6 unchanged sentences
NOTE ABOUT FORWARD-LOOKING STATEMENTS
−Removed: This Quarterly Report on Form 10-Q contains forward-looking
−Removed: statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as
−Removed: amended (the “Exchange Act”).
−Removed: This section should be read in conjunction with our unaudited condensed financial statements
−Removed: and related notes included in Part I, Item 1 of this report.
−Removed: The statements contained in this report that are not purely historical are
−Removed: forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange
−Removed: These statements relate to future events or our
−Removed: future financial performance.
+Added: This Quarterly Report on Form 10-Q contains
+Added: forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
+Added: and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: This section should be read in conjunction
+Added: with our unaudited condensed financial statements and related notes included in Part I, Item 1 of this report.
+Added: The statements contained
+Added: in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and
+Added: Section 21E of the Exchange Act.
+Added: These statements relate to future events
+Added: or our future financial performance.
We have attempted to identify forward-looking statements by terminology including “anticipates,”
7 unchanged sentences
of activity, performance or achievements.
−Removed: In this Quarterly Report,
−Removed: unless the context requires otherwise, references to the “Company,” “Alzamend,” “we,” “our company”
−Removed: and “us” refer to Alzamend Neuro, Inc., a Delaware corporation.
−Removed: incorporated on February 26, 2016, as Alzamend Neuro, Inc.
+Added: In this Quarterly Report, unless the context
+Added: requires otherwise, references to the “Company,” “Alzamend,” “we,” “our company” and “us”
+Added: refer to Alzamend Neuro, Inc., a Delaware corporation.
+Added: were incorporated on February 26, 2016, as Alzamend Neuro, Inc.
under the laws of the State of Delaware.
−Removed: We were formed to acquire and commercialize
−Removed: patented intellectual property and know-how to prevent, treat and potentially cure the crippling and deadly Alzheimer’s.
−Removed: two product candidates, we aim to bring treatment or cures not only for Alzheimer’s, but also, bipolar disorder (“BD”),
+Added: We were formed to acquire and
+Added: commercialize patented intellectual property and know-how to prevent, treat and potentially cure the crippling and deadly Alzheimer’s.
+Added: With our two product candidates, we aim to bring treatment or cures not only for Alzheimer’s, but also, bipolar disorder (“BD”),
major depressive disorder (“MDD”) and post-traumatic stress disorder (“PTSD”).
8 unchanged sentences
as well as fees paid to other entities that conduct certain research and development activities on behalf of our company.
−Removed: We have acquired and may continue to acquire the
−Removed: rights to develop and commercialize new product candidates from third parties.
−Removed: The upfront payments to acquire license, product or rights,
−Removed: as well as any future milestone payments, are immediately recognized as research and development expense provided that there is no alternative
−Removed: future use of the rights in other research and development projects.
+Added: We have acquired and may continue to acquire
+Added: the rights to develop and commercialize new product candidates from third parties.
+Added: The upfront payments to acquire license, product or
+Added: rights, as well as any future milestone payments, are immediately recognized as research and development expense provided that there is
+Added: no alternative future use of the rights in other research and development projects.
Stock-Based Compensation.
12 unchanged sentences
· Fair Value of Common Stock.
−Removed: the subsection titled “Common Stock Valuations” below.
+Added: See the subsection titled “Common Stock Valuations”
· Risk-Free Interest Rate.
−Removed: risk-free interest rate is based on the U.S.
−Removed: Treasury zero coupon issues in effect at the time of grant for periods corresponding with
−Removed: the expected term of the option.
+Added: The risk-free interest rate is based on the U.S.
+Added: zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option.
· Expected Volatility.
−Removed: we do not have a sufficient trading history for our common stock (“Common Stock”), the expected volatility was estimated based
−Removed: on the average volatility for comparable publicly traded life sciences companies over a period equal to the expected term of the stock
−Removed: option grants.
−Removed: The comparable companies were chosen based on the similar size, stage in life cycle or area of specialty.
−Removed: We will continue
−Removed: to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available.
+Added: Because we do not have a sufficient trading history for our common
+Added: stock (“Common Stock”), the expected volatility was estimated based on the average volatility for comparable publicly traded
+Added: life sciences companies over a period equal to the expected term of the stock option grants.
+Added: The comparable companies were chosen based
+Added: on the similar size, stage in life cycle or area of specialty.
+Added: We will continue to apply this process until a sufficient amount of historical
+Added: information regarding the volatility of our own stock price becomes available.
· Expected Term.
−Removed: term represents the period that the stock-based awards are expected to be outstanding and is determined using the simplified method (based
−Removed: on the mid-point between the vesting date and the end of the contractual term), as we do not have sufficient historical data to use any
−Removed: other method to estimate expected term.
+Added: The expected term represents the period that the stock-based awards
+Added: are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the
+Added: end of the contractual term), as we do not have sufficient historical data to use any other method to estimate expected term.
· Expected Dividend Yield.
−Removed: have never paid dividends on our Common Stock and have no plans to pay dividends on our Common Stock.
−Removed: Therefore, we used an expected dividend
−Removed: yield of zero.
+Added: We have never paid dividends on our Common Stock and have
+Added: no plans to pay dividends on our Common Stock.
+Added: Therefore, we used an expected dividend yield of zero.
Certain of such assumptions involve inherent
9 unchanged sentences
These factors included, but were not limited to:
−Removed: · our results of operations and financial position,
−Removed: including our levels of available capital resources;
−Removed: · our stage of development and material risks related
−Removed: to our business;
+Added: · our results of operations and financial position, including our levels of available capital resources;
+Added: · our stage of development and material risks related to our business;
· progress of our research and development activities;
· our business conditions and projections;
−Removed: · the valuation of publicly traded companies in
−Removed: the life sciences and biotechnology sectors, as well as recently completed mergers and acquisitions of peer companies;
−Removed: · the lack of marketability of our Common Stock
−Removed: as a private company;
−Removed: · the prices at which we sold shares of our Common
−Removed: Stock to outside investors in arms-length transactions;
−Removed: · the likelihood of achieving a liquidity event
−Removed: for our security holders, such as an IPO or a sale of our company, given prevailing market conditions;
+Added: · the valuation of publicly traded companies in the life sciences and biotechnology sectors, as well as
+Added: recently completed mergers and acquisitions of peer companies;
+Added: · the lack of marketability of our Common Stock as a private company;
+Added: · the prices at which we sold shares of our Common Stock to outside investors in arms-length transactions;
+Added: · the likelihood of achieving a liquidity event for our security holders, such as an IPO or a sale of our
+Added: company, given prevailing market conditions;
· trends and developments in our industry;
−Removed: · external market conditions affecting the life
−Removed: sciences and biotechnology industry sectors.
−Removed: Following the closing of our IPO, our Board determined
−Removed: the fair market value of our Common Stock based on the closing price of our Common Stock as reported on the date of grant.
+Added: · external market conditions affecting the life sciences and biotechnology industry sectors.
+Added: Following the closing of our IPO, our Board
+Added: determined the fair market value of our Common Stock based on the closing price of our Common Stock as reported on the date of grant.
