder and current Chairman Emeritus, directly and through his controlling interests in AL, ALSI and

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

of Directors and executive officers of our company and the board of directors and executive officers of AULT contain some of the same

Horne, the Chairman of the Board of our company, is the Chief Executive Officer and a director of AULT, Henry Nisser, our Executive Vice President, General Counsel and a director of our company, is the President, General Counsel and a director

of AULT, and Kenneth S.

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

Transactions with Related Persons

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 the best of our knowledge,

during our most recent fiscal year end on April 30, 2023, 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 $100,360, 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 30, 2019, we

entered into a note receivable agreement with Avalanche in the amount of $995,500, subject to the terms and conditions stated in the AVLP

The AVLP Note accrued interest at 10% per annum and included a 10% original issue discount.

The balance outstanding on the AVLP

Note as of April 30, 2020 was $100,915.

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 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.

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”).

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, 2023, the note balance was $14,883,295.

The control person of ALSF is

The note is due December

The control person of ALSF is Mr.

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.

ALSI is almost

entirely wholly owned by Ault & Company, 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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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 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 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.

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 for 2,666,667 shares of our common stock.

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.

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

than $25,000,000.

In March of 2021, we entered

into a securities purchase agreement with AL, pursuant to which we sold 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 between March 2021 and April 2022.

In addition, we issued AL warrants

to purchase an aggregate of 3,333,333 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 on April 26, 2022, AL 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

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.

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for annual fees of $50,000.

In November 2022, we entered into a marketing and

brand development agreement with AULT, effective August 1, 2022, whereby AULT will provide various marketing services over twelve months

valued at $1.4 million.

We had the right to pay the fee in cash or shares of its common stock with a value of $1.50 per share.

11, 2022, we elected to pay the fee with 933,334 shares of our common stock.

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.

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

Ault III, our Founder

and Chairman Emeritus, is an executive officer and director of AULT, 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

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

and independent outside directors.

Director Independence

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.

Audit Committee

Nominating and

Governance Committee

Stephan Jackman

Mark Gustafson

Lynne Fahey McGrath

C – Chairman of committee

X – Member of committee

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Baker Tilly US, LLP serves

Baker Tilly US, LLP served

as our independent registered public accounting firm for the years ended April 30, 2023 and 2022.

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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 (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.

Series A Convertible Preferred Stock, dated May 30, 2016 (incorporated by reference to Exhibit 2.3 of Form 1-A/A filed with the SEC on February 4, 2020).

Promissory Note Due April 30, 2020, issued by Ault Life Sciences Fund, LLC, dated April 30, 2019 (incorporated by reference to Exhibit 3.1 of Form 1-A/A filed with the SEC on February 4, 2020).

Amendment to Note Due April 30, 2020, by and between Ault Life Sciences Fund, LLC and Alzamend Neuro, Inc., dated June 11, 2019 (incorporated by reference to Exhibit 3.2 of Form 1-A/A filed with the SEC on February 4, 2020).

Warrant to Purchase Common Stock issued to Ault Life Sciences Fund, LLC, dated April 30, 2019 (incorporated by reference to Exhibit 3.3 of Form 1-A/A filed with the SEC on March 12, 2020).

Warrant to Purchase Common Stock issued to Ault Global Holdings, Inc., dated March 9, 2021 (incorporated by reference to Exhibit 3.1 of Form 1-U filed with the SEC on March 12, 2021).

Standard Exclusive License Agreement with Sublicensing Terms with the University of South Florida Research Foundation, Inc., dated May 1, 2016 (incorporated by reference to Exhibit 6.1 of Form DOS/A filed with the SEC on September 29, 2016).

Standard Exclusive License Agreement with Sublicensing Terms Number LIC18110 with the University of South Florida Research Foundation, Inc., dated July 2, 2018 (incorporated by reference to Exhibit 6.3 of Form 1-K filed with the SEC on February 21, 2019).

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).

Employment Agreement with Stephan Jackman, dated June 17, 2021 (incorporated by reference to Exhibit 10.01 of Form 8-K filed with the SEC on June 22, 2021)

Stock Pledge Agreement with Ault Life Sciences Fund, LLC, dated June 11, 2019 (incorporated by reference to Exhibit 6.9 of Form 1-A filed with the SEC on March 12, 2020).

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).

Securities Purchase Agreement with Ault Global Holdings, Inc.

dated August 31, 2020 (incorporated by reference to Exhibit 10.14 of Form S-1 filed with the SEC on May 10, 2021).

Securities Purchase Agreement with Digital Power Lending, LLC, dated March 9, 2021 (incorporated by reference to Exhibit 6.1 of Form 1-U/A filed with the SEC on May 7, 2021).

Form of Warrant issued to Digital Power Lending, LLC, dated March 9, 2021 (incorporated by reference to Exhibit 3.1 of Form 1-U filed with the SEC on March 12, 2021).

Board Letter Agreement, dated May 6, 2021, between Alzamend Neuro, Inc.

Certificate of Incorporation

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

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.

