What changed in this filing

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Item 9A. Controls and Procedures

2025-07-22 compared with 2024-07-30 · 697 added, 681 removed, 1460 unchanged (49% of the section changed)

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

Based upon that evaluation,

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

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

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

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

Based upon that evaluation, our principal

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

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

under the Exchange Act) as of the end of the period covered by this annual report and has determined that our disclosure controls and

procedures were not effective due to the material weakness as described herein.

Management’s Annual Report on Internal

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will not be prevented or detected.

Management has identified the following material weaknesses:

Management has identified the following material weakness:

· We do not have sufficient resources in our accounting department, which restricts our ability to perform

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general ledger account reconciliations, financial statement preparation and accounting for non-routine transactions.

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

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

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

We did not design and/or

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

Previously, management had determined that we had

a material weakness related to IT controls.

Upon further review and consideration, management determined that the previously disclosed

material weakness represented a significant deficiency and does not rise to the level of a material weakness.

Planned Remediation

We are implementing measures

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

· Continue to formalize our internal control documentation and strengthening supervisory reviews by our

· Developing plans to add additional qualified accounting personnel and segregate duties amongst accounting

Management continues to work

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

information technology systems and applications.

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

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

The remediation actions include:

(i) enhancing design and documentation

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

and (ii) developing and communicating additional policies

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

In order to achieve the timely implementation of the above,

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

· Engaging a third-party specialist to assist management with improving the Company’s overall control

environment, focusing on change management and access controls;

· Implementing new applications and systems that are aligned with management’s focus on creating strong

internal controls.

We are currently working to

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

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

These material

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

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

Despite the existence of these

material weaknesses, we believe that the financial statements included in the period covered by this Annual Report on Form 10-K fairly

designed to improve our internal control over financial reporting to remediate material weaknesses, including continuing to formalize

our internal control documentation and strengthening supervisory reviews by our management.

Management will continue to implement measures

to remediate material weaknesses, such that these controls are designed, implemented, and operating effectively.

Given our limited resources,

we will need to increase our accounting department in the future to fully remediate our current weakness.

The material weakness will not

be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has

concluded, through testing, that these controls are operating effectively.

Despite the existence of our

control deficiency, 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

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

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 February

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

acquisition company (“Ault Disruptive”).

From December 2021 to September 2023, Mr.

Katzoff served as the Chief Financial Officer

of TurnOnGreen, Inc.

(formerly, Imperalis Holding Corp.) (“TurnOnGreen”), an OTCQB quoted company.

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 HDI since January 2019.

From February 2021 to October 2024, Mr.

Katzoff served as the Vice President of Finance of

Ault Disruptive Technologies Corporation, a publicly traded special purpose acquisition company (“Ault Disruptive”).

December 2021 to September 2023, Mr.

Katzoff served as the Chief Financial Officer of TurnOnGreen, Inc.

(formerly, Imperalis Holding Corp.)

(“TurnOnGreen”), an OTCPK quoted company.

From 2015 to 2018, Mr.

served as Chief Financial Officer of Lumina Media, LLC, a privately-held media company and publisher of life-style publications.

2003 to 2017, Mr.

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

received a B.S.

degree in Business Management from the University of California at Davis.

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

Nisser was appointed as

a director in September 2020.

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.

Nisser has served as our Executive Vice President and General Counsel on a

part-time basis since May 2019.

Nisser was appointed as a director in September 2020.

Since May 2019, Mr.

Nisser has served as the Executive Vice President and General Counsel

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

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

Nisser has served as the President, General Counsel and director of RiskOn International, Inc., an OTCPK quoted company (“ROI”).

Since February 2021, Mr.

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

Since April 2023, Mr.

Nisser has served as a director of The Singing Machine Company, Inc., an issuer listed on Nasdaq (“MICS”).

is the Executive Vice President and General Counsel of Avalanche International Corp., a publicly traded Nevada company categorized as

a “voluntary filer” (not required to file periodic reports) (“Avalanche”).

has served as the Executive Vice President and General Counsel of HDI and as one of its directors since September 2020;

HDI’s President on January 12, 2021.