Plan of Operations
−Removed: We intend to develop
−Removed: and commercialize therapeutics that are better than existing treatments and have the potential to significantly improve the lives of individuals
−Removed: afflicted by Alzheimer’s, BD, MDD and PTSD.
+Added: We intend to develop and commercialize therapeutics
+Added: that are better than existing treatments and have the potential to significantly improve the lives of individuals afflicted by Alzheimer’s,
+Added: BD, MDD and PTSD.
To achieve these goals, we are pursuing the following key business strategies:
−Removed: · Advance clinical development of AL001 for Alzheimer’s,
−Removed: BD, MDD and PTSD treatment;
−Removed: · Advance clinical development of ALZN002 for Alzheimer’s
−Removed: · Expand our pipeline of pharmaceuticals to include
−Removed: additional indications for AL001 and delivery methods;
−Removed: · Focus on translational and functional endpoints
−Removed: to efficiently develop product candidates;
−Removed: · Optimize the value of AL001 and ALZN002 in major
−Removed: pipeline consists of two novel therapeutic drug candidates:
−Removed: · AL001 - A patented ionic cocrystal technology
−Removed: delivering a therapeutic combination of lithium, salicylate and proline through three royalty-bearing exclusive worldwide licenses from
−Removed: the University of South Florida Research Foundation, Inc., as licensor (the “Licensor”);
−Removed: · ALZN002 - A patented method using a mutant peptide
−Removed: sensitized cell as a cell-based therapeutic vaccine that seeks to restore the ability of a patient’s immunological system to combat
−Removed: Alzheimer’s through a royalty-bearing exclusive worldwide license from the Licensor.
−Removed: Our most advanced product
−Removed: candidate (lead product) licensed and in clinical development in humans is AL001, an ionic cocrystal of lithium for the treatment of Alzheimer’s,
+Added: · Advance clinical development of AL001 for Alzheimer’s, BD, MDD and PTSD treatment;
+Added: · Advance clinical development of ALZN002 for Alzheimer’s treatment;
+Added: · Expand our pipeline of pharmaceuticals to include additional indications for AL001 and delivery methods;
+Added: · Focus on translational and functional endpoints to efficiently develop product candidates;
+Added: · Optimize the value of AL001 and ALZN002 in major markets.
+Added: Our pipeline consists of two novel therapeutic
+Added: drug candidates:
+Added: · AL001 - A patented ionic cocrystal technology delivering a therapeutic combination of lithium, salicylate
+Added: and proline through three royalty-bearing exclusive worldwide licenses from the University of South Florida Research Foundation, Inc.,
+Added: as licensor (the “Licensor”);
+Added: · ALZN002 - A patented method using a mutant peptide sensitized cell as a cell-based therapeutic vaccine
+Added: that seeks to restore the ability of a patient’s immunological system to combat Alzheimer’s through a royalty-bearing exclusive
+Added: worldwide license from the Licensor.
+Added: Our most advanced product candidate (lead
+Added: product) licensed and in clinical development in humans is AL001, an ionic cocrystal of lithium for the treatment of Alzheimer’s,
BD, MDD and PTSD.
5 unchanged sentences
for safety data.
−Removed: On May 5, 2022, we initiated a multiple-dose,
−Removed: steady-state, double-blind, ascending dose safety, tolerability, pharmacokinetic clinical trial of AL001 in patients with mild to moderate
−Removed: Alzheimer’s and healthy subjects.
−Removed: We completed the Phase IIA clinical trial patient dosing in March 2023 and announced positive
−Removed: topline data in June 2023.
−Removed: We announced that we
−Removed: successfully identified a maximum tolerated dose (“MTD”) for development of AL001 from a multiple-ascending dose study as
−Removed: assessed by an independent safety review committee.
−Removed: This dose, providing lithium at a lithium carbonate equivalent dose of 240 mg 3-times
−Removed: daily (“TID”), is designed to be unlikely to require lithium therapeutic drug monitoring (“TDM”).
−Removed: Also, this MTD
−Removed: is risk mitigated for the purpose of treating fragile populations, such as Alzheimer’s patients.
−Removed: Lithium is a commonly prescribed drug for manic
−Removed: episodes in BD type 1 as well as maintenance therapy of BD in patients with a history of manic episodes.
−Removed: Lithium is also prescribed off-label
−Removed: for MDD, BD and treatment of PTSD, among other disorders.
+Added: On May 5, 2022,
+Added: we initiated a multiple-dose, steady-state, double-blind, ascending dose safety, tolerability, pharmacokinetic clinical trial of AL001
+Added: in patients with mild to moderate Alzheimer’s and healthy subjects.
+Added: We completed the Phase IIA clinical trial patient dosing in
+Added: March 2023 and announced positive topline data in June 2023.
+Added: We announced that we successfully identified
+Added: a maximum tolerated dose (“MTD”) for development of AL001 from a multiple-ascending dose study as assessed by an independent
+Added: safety review committee.
+Added: This dose, providing lithium at a lithium carbonate equivalent dose of 240 mg 3-times daily (“TID”),
+Added: is designed to be unlikely to require lithium therapeutic drug monitoring (“TDM”).
+Added: Also, this MTD is risk mitigated for the
+Added: purpose of treating fragile populations, such as Alzheimer’s patients.
+Added: Lithium is a commonly prescribed drug for
+Added: manic episodes in BD type 1 as well as maintenance therapy of BD in patients with a history of manic episodes.
+Added: Lithium is also prescribed
+Added: off-label for MDD, BD and treatment of PTSD, among other disorders.
Lithium was the first mood stabilizer approved by the U.S.
−Removed: Food and Drug Administration
−Removed: (“FDA”) and is still a first-line treatment option (considered the “gold standard”) but is underutilized perhaps
−Removed: because of the need for TDM.
−Removed: Lithium was the first drug that required TDM by regulatory authorities in product labelling because the effective
−Removed: and safe range of therapeutic drug blood concentrations is narrow and well defined for treatment of BD when using lithium salts.
−Removed: above this range can be toxic, and below can impair effectiveness.
−Removed: Based on the results
−Removed: from our Phase IIA MAD study, we plan to initiate two safety and efficacy clinical trials in subjects with mild to moderate dementia of
−Removed: the Alzheimer’s type.
−Removed: Additionally, we intend to investigate the potential of AL001 for patients suffering from BD, MDD and PTSD
−Removed: by submitting Investigational New Drug (“IND”) applications to the FDA for these indications.
−Removed: The IND for BD was filed in
−Removed: August 2023 and the INDs for MDD and PTSD are expected to be filed by the end of 2023.
−Removed: After FDA permission to proceed on the INDs, we
−Removed: intend to initiate clinical trials at this MTD to determine relative increased lithium levels in the brain compared to a marketed lithium
−Removed: salt for BD, MDD and PTSD, based on published mouse studies that predict that lithium can be given at lower doses for equivalent therapeutic
−Removed: benefit when treating with AL001.
−Removed: For example, the goal is to replace a 300 mg TID lithium carbonate dose for treatment of BD with a 240
−Removed: mg TID AL001 lithium equivalent, which represents a daily decrease of 20% of lithium given to a patient.