Series A Convertible Preferred Stock, dated May 30, 2016 (incorporated by reference to Exhibit 2.3

of Form 1-A/A filed with the SEC on February 4, 2020).

Promissory Note Due

April 30, 2020, issued by Ault Life Sciences Fund, LLC, dated April 30, 2019 (incorporated by reference to Exhibit 3.1

of Form 1-A/A filed with the SEC on February 4, 2020).

Amendment to Note

Due April 30, 2020, by and between Ault Life Sciences Fund, LLC and Alzamend Neuro, Inc., dated June 11, 2019 (incorporated

by reference to Exhibit 3.2 of Form 1-A/A filed with the SEC on February 4, 2020).

Warrant to Purchase

Common Stock issued to Ault Life Sciences Fund, LLC, dated April 30, 2019 (incorporated by reference to Exhibit 3.3 of Form

1-A/A filed with the SEC on March 12, 2020).

Warrant to Purchase

Common Stock issued to Ault Global Holdings, Inc., dated March 9, 2021 (incorporated by reference to Exhibit 3.1 of Form 1-U

filed with the SEC on March 12, 2021).

Form of Warrant issued

to Digital Power Lending, LLC, dated March 9, 2021 (incorporated by reference to Exhibit 3.1 of Form 1-U filed with the SEC

on March 12, 2021).

Standard Exclusive

License Agreement with Sublicensing Terms with the University of South Florida Research Foundation, Inc., dated May 1, 2016 (incorporated

by reference to Exhibit 6.1 of Form DOS/A filed with the SEC on September 29, 2016).

Standard Exclusive License

Agreement with Sublicensing Terms Number LIC18110 with the University of South Florida Research Foundation, Inc., dated July 2, 2018

(incorporated by reference to Exhibit 6.3 of Form 1-K filed with the SEC on February 21, 2019).

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 Stephan Jackman, dated June 17, 2021 (incorporated by reference to Exhibit 10.01 of Form 8-K filed with the SEC on June 22,

Stock Pledge Agreement

with Ault Life Sciences Fund, LLC, dated June 11, 2019 (incorporated by reference to Exhibit 6.9 of Form 1-A filed with the

SEC on March 12, 2020).

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).

Purchase Agreement with Ault Global Holdings, Inc.

dated August 31, 2020 (incorporated by reference to Exhibit 10.14 of Form S-1

filed with the SEC on May 10, 2021).

Letter Agreement, dated May 6, 2021, between Alzamend Neuro, Inc.

and Milton C.

Ault III (incorporated by reference to Exhibit 10.17 of Form S-1/A filed with the SEC on May 25, 2021).

2016 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on July 13, 2021).

Ault III (incorporated by reference

to Exhibit 10.17 of Form S-1/A filed with the SEC on May 25, 2021).

2016 Amended and

Restated Stock Incentive Plan (incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on July 13, 2021).

Stock Incentive Plan (incorporated by reference to Exhibit 99.2 of Form S-8 filed with the SEC on July 13, 2021).

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms with the University of South Florida Research Foundation, Inc., dated April 16, 2023.

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms Number LIC19050 with the University of South Florida Research Foundation, Inc., dated April 16, 2023.

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms Number LIC19051 with the University of South Florida Research Foundation, Inc., dated April 16, 2023.

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms Number LIC18110 with the University of South Florida Research Foundation, Inc., dated June 8, 2023.

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms Number LIC18111 with the University of South Florida Research Foundation, Inc., dated June 8, 2023.

Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm.

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Inline XBRL Instance Document.

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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.

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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

and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to

all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and

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

signature appears below constitutes and appoints Stephan Jackman and David J.

Katzoff, 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about

the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that

said attorneys-in-fact and 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

/s/ Stephan Jackman

Stephan Jackman

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July 27, 2023

/s/ Henry C.W.

Executive Vice President, General Counsel

July 27, 2023

/s/ Mark Gustafson

Mark Gustafson

July 27, 2023

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

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

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

July 27, 2023

/s/ Andrew H.

Woo, M.D., Ph.D.

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July 27, 2023

/s/ Jeffrey Oram

July 27, 2023

1 unchanged sentence

ALZAMEND NEURO, INC.

Independent Registered Public Accounting Firm (PCAOB ID 23 )

Report of Independent Registered Public Accounting Firm (PCAOB ID 23 )

Balance Sheets as of April 30, 2023 and 2022

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Opinion on the Financial Statements

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).

We have audited the accompanying balance sheets of Alzamend Neuro,

(the "Company") as of April 30, 2023 and 2022, the related statements of operations, stockholders' equity, and cash flows,

for each of the two years in the period ended April 30, 2023, and the related notes (collectively referred to as 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

generally accepted in the United States of America.

2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended April 30, 2023, in conformity

with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company had cash of $5.1 million

and an accumulated deficit of $44.1 million as of April 30, 2023.

For the year ended April 30, 2023, the Company also incurred operating

losses of $14.9 million and had negative cash flows from operations of $8.9 million.

This raises substantial doubt about the Company's

ability to continue as a going concern.