Since March 2023, Mr.

Nisser has served as the President, General Counsel and director

of RiskOn International, Inc., an OTCPK quoted company (“ROI”), a social gaming platform.

Between February 2021 and October

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

Between April 2023 and August 2024, Mr.

served as a director of Algorhythm Holdings, Inc., (“RIME”), a Nasdaq listed company.

Between May 2019 and March 2025, Mr.

served as the Executive Vice President and General Counsel of Avalanche International Corp., a publicly traded Nevada company categorized

as a “voluntary filer” (not required to file periodic reports) (“Avalanche”).

Between December 15, 2021 and March

16, 2022, Mr.

Nisser served as Chief Executive Officer and on the board of directors of TurnOnGreen, Inc.

Nisser has served as a President, General Counsel and a director of Ault & Co.

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

Since February 2021, Mr.

Cragun has served as the Chief

Financial Officer of Ault Disruptive.

February 2021 and October 2024, Mr.

Cragun served as the Chief Financial Officer of Ault Disruptive.

Since August 2020, Mr.

Cragun has served as the Chief Financial Officer of AULT 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.

Since July 2022, Mr.

Cragun has served on the board of directors of MICS.

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

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.

served as the Chief Financial Officer of HDI and between October 2018 and August 2020, served as its Chief Accounting Officer.

Since September

Cragun has served on the board of directors and Chairman of the Audit Committee of Verb Technology Company, Inc.

2022 and September 2024, Mr.

Cragun served on the board of directors of RIME.

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.

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

Cragun began his professional career at Deloitte.

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

Cragun holds 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.

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

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

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

In January 2018, Mr.

Horne was appointed as AULT’s Chief Financial

Horne was appointed as HDI’s Chief Financial

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

On January 12, 2021, Mr.

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

Horne has served as a director and Chief Executive

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

Horne served as a director and Chief Executive Officer

of Ault Disruptive since its inception in February 2021 through October 2024.

Horne served as a director and Chief Financial Officer

of Avalanche since June 2016 through March 2025.

Horne has served as a director and Chief Financial Officer of Ault & Co.

since October 2017.

He served as the

Chief Financial Officer of Targeted Medical Pharma, Inc.

from August 2013 to May 2019.

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 University.

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 University.

Ault, III has served as a director of our company since January 2024.

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Since January 2021, Mr.

Ault has served as the Executive Chairman of AULT.

Ault has served as the Executive Chairman of HDI.

Between December 2017 and January 2021, Mr.

Ault was the Chief Executive Officer of

AULT and between March 2017 and December 2017, Mr.

Ault served as the Executive Chairman of AULT.

Ault has served as the Chairman

of the Board of Ault Disruptive since its incorporation in February 2021.

HDI and between March 2017 and December 2017, Mr.

Ault served as the Executive Chairman of HDI.

Ault served as the Chairman of the

Board of Ault Disruptive since its incorporation in February 2021 through March 2025.

Since January 2024, Mr.

Ault has served as the Chairman and

Chief Executive Officer of ROI.

Since April 2023, Mr.

Ault has served as the Executive Chairman of the board of directors of MICS.

Ault served as the Chairman

and Chief Executive Officer of ROI.

Between April 2023 and September 2024, Mr.

Ault has served as the Executive Chairman of the board

of directors of RIME.

Ault has served as Chairman and Chief Executive Officer of Ault & Co.

since December 2015, and as Chairman of Avalanche since September

since December 2015.

Between September

2014 and March 2025, Mr.

Ault served as the Chairman of Avalanche.

Since January 2011, Mr.

Ault has been the Vice President of Business Development for MCKEA Holdings, LLC, a family office (“MCKEA”).

Ault is a seasoned business professional and entrepreneur who has spent more than twenty-seven years identifying value in various

financial markets including equities, fixed income, commodities, and real estate.

Ault has been the Vice President of Business

Development for MCKEA Holdings, LLC, a family office.

Ault is a seasoned business professional and entrepreneur who has spent more

than twenty-seven years identifying value in various financial markets including equities, fixed income, commodities, and real estate.