−Removed: We submitted a pre-IND
−Removed: meeting request for ALZN002 and supporting briefing documents to the Center for Biological Evaluation and Research of the FDA on July
−Removed: We received a written response relating to the pre-IND from the FDA providing a path for Alzamend’s planned clinical development
−Removed: of ALZN002 on September 30, 2021.
+Added: Drug Administration (“FDA”) and is still a first-line treatment option (considered the “gold standard”) but is
+Added: underutilized perhaps because of the need for TDM.
+Added: Lithium was the first drug that required TDM by regulatory authorities in product labelling
+Added: because the effective and safe range of therapeutic drug blood concentrations is narrow and well defined for treatment of BD when using
+Added: lithium salts.
+Added: Excursions above this range can be toxic, and below can impair effectiveness.
+Added: Based on the results from our Phase IIA
+Added: MAD study, we plan to initiate two safety and efficacy clinical trials in subjects with mild to moderate dementia of the Alzheimer’s
+Added: Additionally, we are investigating the potential of AL001 for patients suffering from BD, MDD and PTSD, and submitted Investigational
+Added: New Drug (“IND”) applications to the FDA for these indications.
+Added: The IND for BD was filed in August 2023 and we received a
+Added: “study may proceed” letter from the FDA in September 2023.
+Added: The IND for MDD was filed in October 2023 and we received a “study
+Added: may proceed” letter from the FDA in November 2023.
+Added: The IND for PTSD was filed in November 2023.
+Added: After FDA permission to proceed
+Added: on the INDs, we intend to initiate clinical trials at the MTD to determine relative increased lithium levels in the brain compared to
+Added: a marketed lithium salt for BD, MDD and PTSD, based on published mouse studies that predict that lithium can be given at lower doses for
+Added: equivalent therapeutic benefit when treating with AL001.
+Added: For example, the goal is to replace a 300 mg TID lithium carbonate dose for treatment
+Added: of BD with a 240 mg TID AL001 lithium equivalent, which represents a daily decrease of 20% of lithium given to a patient.
+Added: We submitted a pre-IND meeting request for
+Added: ALZN002 and supporting briefing documents to the Center for Biological Evaluation and Research of the FDA on July 30, 2021.
+Added: a written response relating to the pre-IND from the FDA providing a path for Alzamend’s planned clinical development of ALZN002
+Added: on September 30, 2021.
The FDA agreed to allow Alzamend to submit an IND to conduct a combined Phase I/II study.
+Added: On September 28, 2022, we submitted an IND
+Added: application to the FDA for ALZN002 and received a “study may proceed” letter on October 31, 2022.
+Added: The product candidate is
+Added: an immunotherapy vaccine designed to treat mild to moderate dementia of the Alzheimer’s type.
+Added: ALZN002 is a proprietary “active”
+Added: immunotherapy product, which means it is produced by each patient’s immune system.
+Added: It consists of autologous DCs that are activated
+Added: white blood cells taken from each individual patient so that they can be engineered outside of the body to attack Alzheimer’s-related
+Added: amyloid-beta proteins.
+Added: These DCs are pulsed with a novel amyloid-beta peptide (E22W) designed to bolster the ability of the patient’s
+Added: immune system to combat Alzheimer’s;
+Added: the goal being to foster tolerance to treatment for safety purposes while stimulating the immune
+Added: system to reduce the brain’s beta-amyloid protein burden, resulting in reduced Alzheimer’s signs and symptoms.
+Added: passive immunization treatment approaches that use foreign blood products (such as monoclonal antibodies), active immunization with ALZN002
+Added: is anticipated to offer a more robust and long-lasting effect on the clearance of amyloid.
+Added: This could provide a safer approach due to
+Added: its reliance on autologous immune components, using each individual patient’s own white blood cells rather than foreign cells and/or
+Added: blood products.
+Added: On April 3, 2023, we announced the initiation
+Added: of a Phase I/IIA clinical trial for ALZN002 to treat mild to moderate dementia of the Alzheimer’s type.
+Added: The purpose of this trial
+Added: is to assess the safety, tolerability, and efficacy of multiple ascending doses of ALZN002 compared with that of placebo in 20-30 subjects
+Added: with mild to moderate morbidity.
+Added: The primary goal of this clinical trial is to determine an appropriate dose of ALZN002 for treatment
+Added: of patients with Alzheimer’s in a larger Phase IIB efficacy and safety clinical trial, which Alzamend expects to initiate within
+Added: three months of receiving data from the initial trial.
+Added: The continuation of our current plan of
+Added: operations with respect to conducting the series of human clinical trials for each of our therapeutics requires us to raise additional
+Added: capital to fund our operations.
+Added: Because our working capital requirements
+Added: depend upon numerous factors, including the progress of our preclinical and clinical testing, timing and cost of obtaining regulatory
+Added: approvals, changes in levels of resources that we devote to the development of manufacturing and marketing capabilities, competitive and
+Added: technological advances, status of competitors, and our ability to establish collaborative arrangements with other organizations, we will
+Added: require additional financing to fund future operations.
On September 26,
−Removed: we submitted an IND application to the FDA for ALZN002 and received a “study may proceed” letter on October 31, 2022.
−Removed: product candidate is an immunotherapy vaccine designed to treat mild to moderate dementia of the Alzheimer’s type.
−Removed: proprietary “active” immunotherapy product, which means it is produced by each patient’s immune system.
−Removed: of autologous DCs that are activated white blood cells taken from each individual patient so that they can be engineered outside of the
−Removed: body to attack Alzheimer’s-related amyloid-beta proteins.
−Removed: These DCs are pulsed with a novel amyloid-beta peptide (E22W) designed
−Removed: to bolster the ability of the patient’s immune system to combat Alzheimer’s;
−Removed: the goal being to foster tolerance to treatment
−Removed: for safety purposes while stimulating the immune system to reduce the brain’s beta-amyloid protein burden, resulting in reduced
−Removed: Alzheimer’s signs and symptoms.
−Removed: Compared to passive immunization treatment approaches that use foreign blood products (such as monoclonal
−Removed: antibodies), active immunization with ALZN002 is anticipated to offer a more robust and long-lasting effect on the clearance of amyloid.
−Removed: This could provide a safer approach due to its reliance on autologous immune components, using each individual patient’s own white
−Removed: blood cells rather than foreign cells and/or blood products.
−Removed: On April 3, 2023, we
−Removed: announced the initiation of a Phase I/IIA clinical trial for ALZN002 to treat mild to moderate dementia of the Alzheimer’s type.
−Removed: The purpose of this trial is to assess the safety, tolerability, and efficacy of multiple ascending doses of ALZN002 compared with that
−Removed: of placebo in 20-30 subjects with mild to moderate morbidity.
−Removed: The primary goal of this clinical trial is to determine an appropriate dose
−Removed: of ALZN002 for treatment of patients with Alzheimer’s in a larger Phase IIB efficacy and safety clinical trial, which Alzamend expects
−Removed: to initiate within three months of receiving data from the initial trial.
−Removed: The continuation of our current plan of operations
−Removed: with respect to completing our IND applications and conducting the series of human clinical trials for each of our therapeutics requires
−Removed: us to raise additional capital to fund our operations.