Management's plans regarding these matters are also described in Note 2.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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.

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.

These financial statements are the responsibility of the Company's

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

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 audits 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 audits 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.

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

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.

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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Prepaid expenses and other current assets

Prepaid expenses - related party

TOTAL CURRENT ASSETS

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Related party payable

Convertible notes, net

TOTAL CURRENT LIABILITIES

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shares designated;

nil and 750,000 shares issued and outstanding as

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

nil 0 issued and outstanding as of April 30, 2023 and 2022

Common stock, $ 0.0001 par value:

300,000,000 shares authorized;

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

30, 2021, respectively

and 95,481,790 shares issued and outstanding as of April 30, 2023 and 2022,

Additional paid-in capital

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OTHER INCOME (EXPENSE), NET

Gain on extinguishment of debt

Interest expense

Interest expense - related party

Interest income - related party

Total other expense, net

Gain on extinguishment of debt

Total other income (expense), net

$ ( 14,878,167 )

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Series A Convertible

Note Receivable

Note Receivable for

Preferred Stock

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$ ( 16,832,436 )

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

Issuance of common stock for restricted stock awards

Stock-based compensation to employees and consultants

Proceeds from sale of common stocks & warrants-related party

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 stock

( 12,362,059 )

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( 29,194,495 )

Issuance of common stock for

restricted stock awards

Stock-based compensation to

employees and consultants

Issuance of common stock &

warrants-related party, net

Issuance of common stock for restricted stock awards

Stock-based compensation to employees and consultants

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

Issuance of common stock for related party payable

( 14,878,167 )

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Interest expense - debt discount

Interest expense - debt discount, related party

Gain on extinguishment of debt

Stock-based compensation to employees and consultants

Non-cash expense from issuance of common stock

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Prepaid expenses - related party

Accounts payable and accrued liabilities

Net cash used in operating activities

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Cash flows from investing activities:

Proceeds from repayments of notes receivable - related party

Purchase of machinery

Net cash provided by investing activities

Net cash used in investing activities

Cash flows from financing activities:

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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 convertible note payable

Proceeds from convertible note payable, related party

Proceeds from initial public offering, net of

underwriters’ discounts and

commissions and issuance costs

Proceeds from initial public offering, net of underwriters’ discounts and commissions

and issuance costs

Net cash provided by financing activities

Net increase in cash

Net (decrease) increase in cash

( 8,922,952 )

Cash at beginning of period

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Non-cash financing activities:

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,

related party

Fair value of warrants issued in connection with convertible notes payable

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

Fair value of warrants issued in connection with March 2021 securities

purchase agreement, related party

Conversion of Series A Convertible Preferred Stock

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

Fair value of warrants issued in connection with initial public offering

Issuance of common stock for related party payable

The accompanying notes are an integral part of

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Alzamend Neuro, Inc.

“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.

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”);

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

the treatment of Alzheimer’s disease (“Alzheimer’s”), bipolar disorder (“BD”), major depressive disorder

and post-traumatic stress disorder.

With two current 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:

(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

of a patient’s immunological system to combat Alzheimer’s, known as ALZN002, through a royalty-bearing exclusive worldwide

license from the same Licensor.

The Company is devoting substantially

all its efforts towards research and development of its Technology and raising capital.

The Company has not generated any product revenue

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.

all its efforts towards research and development of its two product candidates and raising capital.

The Company has not generated any

product revenue to date.

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 Company expects to continue to incur net losses in the foreseeable future.

LIQUIDITY, GOING CONCERN AND MANAGEMENT’S

LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS

The accompanying financial

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of $ 5.1 million and an accumulated deficit of $ 44.1 million.

For the year ended April 30, 2023, the Company had net loss of $ 14.9 million

and cash used in operating activities of $ 8.9 million.

The Company had cash for the year ended April 30, 2022, totaling $ 14.1 million

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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

to incur losses for the foreseeable future and needs to raise additional capital until it is able to generate revenues from operations

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, 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.

In March of 2021, the Company entered into

a securities purchase agreement (the “SPA”) with Ault Lending, LLC, formerly Digital Power Lending, LLC (“AL”)

and a wholly owned subsidiary of Ault Alliance, Inc.

(“AULT”), a related party, pursuant to which the Company sold 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 between March

2021 and April 2022.

In addition, the Company issued AL warrants to purchase an aggregate of 3,333,333 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 on April 26, 2022, AL 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 believes its current

cash on hand is not sufficient to fund its planned operations through one year after the date the financial statements are issued.

factors create substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date

that these audited financial statements are issued.

The Company’s inability to continue as a going concern could have

a negative impact on the company, including our ability to obtain needed financing.

The Company’s financial

statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications

of liabilities that might be necessary should it be unable to continue as a going concern.

In order to continue as a going concern, the Company will need to raise

additional funds.

The Company plans to seek additional funding through public equity, private equity and debt financings.

Additional funds

may also be received from the exercise of warrants (Note 8) and the receipt of funds from the note receivable (Note 4).