−Removed: Because our working capital requirements depend
−Removed: upon numerous factors, including the progress of our preclinical and clinical testing, timing and cost of obtaining regulatory approvals,
−Removed: changes in levels of resources that we devote to the development of manufacturing and marketing capabilities, competitive and technological
−Removed: advances, status of competitors, and our ability to establish collaborative arrangements with other organizations, we will require additional
−Removed: financing to fund future operations.
+Added: 2023, we received a notice from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the previous 30 consecutive
+Added: business days, the minimum Market Value of Listed Securities (“MVLS”) for our Common Stock was below the $35 million minimum
+Added: MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”).
+Added: In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have 180 calendar days, or until March 25, 2024, to regain compliance with the
+Added: To regain compliance with the MVLS Rule, the MVLS for our Common Stock must close at $35 million or more for a minimum of 10
+Added: consecutive business days at any time during this 180-day period.
+Added: If we regain compliance with the MVLS Rule, Nasdaq will provide us with
+Added: written confirmation and will close the matter.
+Added: If we do not regain compliance with the rule by March 25, 2024, Nasdaq will provide notice
+Added: that our Common Stock will be delisted from the Nasdaq Capital Market.
+Added: In the event of such notification, the Nasdaq rules permit us an
+Added: opportunity to appeal Nasdaq’s determination.
Results of Operations
−Removed: Results of Operations for the Three Months Ended July 31,
−Removed: 2023 and 2022
−Removed: The following table summarizes the results of
−Removed: our operations for the three months ended July 31, 2023 and 2022.
−Removed: For the Three Months Ended July 31,
+Added: Results of Operations for the Three Months Ended October 31, 2023 and 2022
+Added: The following table summarizes the results
+Added: of our operations for the three months ended October 31, 2023 and 2022.
+Added: For the Three Months Ended October 31,
OPERATING EXPENSES
11 unchanged sentences
* Not meaningful
−Removed: have only two product candidates, AL001 and ALZN002.
−Removed: These products are in the clinical stage of development and will require extensive
−Removed: clinical study, review and evaluation, regulatory review and approval, significant marketing efforts and substantial investment before
−Removed: either or both of them, and any respective successors, will provide us with any revenue.
−Removed: We did not generate any revenues during
−Removed: the three months ended July 31, 2023 and 2022, and we do not anticipate that we will generate revenue for the foreseeable future.
+Added: currently have only two product candidates, AL001 and ALZN002.
+Added: These products are in the clinical stage of development and will require
+Added: extensive clinical study, review and evaluation, regulatory review and approval, significant marketing efforts and substantial investment
+Added: before either or both of them, and any respective successors, will provide us with any revenue.
+Added: We did not generate any revenues
+Added: during the three months ended October 31, 2023 and 2022, and we do not anticipate that we will generate revenue for the foreseeable future.
Research and Development Expenses
−Removed: Research and development expenses for the three months ended July 31,
−Removed: 2023 and 2022 were $2.4 million and $1.4 million, respectively.
−Removed: As reflected in the table below, research and development expenses primarily
−Removed: consisted of professional fees, clinical trial fees and licenses and fees.
−Removed: For the Three Months Ended July 31,
+Added: Research and development expenses
+Added: for the three months ended October 31, 2023 and 2022 were $2.0 million and $1.5 million, respectively.
+Added: As reflected in the table below,
+Added: research and development expenses primarily consisted of professional fees, clinical trial fees and licenses and fees.
+Added: For the Three Months Ended October 31,
Professional fees
1 unchanged sentence
Licenses and fees
+Added: Stock-based compensation
Other research and development expenses
2 unchanged sentences
Professional Fees
−Removed: During the three months ended July 31, 2023 and
−Removed: 2022, we reported professional fees of $1.1 million and $1.2 million, respectively, which were principally comprised of professional fees
−Removed: attributed to various types of scientific services, including FDA consulting services.
−Removed: The decrease relates to lower professional fees
−Removed: incurred related to Phase IIA clinical trial monitoring AL001 partially offset by increased professional fees related to IND preparation
−Removed: for the additional indications for AL001.
+Added: During the three months ended October 31,
+Added: 2023 and 2022, we incurred professional fees of $1.0 million and $900,000, respectively, which were principally comprised of professional
+Added: fees attributed to various types of scientific services, including FDA consulting services.
+Added: The increase relates to higher professional
+Added: fees incurred related to IND preparation for the additional indications for AL001.
Clinical Trial Fees
−Removed: During the three months ended July 31, 2023 and
−Removed: 2022, we incurred clinical trial fees of $1.2 million and $24,000, respectively.
−Removed: Clinical trial fees for the three months ended July 31,
−Removed: 2023, consisted of $926,000 for our Phase IIA clinical trial for AL001 and $319,000 for our Phase IIA clinical trial for ALZN002.
−Removed: trial fees for the three months ended July 31, 2022 were for our Phase I clinical trial for AL001.
+Added: During the three months ended October 31,
+Added: 2023 and 2022, we incurred clinical trial fees of $795,000 and $552,000, respectively.
+Added: Clinical trial fees for the three months ended
+Added: October 31, 2023, consisted of $455,000 for our Phase IIA clinical trial for AL001 and $340,000 for our Phase IIA clinical trial for ALZN002.
+Added: Clinical trial fees for the three months ended October 31, 2022 were for our Phase I clinical trial for AL001.
Licenses and Fees
−Removed: There are certain initial license fees and milestone
−Removed: payments required to be paid to the University of South Florida and the Licensor, for the licenses of the technologies, pursuant to the
−Removed: terms of the License Agreement with Sublicensing Terms.
+Added: There are certain initial license fees and
+Added: milestone payments required to be paid to the University of South Florida and the Licensor, for the licenses of the technologies, pursuant
+Added: to the terms of the License Agreement with Sublicensing Terms.
+Added: Stock-Based Compensation Expense
+Added: During the three months ended
+Added: October 31, 2023, we incurred research and development stock-based compensation of $143,000, related to stock option grants to consultants.
+Added: The increase in research and development stock compensation expense for the three months ended October 31, 2023 was a result of the vesting
+Added: of performance stock options grants.
Other Research and Development Expenses
−Removed: During the three months ended July 31, 2023 and
−Removed: 2022, we incurred other fees of $51,000 and $156,000, respectively, which were principally comprised of scientific materials required
+Added: During the three months ended October 31,
+Added: 2023 and 2022, we incurred other fees of $14,000 and $15,000, respectively, which were principally comprised of scientific materials required
for our clinical trials.
General and Administrative Expenses
−Removed: General and administrative expenses for the three
−Removed: months ended July 31, 2023 and 2022 were $1.2 million and $1.7 million, respectively.
−Removed: As reflected in the table below, general and administrative
−Removed: expenses primarily consisted of the following expense categories:
+Added: General and administrative expenses for the three months ended October
+Added: 31, 2023 and 2022 were $905,000 and $1.6 million, respectively.
+Added: As reflected in the table below, general and administrative expenses primarily
+Added: consisted of the following expense categories:
stock-based compensation expense;
1 unchanged sentence
professional fees;
+Added: as salaries and benefits.
+Added: For the three months ended October 31, 2023 and 2022, the remaining general and administrative expenses of $131,000
+Added: and $129,000, respectively, primarily consisted of payments for filing fees, transfer agent fees, travel and entertainment, board of director
+Added: fees and other office expenses, none of which is significant individually.
+Added: For the Three Months Ended October 31,
+Added: Stock-based compensation expense
+Added: Professional fees
+Added: Salary and benefits
+Added: Marketing fees
+Added: Other general and administrative expenses
+Added: Total general and administrative expenses
+Added: Stock-Based Compensation Expense
+Added: During the three months ended
+Added: October 31, 2023 and 2022, we incurred general and administrative stock-based compensation expense of $175,733 and $716,000, respectively,
+Added: related to stock option grants and restricted stock grants to executives, employees and consultants.
+Added: The decrease in stock-based compensation
+Added: for the three months ended October 31, 2023 was a result of fewer stock options vesting during the period compared to the prior year.
+Added: Professional Fees
+Added: During the three months ended October 31,
+Added: 2023 and 2022, we incurred professional fees of $284,000 and $133,000, respectively, which were principally comprised of the following
+Added: Three Months Ended October 31, 2023
+Added: · During the three months ended October 31, 2023, we incurred $92,000 in audit fees, $89,000 in investor
+Added: relations, $67,000 in legal fees, $13,000 in tax preparation fees, $12,000 in related party consulting and $11,000 in Sarbanes-Oxley compliance
+Added: Three Months Ended October 31, 2022
+Added: · During the three months ended October 31, 2022, we recorded an expense of $70,000 in connection with the
+Added: five-year consulting agreement with Spartan Capital;
+Added: · During the three months ended October 31, 2022, we incurred $20,000 in audit fees, $13,000 in related
+Added: party consulting, $11,000 in Sarbanes-Oxley compliance fees, $7,000 in tax preparation fees and $12,000 in other professional fees.
+Added: Insurance Expense
+Added: During the three months ended October 31,
+Added: 2023 and 2022, we incurred insurance expense of $89,000 and $130,000, respectively, which was primarily directors’ and officers’
+Added: Salaries and Benefits
+Added: During the three months ended October 31,
+Added: 2023 and 2022, we incurred $226,000 and $219,000, respectively, in employee-related expenses.
+Added: As of October 31, 2023, we had four full-time
+Added: and three part-time employees.
+Added: Marketing Fees
+Added: During the three months ended October 31,
+Added: 2022, we incurred marketing fees of $247,000, which was primarily expenses related to the marketing and brand development agreement with
+Added: Ault Alliance, Inc.
+Added: (“AAI”), a related party.
+Added: Results of Operations for the Six Months Ended October 31, 2023 and 2022
+Added: The following table summarizes the results
+Added: of our operations for the six months ended October 31, 2023 and 2022.
+Added: For the Six Months Ended October 31,
+Added: OPERATING EXPENSES
+Added: Research and development
+Added: General and administrative
+Added: Total operating expenses
+Added: Loss from operations
+Added: OTHER EXPENSE, NET
+Added: Interest expense
+Added: Total other expense, net
+Added: $ (6,433,799 )
+Added: $ (6,147,065 )
+Added: Basic and diluted net loss per common share
+Added: Basic and diluted weighted average common shares outstanding
+Added: * Not meaningful
+Added: currently have only two product candidates, AL001 and ALZN002.
+Added: These products are in the clinical stage of development and will require
+Added: extensive clinical study, review and evaluation, regulatory review and approval, significant marketing efforts and substantial investment
+Added: before either or both of them, and any respective successors, will provide us with any revenue.
+Added: We did not generate any revenues
+Added: during the six months ended October 31, 2023 and 2022, and we do not anticipate that we will generate revenue for the foreseeable future.
+Added: Research and Development Expenses
+Added: Research and development expenses
+Added: for the six months ended October 31, 2023 and 2022 were $4.4 million and $2.9 million, respectively.
+Added: As reflected in the table below,
+Added: research and development expenses primarily consisted of professional fees, clinical trial fees and licenses and fees.
+Added: For the Six Months Ended October 31,
+Added: Professional fees
+Added: Clinical trials
+Added: Licenses and fees
+Added: Stock-based compensation
+Added: Other research and development expenses
+Added: Total research and development expenses
+Added: * Not meaningful
+Added: Professional Fees
+Added: During each of the six months ended October
+Added: 31, 2023 and 2022, we incurred professional fees of $2.1 million, which were principally comprised of professional fees attributed to
+Added: various types of scientific services, including FDA consulting services.
+Added: Clinical Trial Fees
+Added: During the six months ended October 31,
+Added: 2023 and 2022, we incurred clinical trial fees of $2.0 million and $575,000, respectively.
+Added: Clinical trial fees for the six months ended
+Added: October 31, 2023 consisted of $1.4 million for our Phase IIA clinical trial for AL001 and $650,000 for our Phase IIA clinical trial for
+Added: Clinical trial fees for the six months ended October 31, 2022 were for our Phase I clinical trial for AL001.
+Added: Licenses and Fees
+Added: There are certain initial license fees and
+Added: milestone payments required to be paid to the University of South Florida and the Licensor, for the licenses of the technologies, pursuant
+Added: to the terms of the License Agreement with Sublicensing Terms.
+Added: Stock-Based Compensation Expense
+Added: During the six months ended
+Added: October 31, 2023, we incurred research and development stock-based compensation of $143,000, related to stock option grants to consultants.
+Added: The increase in research and development stock compensation expense for the six months ended October 31, 2023 was a result of the vesting
+Added: of performance stock options grants
+Added: Other Research and Development Expenses
+Added: During the six months ended October 31,
+Added: 2023 and 2022, we incurred other fees of $66,000 and $170,000, respectively, which were principally comprised of scientific materials
+Added: required for our clinical trials.
+Added: General and Administrative Expenses
+Added: General and administrative
+Added: expenses for the six months ended October 31, 2023 and 2022 were $2.1 million and $3.2 million, respectively.
+Added: As reflected in the table
+Added: below, general and administrative expenses primarily consisted of the following expense categories:
+Added: stock-based compensation expense;
+Added: marketing fees;
+Added: professional fees;
as well as salaries and benefits.
−Removed: For the three months ended July 31, 2023 and 2022, the remaining general and administrative
−Removed: expenses of $121,000 and $128,000, respectively, primarily consisted of payments for filing fees, transfer agent fees, travel and entertainment,
−Removed: board of director fees and other office expenses, none of which is significant individually.
−Removed: For the Three Months Ended July 31,
+Added: For the six months ended October 31, 2023 and 2022, the
+Added: remaining general and administrative expenses of $252,000 and $257,000, respectively, primarily consisted of payments for filing fees,
+Added: transfer agent fees, travel and entertainment, board of director fees and other office expenses, none of which is significant individually.
+Added: For the Six Months Ended October 31,
Stock-based compensation expense
+Added: $ (1,037,865 )
Professional fees
Salary and benefits
−Removed: Travel and entertainment
Marketing fees
−Removed: Board of director fees
Other general and administrative expenses
Total general and administrative expenses
+Added: $ (1,168,273 )
Stock-Based Compensation Expense
−Removed: During the three months ended July 31, 2023 and
−Removed: 2022, we incurred general and administrative stock-based compensation expense of $369,000 and $867,000, respectively, related to stock
−Removed: option grants to executives, employees and consultants.