The terms of any

additional financing may adversely affect the holdings or rights of the Company’s stockholders.

If the Company is unable to obtain

funding, it could be required to delay, reduce or eliminate research and development programs and planned clinical trials which could

adversely affect the Company’s business operations.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have

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”).

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”).

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 research and development, 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, stock-based compensation, warrant valuation, and valuation of deferred income taxes.

Actual results could differ

from those estimates.

Cash and Cash Equivalents

The Company considers all

highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents.

As of April 30, 2022

and 2021, the Company had no cash equivalents.

The Company considers all highly liquid

investments with a remaining maturity of three months or less when purchased to be cash equivalents.

As of April 30, 2023 and 2022, the

Company had no cash equivalents.

Fair Value of Financial Instruments

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

active markets for identical assets or liabilities.

Inputs other than

Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

quoted prices in

markets that are not active;

or other inputs that are observable or can be corroborated by observable market data for substantially the

full term of the assets or liabilities.

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 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:

Quoted prices in active markets

for identical assets or liabilities.

Inputs other than Level 1 that

are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

quoted prices in markets that

are not active;

or other inputs that are observable or can be corroborated by observable market data for substantially the full term of

the assets or liabilities.

Level 3 assumptions:

inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including

liabilities resulting from imbedded derivatives associated with certain warrants to purchase common stock.

The fair values of warrants

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

income taxes under the asset and liability method.

Under the asset and liability approach, deferred income tax assets and liabilities

are calculated and recorded based upon the future tax consequences of temporary differences by applying enacted statutory tax rates applicable

to future periods for differences between the financial statements carrying amounts and the tax basis of existing assets and liabilities.

Generally, deferred income taxes are classified as current or non-current in accordance with the classification of the related asset or

Those not related to an asset or a liability are classified as current or non-current depending on the periods in which the

temporary differences are expected to reverse.

Valuation allowances are provided for significant deferred income tax assets when it is

more likely than not that some or all of the deferred tax assets will not be realized.

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.

The Company recognizes tax

liabilities by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized

and also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure

and transition.

The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the

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 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.

Unobservable inputs

that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities

resulting from imbedded derivatives associated with certain warrants to purchase common stock.

The fair values of warrants 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 on U.S.

Treasury securities with

a maturity equivalent to the warrants’ contractual life.

The Company determines its income taxes

under the asset and liability method.

Under the asset and liability approach, deferred income tax assets and liabilities are calculated

and recorded based upon the future tax consequences of temporary differences by applying enacted statutory tax rates applicable to future

periods for differences between the financial statements carrying amounts and the tax basis of existing assets and liabilities.

deferred income taxes are classified as current or non-current in accordance with the classification of the related asset or liability.

Those not related to an asset or a liability are classified as current or non-current depending on the periods in which the temporary

differences are expected to reverse.

Valuation allowances are provided for significant deferred income tax assets when it is more likely

than not that some or all of the deferred tax assets will not be realized.

As of April 30, 2023, the Company had fully reserved the net

deferred income tax assets by taking a full valuation allowance against these assets.

The Company recognizes tax liabilities by

prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized and also

provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and

The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable

taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.

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

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, 2023, 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.

Research and Development Expenses

Research and development costs

are expensed as incurred.

Research and development costs consist of scientific consulting fees and lab supplies, as well as fees paid

to clinical research organizations that conduct certain research and development activities on behalf of the Company.

The Company has acquired and

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

The upfront payments to acquire

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.

Research and development costs are expensed

Research and development costs consist of scientific consulting fees and lab supplies, as well as fees paid to clinical research

organizations that conduct certain research and development activities on behalf of the Company.

The Company has acquired and may continue

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

The upfront payments to acquire 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 recognizes stock-based

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 satisfaction of the performance conditions

as of the reporting date.

The Company recognizes stock-based compensation

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

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 satisfaction of the performance conditions as of the

reporting date.

The Company recognizes stock-based

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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.

Certain of such assumptions

involve inherent uncertainties and the application of significant judgment.

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

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 ASC 480, Distinguishing Liabilities

from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) , depending

common stock on the date of grant.

The Black-Scholes option pricing model utilizes

inputs which are highly subjective assumptions and generally requires significant judgment.

Certain of such assumptions involve inherent

uncertainties and the application of significant judgment.

As a result, if factors or expected outcomes change and the 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 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.

During the year ended April 30, 2023, 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

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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

options, warrants and convertible preferred stock are anti-dilutive in the periods presented, shares of common stock underlying these

instruments have been excluded from the computation of loss per common share.

The following sets forth the

number of shares of common stock underlying outstanding convertible preferred stock, options, warrants, and convertible notes that have

Diluted loss per share is computed similarly 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 additional

common shares had been issued and if such common shares were dilutive.

Diluted loss per common share reflects the potential dilution that

could occur if options, restricted stock units 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 options,

restricted stock units and warrants are anti-dilutive in the periods presented, shares of common stock underlying these instruments have

been excluded from the computation of loss per common share.