−Removed: All option grants are granted at the per share fair value on the grant date.
−Removed: of options differs based on the terms of each option.
−Removed: We valued the options at their date of grant utilizing the Black-Scholes option
−Removed: pricing model.
−Removed: We valued the shares issued for services at their intrinsic value on the date of issuance.
−Removed: Stock-based compensation is
−Removed: a non-cash expense because we settle these obligations by issuing shares of our common stock from authorized shares instead of settling
−Removed: such obligations with cash payments.
+Added: During the six months ended
+Added: October 31, 2023 and 2022, we incurred general and administrative stock-based compensation expense of $545,000 and $1.6 million, respectively,
+Added: related to stock option grants and restricted stock grants to executives, employees and consultants.
+Added: The decrease in stock-based compensation
+Added: for the six months ended October 31, 2023 was a result of fewer stock options vesting during the period compared to the prior year.
Professional Fees
−Removed: During the three months ended July 31,
−Removed: 2023 and 2022, we reported professional fees of $151,000 and $243,000, respectively, which were principally comprised of the following
−Removed: Three Months Ended July 31, 2023
−Removed: · During the three months ended July 31, 2023,
−Removed: we incurred $78,000 in audit fees, $16,000 in tax preparation fees, $13,000 in related party consulting, $6,000 in Sarbanes-Oxley compliance
−Removed: fees and $3,000 in miscellaneous fees.
−Removed: Three Months Ended July 31, 2022
−Removed: · During the three months ended July 31, 2022,
−Removed: we recorded an expense of $70,000 in connection with the five-year consulting agreement with Spartan Capital.
−Removed: · During the three months ended July 31, 2022,
−Removed: we incurred $80,000 in audit fees, $23,000 in Sarbanes-Oxley compliance fees, $24,000 in tax preparation fees and $13,000 in related party
+Added: During the six months ended October 31,
+Added: 2023 and 2022, we incurred professional fees of $435,000 and $376,000, respectively, which were principally comprised of the following
+Added: Six Months Ended October 31, 2023
+Added: · During the six months ended October 31, 2023, we incurred $170,000 in audit fees, $118,000 in investor
+Added: relations, $69,000 in legal fees, $29,000 in tax preparation fees, $24,000 in related party consulting, $17,000 in Sarbanes-Oxley compliance
+Added: fees and $8,000 in other professional fees.
+Added: Six Months Ended October 31, 2022
+Added: · During the six months ended October 31, 2022, we recorded an expense of $140,000 in connection with the
+Added: five-year consulting agreement with Spartan Capital;
+Added: · During the six months ended October 31, 2022, we incurred $100,000 in audit fees, $41,000 in Sarbanes-Oxley
+Added: compliance fees, $25,000 in related party consulting, $25,000 in tax preparation fees and $43,000 in other professional fees.
Insurance Expense
−Removed: During the three months ended July 31, 2023 and
−Removed: 2022, we incurred insurance expense of $118,000 and $196,000, respectively, which was primarily directors’ and officers’ insurance.
+Added: During the six months ended October 31,
+Added: 2023 and 2022, we incurred insurance expense of $207,000 and $326,000, respectively, which was primarily directors’ and officers’
Salaries and Benefits
−Removed: During the three months ended July 31, 2023 and
−Removed: 2022, we incurred $153,000 and $224,000, respectively, in employee-related expenses.
−Removed: As of July 31, 2023, we had four full-time and three
−Removed: part-time employees.
+Added: During the six months ended October 31,
+Added: 2023 and 2022, we incurred $379,000 and $443,000, respectively, in employee-related expenses.
+Added: As of October 31, 2023, we had four full-time
+Added: and three part-time employees.
Marketing Fees
−Removed: During the three months ended July 31,
+Added: During the six months ended October 31,
2023 and 2022, we incurred marketing fees of $247,000 and $248,000, respectively, which was primarily expenses related to the marketing
−Removed: and brand development agreement with Ault Alliance, Inc., a related party.
+Added: and brand development agreement with AAI, a related party.
Liquidity and Capital Resources
−Removed: The accompanying financial statements have been
−Removed: prepared assuming that we will continue as a going concern.
−Removed: We have incurred recurring net losses and operations have not provided sufficient
+Added: The accompanying condensed financial statements have been prepared
+Added: assuming that we will continue as a going concern.
+Added: We have incurred recurring net losses and operations have not provided sufficient cash
We believe that we will continue to incur operating and net losses each quarter until at least the time we are able to generate
1 unchanged sentence
We believe our current cash on hand is insufficient to fund our planned
−Removed: operations through one year after the date the financial statements are issued.
−Removed: These factors create substantial doubt about our ability
−Removed: to continue as a going concern for at least one year after the date that our financial statements are issued.
−Removed: Our inability to continue as a going
−Removed: concern could have a negative impact on our company, including our ability to obtain needed financing.
−Removed: We intend to finance our future development activities and our working capital needs largely through the sale of equity securities with
−Removed: some additional funding from other sources, including debt financing, until such time as funds provided by operations are sufficient to
−Removed: fund working capital requirements.
−Removed: Our financial statements do not include any adjustments relating to the recoverability and classification
−Removed: of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going
−Removed: As of July 31, 2023, we had cash of $1.7 million, an accumulated deficit of $47.6 million and stockholders’ deficit of
−Removed: We have incurred recurring losses and reported losses for the three months ended July 31, 2023 totaling $3.5 million.
−Removed: past, we have financed our operations principally through sales of equity securities and debt instruments.
+Added: operations through one year after the date the condensed financial statements are issued.
+Added: These factors create substantial doubt about
+Added: our ability to continue as a going concern for at least one year after the date that our condensed financial statements are issued.
+Added: Our inability to continue as a going concern could have
+Added: a negative impact on our company, including our ability to obtain needed financing.
+Added: We intend to finance our
+Added: future development activities and our working capital needs largely through the sale of equity securities with some additional funding
+Added: from other sources, including debt financing, until such time as funds provided by operations are sufficient to fund working capital requirements.
+Added: Our condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded assets,
+Added: or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.
+Added: As of October
+Added: 31, 2023, we had cash of $200,000, an accumulated deficit of $50.5 million and stockholders’ deficit of $2.7 million.
+Added: We have incurred
+Added: recurring losses and reported losses for the three and six months ended October 31, 2023 totaling $2.9 million and $6.4 million, respectively.
+Added: In the past, we have financed our operations principally through sales of equity securities and debt instruments.