The following sets forth the number of shares

of common stock underlying outstanding options and warrants that have been excluded from the computation of loss per common share:

Schedule of antidilutive securities excluded from computation of earnings per share

For the Year Ended April 30,

Series A convertible preferred stock

Stock options (1)

Restricted stock

Convertible notes

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

From time to time, new accounting

pronouncements are issued by the FASB and adopted by the Company as of the specified effective date.

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 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”),

which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general

principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

This guidance is effective

for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.

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 – 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.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods therein.

is either a modified retrospective method or a fully retrospective method of transition.

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

all other recently issued accounting standards and does not believe the adoption of such standards will have a material impact on its

financial statements.

Restricted stock units

(1) The Company has excluded 1,500,000 and 2,000,000 stock options for the years ended April 30, 2023 and

2022, respectively, 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.

NOTE RECEIVABLE, RELATED PARTY, NET

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.

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.

In November 2019, the term of the note receivable was extended

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PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other

current assets are as follows:

Prepaid expenses and other current assets

are as follows:

Schedule of prepaid expenses and other current assets

April 30, 2023

April 30, 2022

Prepaid consulting fees

Prepaid clinical trial fees

Prepaid insurance

Other prepaid expenses

Other receivables

Prepaid consulting fees

Total prepaid expenses and other current assets

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:

During the year ended April 30, 2023, the

Company prepaid $ 936,000 for clinical trial fees related to ALZN002.

Prepaid clinical trial fees at April 30, 2023 represented the unused

portion of the prepaid clinical fees.

On June 16, 2022, the Company purchased directors and officers (“D&O”) insurance

for 12 months in the amount of $ 492,000 .

Prepaid insurance at April 30, 2023 represented the unamortized portion of the annual insurance

The following is a geographical breakdown

of the Company’s loss before the provision for income taxes:

Schedule of Income before income tax, domestic and foreign

April 30, 2023

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$ ( 12,362,059 )

Total pre-tax income (loss)

Total pre-tax loss

$ ( 14,878,167 )

$ ( 12,362,059 )

Significant components of

the Company’s deferred tax assets are as follows:

Significant components of the Company’s deferred tax assets were

Schedule of deferred tax assets and liabilities

April 30, 2023

1 unchanged sentence

Deferred income tax asset:

Capitalized research expenditures

Net operating loss carryover

5 unchanged sentences

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, 2022 and 2021, is as follows:

A reconciliation of the federal statutory income tax rate to

the Company’s effective income tax rate for the years ended April 30, 2023 and 2022, is as follows:

Schedule of effective income tax rate reconciliation

Tax benefit at U.S.

5 unchanged sentences

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

such assessment.

Given historical generation of and expected future taxable losses, the Company determined it is not more likely than

not to utilize its deferred tax assets.

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.

Federal and state NOLs begin to expire in various years depending on relevant jurisdiction.

In accordance

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.

The impact of an uncertain

income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon

audit by the relevant taxing authority.

An uncertain income tax position will not be recognized if it has less than a 50% likelihood of

being sustained.

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.

As of April 30, 2022, no

interest or penalties have been recorded pertaining to uncertain tax positions.

The Company is subject to

taxation in the United States and various U.S.

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.

considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making such assessments.

Given historical generation of and expected future taxable losses, the Company determined it is more likely than not that some or all

of the deferred tax assets will not be realized.

Therefore, a full valuation allowance was maintained, as of the years ended April 30,

2023 and 2022, of $ 10,813,049 and $ 10,076,931 , respectively.

At April 30, 2023, the Company maintained U.S.

Federal and state net operating loss (“NOL”) carryovers of approximately $ 32,787,753 and $ 11,419,279 respectively.

and state NOLs begin to expire in various years depending on relevant jurisdiction.

In accordance with Internal Revenue Code §382

(“IRC §382”), the future deductibility of the Company’s NOL’s 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 NOL’s are not limited

in utilization per IRC §382 and may reduce applicable deferred tax assets upon completion of such a study, in future periods.

The impact of an uncertain income tax position

on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant

taxing authority.

An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

Company had no uncertain tax positions as of April 30, 2023.

The Company’s policy is to recognize

interest and penalties related to income tax matters in the provision for income taxes.

As of April 30, 2023, no interest or penalties

have been recorded pertaining to uncertain tax positions.

The Company is subject to taxation in the

United States and various U.S.

state jurisdictions.

All tax years remain open to examination by the Internal Revenue Service

and relevant state authorities.

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 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

have a material impact on the income tax provision.

All tax years remain open to examination by the Internal Revenue Service and relevant

state authorities.

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 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, 2023.

These provisions did not have a material impact on the income tax

STOCK-BASED COMPENSATION

2016 Stock Incentive 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 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, the Company’s

board of directors (the “Board”) adopted, and the stockholders approved, the Alzamend Neuro, Inc.

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 common stock to be offered to the Company’s directors, officers, employees, and consultants.

On March 1, 2019, the Company’s

stockholders 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.

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

2021 Stock Incentive Plan

(the “2021 Plan”).

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 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.

Stock Subject to the 2021 Plan.

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.

In May 2021, the

Company issued restricted stock awards pursuant to the 2021 Plan to one employee and four independent Board members.

The 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.

Compensation 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

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

All options that the

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

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

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

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

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 entities.

The risk-free interest rate used in the calculations is based on the implied yield available on U.S.

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 May 1, 2020 to April 30, 2022, is presented below:

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 common stock from its authorized shares instead of settling such obligations

with cash payments.

A summary of stock option activity for the

year ended April 30, 2023, is presented below:

Schedule of share-based payment arrangement, option, activity

Outstanding Options

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Balance at April 30, 2022

Increase to plan shares

Options granted

Balance at April 30, 2021

Options granted

( 2,000,000 )

Options exercised

( 5,500,000 )

Options cancelled/forfeited

( 2,391,671 )

Balance at April 30, 2023

1 unchanged sentence

Options exercisable at April 30, 2023

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.

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

Stock Options Granted to Employees and Consultants

The estimated fair value of

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:

The estimated fair value of stock options

granted to employees and consultants during the years ended April 30, 2023 and 2022 were calculated using the Black-Scholes option-pricing

model using the following assumptions:

Schedule of stock options granted to employees and consultants

For the Year Ended April 30,

Expected term (in years)

85.53 % - 100.1 %

Risk-free interest rate

0.31 % - 0.51 %

Dividend yield

Expected Term:

expected term represents the period that the options granted 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).

term represents the period that the options granted 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).

Expected Volatility:

Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry

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.

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Expected Dividend:

Company has not paid and does not anticipate paying any dividends in the near future.

has not paid and does not anticipate paying any dividends in the near future.

Therefore, the expected dividend yield was zero.

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

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 the therapies achieving certain FDA approval milestones within a specified timeframe.

By definition,

the performance condition in these options can only be achieved after the performance condition of FDA approval has been achieved.

such, the requisite service period is based on the estimated period over which the market condition can be achieved.

When a performance

goal is deemed to be probable of achievement, time-based vesting and recognition of stock-based compensation expense commences.

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, 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 granted 4,250,000 performance- and market-contingent awards to certain key employees and a director.

These grants were made outside

For the year ended April 20, 2023, stock-based compensation related

to restricted stock grants and stock options were $63,000 and $3.5 million, respectively, for employees and directors.

Performance Contingent Stock Options

Granted to Employee

On November 26, 2019, the Board granted

4,250,000 performance- and market-contingent awards to certain key employees and a director.

These grants were made outside of the Plan.

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 (“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 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.

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 ranged from $10 per share to $40 per share.

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%.

On November 22, 2022, the Compensation Committee

of the Board modified the performance criteria for these awards.

The target price range is now $10 per share to $20 per share.

Additionally,

if the stock price milestones are now not achieved by November 27, 2026, as opposed to within three years, the unvested portion of the

portion of the performance options will be reduced by 25%.

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.

market-contingent awards, as of April 30, 2023, 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 29, 2022, the Compensation Committee

of the Board granted 2,000,000 performance-based stock option to the Chief Executive Officer at an exercise price of $1.17 per share,

of which 50% vest upon the completion and announcement of topline data from the Company’s Phase II clinical trial of AL001 within

three years from grant date and the remaining 50% vest upon the completion and announcement of topline data from the Company’s Phase

II clinical trial of ALZN002 within four years from the grant date.

As of April 30, 2023, the Company believes that it is probable that

the performance condition of the completion and announcement of topline data from the Company’s Phase II clinical trial of AL001

will be achieved and has recognized the related stock-based compensation.

As of April 30, 2023, the Company believes that the achievement

of the second performance condition is not probable and, as a result, no compensation cost has been recognized related to Phase II of

Performance Contingent Stock Options

Granted to TAMM Net

On March 23, 2021, the Company issued performance-based

stock options to the certain team members at TAMM Net, Inc.

(“TAMM Net”) 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 of AL001 by March 31, 2022, and

the remaining 50% vest upon completion of Phase I of ALZN002 by December 31, 2022.

The performance goal of completing Phase

I of AL001 was achieved on March 22, 2022, and the Company recognized stock-based compensation related to the completion of Phase I of

AL001 over the implied service period to complete this milestone.

On January 19, 2023, the Board modified

the performance criteria for these awards.

The remaining 50% of the grant will now vest upon the completion and announcement of topline

data of the first cohort from a Phase I/IIA clinical trial of ALZN002 on/or before March 31, 2024.

Due to the significant risks and uncertainties

associated with achieving the completion of Phase I for ALZN002, as of April 30, 2023, 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 related to

Performance Contingent Stock Options

Granted to 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 BD indication, AL001 for

a PTSD indication, AL001 for a depression indication and ALZN002 for an Alzheimer’s indication.

On January 19, 2023, the Board modified

the performance criteria for these awards.

The revised grant will vest 25% if the Company (a) completes and announces topline data from

a Phase II clinical trial of AL001 and ALZN002, as applicable, that would support a new drug application for the drug candidate and the

indication listed below, and (b) obtained a “Study May Proceed” letter from the U.S.