We will need to obtain substantial additional
3 unchanged sentences
Our future capital requirements will depend on many factors, including:
−Removed: · successful enrollment in and completion of clinical
−Removed: · our ability to establish agreements with third-party
−Removed: manufacturers for clinical supply for our clinical trials and, if our product candidates are approved, commercial manufacturing;
−Removed: · our ability to maintain our current research
−Removed: and development programs and establish new research and development programs;
−Removed: · addition and retention of key research and development
−Removed: · our efforts to enhance operational, financial,
−Removed: and information management systems, and hire additional personnel, including personnel to support development of our product candidates;
−Removed: · negotiating favorable terms in any collaboration,
−Removed: licensing, or other arrangements into which we may enter and performing our obligations in such collaborations;
−Removed: · the timing and amount of milestone and other
−Removed: payments we may receive under our collaboration arrangements;
−Removed: · our eventual commercialization plans for our
−Removed: product candidates;
−Removed: · the costs involved in prosecuting, defending,
−Removed: and enforcing patent claims and other intellectual property claims;
+Added: · successful enrollment in and completion of clinical trials;
+Added: · our ability to establish agreements with third-party manufacturers for clinical supply for our clinical
+Added: trials and, if our product candidates are approved, commercial manufacturing;
+Added: · our ability to maintain our current research and development programs and establish new research and development
+Added: · addition and retention of key research and development personnel;
+Added: · our efforts to enhance operational, financial, and information management systems, and hire additional
+Added: personnel, including personnel to support development of our product candidates;
+Added: · negotiating favorable terms in any collaboration, licensing, or other arrangements into which we may enter
+Added: and performing our obligations in such collaborations;
+Added: · the timing and amount of milestone and other payments we may receive under our collaboration arrangements;
+Added: · our eventual commercialization plans for our product candidates;
+Added: · the costs involved in prosecuting, defending, and enforcing patent claims and other intellectual property
· the costs and timing of regulatory approvals.
−Removed: A change in the outcome of any of these or other
−Removed: variables with respect to the development of any of our product candidates could significantly change the costs and timing associated
+Added: A change in the outcome of any of these
+Added: or other variables with respect to the development of any of our product candidates could significantly change the costs and timing associated
with the development of that product candidate.
1 unchanged sentence
funds to meet operational needs and capital requirements associated with such operating plans.
−Removed: On September 8, 2023, we
−Removed: entered into a Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell Shares from time to time, through an ATM Offering
−Removed: as defined in Rule 415 under the Securities Act.
−Removed: On September 8, 2023, we filed a prospectus supplement with the SEC relating to the offer
−Removed: and sale of up to approximately $9.8 million in shares of common stock in the ATM Offering.
−Removed: The offer and sale of the
−Removed: Shares will be made pursuant to our effective “shelf” registration statement on Form S-3 and an accompanying base prospectus
−Removed: contained therein (Registration Statement No.
−Removed: 333-273610) filed with the SEC on August 2, 2023 and declared effective by the SEC
−Removed: on August 10, 2023.
−Removed: The following table summarizes our cash flows for the three months
−Removed: ended July 31, 2023 and 2022:
−Removed: For the Three Months Ended July 31,
−Removed: Net cash used in:
+Added: On September 8, 2023, we entered into an
+Added: At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of our Common stock, having
+Added: an aggregate offering price of up to approximately $9.8 million (the “Shares”) from time to time, through an “at the
+Added: market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act.
+Added: On September 8, 2023, we filed
+Added: a prospectus supplement with the SEC relating to the offer and sale of up to approximately $9.8 million in shares of Common Stock in the
+Added: ATM Offering.
+Added: During the six months ended October 31, 2023, we sold an aggregate
+Added: of 6,149 shares of Common Stock pursuant to the ATM Offering for gross proceeds of $19,000.
+Added: the period between November 1, 2023 through December 14, 2023, we sold an aggregate of 651,046 shares of Common Stock pursuant to
+Added: the ATM Offering for gross proceeds of $849,000.
+Added: The following table summarizes our cash
+Added: flows for the six months ended October 31, 2023 and 2022:
+Added: For the Six Months Ended October 31,
+Added: Net cash provided by (used in):
Operating activities
2 unchanged sentences
Investing activities
−Removed: Net decrease in cash
+Added: Financing activities
+Added: Net decrease in cash and cash equivalents
$ (4,940,780 )
1 unchanged sentence
Operating Activities
−Removed: During the three months ended July 31, 2023, net
−Removed: cash used in operating activities was $3.3 million.
−Removed: This consisted primarily of a net loss of $3.5 million and a decrease in our net operating
−Removed: assets and liabilities of $152,000, partially offset by non-cash charges of $382,000.
−Removed: The non-cash charges primarily consisted of stock-based
−Removed: compensation expense.
−Removed: The decrease in our net operating assets and liabilities was due to a decrease in accounts payable and accrued liabilities,
−Removed: an increase in prepaid expenses and other current assets and a decrease in prepaid expenses - related party.
+Added: During the six months ended
+Added: October 31, 2023, net cash used in operating activities was $4.8 million.
+Added: This consisted primarily of a net loss of $6.4 million partially
+Added: offset by an increase in our net operating assets and liabilities of $909,000 and non-cash charges of $714,000.
+Added: The non-cash charges primarily
+Added: consisted of stock-based compensation expense.
+Added: The increase in our net operating assets and liabilities was due to an increase in accounts
+Added: payable and accrued liabilities, an increase in prepaid expenses and other current assets and a decrease in prepaid expenses - related
Investing Activities
−Removed: During the three months ended July 31, 2023, net
−Removed: cash used in investing activities was $147,000 from the purchase of machinery and equipment.
−Removed: We purchased equipment, which draws blood
−Removed: from patients and separates the monocytes from their blood, to be used in the ALZN002 clinical trials.
+Added: During the six months ended October 31,
+Added: 2023, net cash used in investing activities was $147,000 from the purchase of machinery and equipment.
+Added: We purchased equipment, which draws
+Added: blood from patients and separates the monocytes from their blood, to be used in the ALZN002 clinical trial.
Financing Activities
−Removed: There were no financing activities for the three months ended July
−Removed: 31, 2023 or 2022.
+Added: During the six months ended October 31,
+Added: 2023, net cash provided by financing activities was $18,000 from proceeds from the ATM Offering.
Contractual Obligations
−Removed: On July 2, 2018, we entered into two Standard
−Removed: Exclusive License Agreements with Sublicensing Terms for AL001 with the Licensor and its affiliate, the University of South Florida (the
−Removed: “AL001 Licenses”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide licenses limited to the
−Removed: field of Alzheimer’s, under United States Patent Nos.
−Removed: (i) 9,840,521, entitled “Organic Anion Lithium Ionic Cocrystal Compounds
−Removed: and Compositions”, filed September 24, 2015 and granted December 12, 2017, and (ii) 9,603,869, entitled “Lithium Co-Crystals
−Removed: for Treatment of Neuropsychiatric Disorders”, filed May 21, 2016 and granted March 28, 2017.
−Removed: On February 1, 2019, we entered into
−Removed: the First Amendments to the AL001 Licenses, on March 30, 2021, we entered into the Second Amendments to the AL001 Licenses and on June
−Removed: 8, 2023, we entered into the Third Amendments to the AL001 Licenses (collectively, the “AL001 License Agreements”).
−Removed: Amendments to the AL001 Licenses modified the timing of the payments license fees.
+Added: On July 2, 2018, we entered
+Added: into two Standard Exclusive License Agreements with Sublicensing Terms for AL001 with the Licensor and its affiliate, the University of
+Added: South Florida (the “AL001 Licenses”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide licenses
+Added: limited to the field of Alzheimer’s, under United States Patent Nos.
+Added: (i) 9,840,521, entitled “Organic Anion Lithium Ionic
+Added: Cocrystal Compounds and Compositions”, filed September 24, 2015 and granted December 12, 2017, and (ii) 9,603,869, entitled “Lithium
+Added: Co-Crystals for Treatment of Neuropsychiatric Disorders”, filed May 21, 2016 and granted March 28, 2017.