Food and Drug Administration (“FDA”)

for the additional Investigational New Drug (“IND”) on/or before December 31, 2023, as follows:

(i) AL001 – bipolar

(ii) AL001- major depressive disorder;

(iii) AL001 – post-traumatic stress disorder;

and (iv) ALZN002 – Alzheimer’s

As of April 30, 2023, 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 related to Phase II of AL001 and ALZN002.

Stock-Based Compensation Expense

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:

The Company’s results of operations

include expenses relating to stock-based compensation for the years ended April 30, 2023 and 2022, were comprised as follows:

Schedule of stock-based compensation

For the Year Ended April 30,

1 unchanged sentence

General and administrative

As of April 30, 2022, total

unamortized stock-based compensation expense related to unvested employee and non-employee awards that are expected to vest was $ 4.5 million .

The weighted-average period over which such stock-based compensation expense will be recognized is approximately 1.8 years.

As of April 30, 2023, total unamortized

stock-based compensation expense related to unvested employee and non-employee awards that are expected to vest was $ 1.2 million.

weighted-average period over which such stock-based compensation expense will be recognized is approximately 1.6 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

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.

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 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

1 unchanged sentence

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

1,333,333 shares of common stock to AL for $ 2 million, or $ 1.50 per share, and issued to AL warrants to acquire 666,667 shares of common

stock with an exercise price of $ 3.00 per share (see Note 9).

3 unchanged sentences

(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:

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,

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 AL for $ 4 million, or $ 1.50 per share, and issued to AL warrants to acquire 1,333,333 shares of its common stock with an exercise

price of $ 3.00 per share.

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.

The following table summarizes information

about common stock warrants outstanding at April 30, 2023

Schedule of common stock warrants outstanding

$ 1.00 - $ 6.25

The estimated fair value of warrants granted

during the years ended April 30, 2022, were calculated using the Black-Scholes option-pricing model using the following assumptions:

Schedule of assumptions used

For the year ended

April 30, 2022

Expected term (in years)

Risk-free interest rate

0.27 % - 0.28 %

Dividend yield

Expected Term:

expected term represents the period that the warrants granted are expected to be outstanding.

term represents the period that the warrants granted are expected to be outstanding.

Expected Volatility:

Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry

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.

5 unchanged sentences

Expected Dividend:

Company has not paid and does not anticipate paying any dividends in the near future.

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

In March 2021, the Company

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

In March of 2021, the Company entered into

the SPA with AL pursuant to which the Company sold 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 between March 2021 and April 2022.

In addition, the Company issued AL warrants to purchase

an aggregate of 3,333,333 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 on April 26, 2022, AL 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

In May 2021, the Board and Mr.

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.

1 unchanged sentence

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;

(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 Mr.

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.

Ault as a director and executive officer of the Company , the Board agreed that

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).

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 .

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.

Ault 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

On June 15, 2021, AL, a related party, purchased

2,000,000 of the Company’s IPO shares at the public offering price of $ 5.00 per share.

In November 2022, the Company entered into

a marketing and brand development agreement with AULT, effective August 1, 2022, whereby AULT will provide various marketing services

over twelve months valued at $1.4 million.

The Company had the right to pay the fee in cash or shares of its common stock with a value

of $1.50 per share.

On November 11, 2022, the Company elected to pay the fee with 933,334 shares of its common stock.

The Company recorded

the value of the agreement using the closing price of the Company’s common stock on November 11, 2022, and will amortize the expense

over twelve months beginning in August 2022.

At April 30, 2023, the balance of related party prepaid expenses was $247,000.

COMMITMENTS 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:

On July 2, 2018, the Company entered into

two Standard Exclusive License Agreements with Sublicensing Terms for AL001 with the Licensor and its affiliate, the University of South

Florida (the “AL001 Licenses”), pursuant to which the Licensor granted the Company a royalty bearing exclusive worldwide licenses

limited to the field of Alzheimer’s, under United States Patent Nos.

(i) 9,840,521, entitled “Organic Anion Lithium Ionic

Cocrystal Compounds and Compositions”, filed September 24, 2015 and granted December 12, 2017, and (ii) 9,603,869, entitled “Lithium

Co-Crystals for Treatment of Neuropsychiatric Disorders”, filed May 21, 2016 and granted March 28, 2017.

On February 1, 2019, the

Company entered into the First Amendments to the AL001 Licenses, on March 30, 2021, the Company entered into the Second Amendments to

the AL001 Licenses and on June 8, 2023, the Company entered into the Third Amendments to the AL001 Licenses (collectively, the “AL001

License Agreements”).

The AL001 License Agreements require that

the Company pay combined royalty payments of 4.5 % on net sales of products developed from the licensed technology for AL001.

has already paid an initial license fee of $ 200,000 for AL001.

As an additional licensing fee for the license of the AL001 technologies,

the Licensor received 2,227,923 shares of the Company’s common stock.