+Added: On February 1, 2019, we
+Added: entered into the First Amendments to the AL001 Licenses, on March 30, 2021, we entered into the Second Amendments to the AL001 Licenses
+Added: and on June 8, 2023, we entered into the Third Amendments to the AL001 Licenses (collectively, the “AL001 License Agreements”).
+Added: The Third Amendments to the AL001 Licenses modified the timing of the payments for the license fees.
The AL001 License Agreements require that
4 unchanged sentences
148,528 shares of our common stock.
−Removed: Minimum royalties for AL001 License Agreements are $40,000 on the first anniversary of the first
−Removed: commercial sale, $80,000 on the second anniversary of the first commercial sale and $100,000 on the third anniversary of the first commercial
−Removed: sale and every year thereafter, for the life of the AL001 License Agreements.
−Removed: On May 1, 2016, we entered into a Standard
−Removed: Exclusive License Agreement with Sublicensing Terms for ALZN002 with the Licensor (the “ALZN002 License”), pursuant to which
−Removed: the Licensor granted us a royalty bearing exclusive worldwide license limited to the field of Alzheimer’s Immunotherapy and Diagnostics,
−Removed: under United States Patent No.
−Removed: 8,188,046, entitled “Amyloid Beta Peptides and Methods of Use”, filed April 7, 2009 and granted
−Removed: May 29, 2012.
−Removed: On August 18, 2017, we entered into the First Amendment to the ALZN002 License, on May 7, 2018, we entered into the Second
−Removed: Amendment to the ALZN002 License, on January 31, 2019, we entered into the Third Amendment to the ALZN002 License, on January 24, 2020,
−Removed: we entered into the Fourth Amendment to the ALZN002 License, on March 30, 2021, we entered into the Fifth Amendment to the ALZN002 License
−Removed: and on April 17, 2023, we entered into the Sixth Amendment to the ALZN002 License (collectively, the “ALZN002 License Agreement”).
−Removed: The Sixth Amendments to the ALZN002 License modified the timing of the payments license fees.
+Added: Minimum royalties for AL001 License Agreements are $40,000 on the first anniversary of the first commercial
+Added: sale, $80,000 on the second anniversary of the first commercial sale and $100,000 on the third anniversary of the first commercial sale
+Added: and every year thereafter, for the life of the AL001 License Agreements.
+Added: On May 1, 2016, we entered into a Standard Exclusive License Agreement
+Added: with Sublicensing Terms for ALZN002 with the Licensor (the “ALZN002 License”), pursuant to which the Licensor granted us a
+Added: royalty bearing exclusive worldwide license limited to the field of Alzheimer’s Immunotherapy and Diagnostics, under United States
+Added: 8,188,046, entitled “Amyloid Beta Peptides and Methods of Use”, filed April 7, 2009 and granted May 29, 2012.
+Added: August 18, 2017, we entered into the First Amendment to the ALZN002 License, on May 7, 2018, we entered into the Second Amendment to the
+Added: ALZN002 License, on January 31, 2019, we entered into the Third Amendment to the ALZN002 License, on January 24, 2020, we entered into
+Added: the Fourth Amendment to the ALZN002 License, on March 30, 2021, we entered into the Fifth Amendment to the ALZN002 License, on April 17,
+Added: 2023, we entered into the Sixth Amendment to the ALZN002 License and on December 11, 2023, we entered into the Seventh Amendment to the
+Added: ALZN002 License (collectively, the “ALZN002 License Agreement”).
+Added: The Seventh Amendment to the ALZN002 License modified the
+Added: timing of the payments for the license fees.
The ALZN002 License Agreement requires us
2 unchanged sentences
license fee of $200,000 for ALZN002.
−Removed: As an additional licensing fee for the license of ALZN002, the Licensor received 3,601,809 shares
−Removed: of our common stock.
+Added: As an additional licensing fee for the license of ALZN002, the Licensor received 240,120 shares of
+Added: our common stock.
Minimum royalties for ALZN002 are $20,000 on the first anniversary of the first commercial sale, $40,000 on the second
1 unchanged sentence
for the life of the ALZN002 License Agreement.
−Removed: On November 19, 2019, we entered into two
−Removed: Standard Exclusive License Agreements with Sublicensing Terms for two additional indications of AL001 with the Licensor (the “November
−Removed: AL001 License”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide licenses limited to the fields
−Removed: of (i) neurodegenerative diseases excluding Alzheimer’s and (ii) psychiatric diseases and disorders.
−Removed: On March 30, 2021, we entered
−Removed: into the First Amendments to the November AL001 License and on April 17, 2023, we entered into the Second Amendments to the November AL001
−Removed: License (collectively, the “November AL001 License Agreements”).
−Removed: The Second Amendments to the November AL001 License modified
−Removed: the timing of the payments license fees.
+Added: On November 19, 2019, we entered
+Added: into two Standard Exclusive License Agreements with Sublicensing Terms for two additional indications of AL001 with the Licensor (the
+Added: “November AL001 License”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide licenses limited
+Added: to the fields of (i) neurodegenerative diseases excluding Alzheimer’s and (ii) psychiatric diseases and disorders.
+Added: 2021, we entered into the First Amendments to the November AL001 License and on April 17, 2023, we entered into the Second Amendments
+Added: to the November AL001 License (collectively, the “November AL001 License Agreements”).
+Added: The Second Amendments to the November
+Added: AL001 License modified the timing of the payments for the license fees.
The November AL001 License Agreements require
4 unchanged sentences
third anniversary of the first commercial sale and every year thereafter, for the life of the November AL001 License Agreements.
−Removed: These license agreements have an indefinite term
−Removed: that continue until the later of the date no licensed patent under the applicable agreement remains a pending application or enforceable
+Added: These license agreements have an indefinite
+Added: 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 licensee’s
16 unchanged sentences
Upon completion of first clinical trial
−Removed: 24 months from completion of the first Phase II clinical trial
Upon first patient treated in a Phase III clinical trial
3 unchanged sentences
ALZN002 License:
−Removed: Completed January 2022
−Removed: Upon IND application filing
−Removed: September 2023
−Removed: Upon first dosing of patient in Phase I clinical trial
−Removed: 24 months from completion of first Phase I clinical trial
−Removed: Upon completion of first Phase II clinical trial
−Removed: 12 months from completion of first Phase II clinical trial
+Added: Upon IND application - completed January 2022
+Added: Upon first dosing of patient in first Phase I clinical trial
+Added: Upon completion of first Phase IIb clinical trial
Upon first patient treated in a Phase III clinical trial
−Removed: 7 years from the effective date of the agreement
−Removed: Upon FDA Biologics License Application approval
+Added: Upon fist commercial sale
* Milestone met and completed
Additional AL001 Licenses:
−Removed: 36 months from completion of first Phase II clinical trial
Upon first patient treated in a Phase III clinical trial
7 unchanged sentences
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
−Removed: Because we are a smaller
−Removed: reporting company, this section is not applicable.
+Added: Because we are a smaller reporting company,
+Added: this section is not applicable.
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.