Minimum royalties for AL001 License Agreements are $ 40,000

on the first anniversary of the first commercial sale, $ 80,000 on the second anniversary first commercial sale and $ 100,000 on the third

anniversary of the first commercial sale and every year thereafter, for the life of the AL001 License Agreements.

On May 1, 2016,

the Company entered into a Standard Exclusive License Agreement with Sublicensing Terms for ALZN002 with the Licensor (the “ALZN002

License”), pursuant to which the 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.

On August 18, 2017, the Company entered into the First Amendment

to the ALZN002 License, on May 7, 2018, the Company entered into the Second Amendment to the ALZN002 License, on January 31, 2019, the

Company entered into the Third Amendment to the ALZN002 License, on January 24, 2020, the Company entered into the Fourth Amendment to

the ALZN002 License, on March 30, 2021, the Company entered into the Fifth Amendment to the ALZN002 License and on April 17, 2023, the

Company entered into the Sixth Amendment to the ALZN002 License (collectively, the “ALZN002 License Agreement”).

The ALZN002 License

Agreement requires the Company to pay royalty payments of 4 % on net sales of products developed from the licensed technology for ALZN002.

The Company has already paid an initial license fee of $ 200,000 for ALZN002.

As an additional licensing fee for the license of ALZN002,

the Licensor received 3,601,809 shares of the Company’s common stock.

Minimum royalties for ALZN002 are $ 20,000 on the first anniversary

of the first commercial sale, $ 40,000 on the second anniversary first commercial sale and $ 50,000 on the third anniversary of the first

commercial sale and every year thereafter, for the life of the ALZN002 License Agreement.

On November 19, 2019, the Company entered

into two Standard Exclusive License Agreements with Sublicensing Terms for two additional indications of AL001 with the Licensor (the

“November AL001 License”), pursuant to which the Licensor granted the Company a royalty bearing exclusive worldwide licenses

limited to the fields of (i) neurodegenerative diseases excluding Alzheimer’s and (ii) psychiatric diseases and disorders.

30, 2021, the Company entered into the First Amendments to the November AL001 License and on April 17, 2023, the Company entered into

the Second Amendments to the November AL001 License (collectively, the “November AL001 License Agreements”).

The November AL001 License Agreements require

the Company to pay royalty payments of 3 % on net sales of products developed from the licensed technology for AL001 in those fields.

Company paid an initial license fee of $ 20,000 for the additional indications.

Minimum royalties for November AL001 License Agreements

are $ 40,000 on the first anniversary of the first commercial sale, $ 80,000 on the second anniversary first commercial sale and $ 100,000

on the third anniversary of the first commercial sale and every year thereafter, for the life of the November AL001 License Agreements.

These license agreements

have an indefinite term that continue until the later of the date no licensed patent under the applicable agreement remains a pending

application or enforceable patent, the end date of any period of market exclusivity granted by a governmental regulatory body, or the

date on which the Company’s obligations to pay royalties expire under the applicable license agreement.

Under the various license

agreements, if the Company fails to meet a milestone by its specified date, Licensor may terminate the license agreement.

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 the Licensor remains the owner of any equity securities of the Company.

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 ALZN002 technology, as follows:

Original AL001 Licenses:

Schedule of contractual obligation, fiscal year maturity

Completed September 2019

6 unchanged sentences

Upon Completion of first clinical trial

12 months from completion of the first Phase II clinical trial

24 months from completion of first Phase II clinical trial

Upon first patient treated in a Phase III clinical trial

2 unchanged sentences

* Milestone met and completed

AL002 License:

ALZN002 License:

Completed January 2022

Upon IND application filing

12 months from IND application filing date

September 2023

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

4 unchanged sentences

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:

* Milestone met and completed

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

August 1, 2029

First commercial sale

CONVERTIBLE NOTES

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 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.

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

1 unchanged sentence

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.

Series A Convertible Preferred Stock none of which was issued or outstanding as of April 30, 2023.

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.

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 ,

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.

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

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 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.

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 of IPO.

the term of the note receivable was extended to December 31, 2023.

The note is secured by a pledge of the purchased shares.

In March 2021, the Company entered into

the SPA with AL 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, AL 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 AULT, for an aggregate of 2,666,667 shares of common

Under the terms of the SPA, AL (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.

In addition, the Company issued AL

warrants to purchase an aggregate of 3,333,333 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, AL 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 million.

The proceeds from the

offering to the Company, net of underwriting discounts and commissions and offering expenses, were $ 12.9 million.

AL 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

In November 2022, the Company entered into a marketing and brand development

agreement with AULT, effective August 1, 2022, whereby AULT will provide various marketing services over twelve months valued at $1.4

The Company had the right to pay the fee in cash or shares of its common stock with a value of $1.50 per share.

On November 11,

2022, the Company elected to pay the fee with 933,334 shares of its common stock.

The Company recorded the value of the agreement using

the closing price of the Company’s common stock on November 11, 2022, and is amortizing the expense over twelve months beginning

in August 2022.

At April 30, 2023, the balance of related party prepaid expenses was $247,000.

SUBSEQUENT EVENTS

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.

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 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