Throughout his career, Mr.

Ault has consulted for a

few publicly traded and privately held companies, providing each of them the benefit of his diversified experience, that range from development

stage to seasoned businesses.

Ault has consulted for a few publicly traded and privately held companies, providing each of them the benefit

of his diversified experience, that range from development stage to seasoned businesses.

Gustafson joined our Board and became the Chairman of the Audit Committee in June 2021.

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Accountant with over 40 years of corporate, private and public company experience.

Since July 2024, Mr.

Gustafson has been a director

of Altimist Capital Ltd., a private London (UK) based company focused on developing a proprietary trading platform under FCA authorization.

Since June 2024, Mr.

Gustafson has been the Chief Financial

Officer of Orga Energy Ltd., a private oil and gas production company based in Calgary, Alberta.

Gustafson has been the Chief Financial Officer of Orga Energy Ltd., a private oil and gas production company based

in Calgary, Alberta.

From January 2023 to June 2024, Mr.

was a director and non-executive Chairman of BrainLuxury, Inc., a private U.S.

company that is developing and selling nutrients for the

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.

Between December 2021 and December

Gustafson was a director and non-executive Chairman of BrainLuxury, Inc., a private

From April 2021 to October 2024, Mr.

Gustafson was the Chief Financial Officer, and between January 2022 and July 2024,

was a director, for PharmaKure Limited, a private London-based biopharmaceutical company.

Between December 2021 and December 2023, Mr.

Gustafson served as an independent director and Chairman of the Audit Committee of Ault Disruptive.

From June 2020 to March

From June 2020 to April 2024, Mr.

Gustafson was a 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,

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

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.

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.

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.

received his Bachelor of Business Administration from Wilfrid Laurier University.

Gustafson has been a Chartered Accountant since

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

joined our Board in June 2021.

McGrath has served as a consultant to various companies

in the biopharmaceutical industry, including:

McGrath is currently on the Strategic Advisory to Bryleos, Inc.

(June 2022-present), a private corporation developing drugs for diseases of aging.

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

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

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 was a senior executive 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 and Medical Affairs at Novartis Consumer Health and Vice President and U.S.

Regulatory Affairs at Novartis Oncology from 2003 to April 2015.

McGrath received a B.S.

degree from the University of Connecticut, M.S.

in Environmental Science

from Rutgers University and M.P.H.

in Public Health from the University of Medicine and Dentistry of New Jersey Robert Wood

Johnson Medical School.

Oram joined our Board in June 2021.

Oram is a business professional with more than 25 years of corporate, private

and institutional investment experience.

degree from the University of Connecticut,

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.

Jeffrey Oram joined

our Board in June 2021.

Oram is a business professional with more than 25 years of corporate, private and institutional

investment experience.

Oram has spent the last 13 years in the institutional real estate capital markets.

Since 2016, he has been a Principal at Godby Realtors, a private real estate investment and brokerage firm.

Since 2016, he

has been a Principal at Godby Realtors, a private real estate investment and brokerage firm.

From 2010 to 2018, Mr.

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

pension fund.

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

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

Oram received a Bachelor

of Science degree in Biology from Princeton University.

Oram served as

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

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

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

Oram received a Bachelor of

Science degree in Biology from Princeton University.

Woo, M.D., Ph.D.

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Board Committees

Our Board has an Audit Committee,

a Compensation Committee and a Nominating and Corporate Governance Committee.

The responsibilities of the Audit Committee (which consists

Our Board 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 the independent registered public accounting

firm to be retained by our company, reviewing with our independent registered public accounting firm the scope and results of their audits,

and reviewing with the independent registered public accounting firm 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.

Woo) include recommending to the Board the independent registered public accounting firm to be retained by our company, reviewing

with our independent registered public accounting firm the scope and results of their audits, and reviewing with the independent registered

public accounting firm and management our accounting and reporting principles, policies and practices, as well as our accounting, financial

and operating controls and staff.

The Compensation Committee (which consists of Dr.

McGrath (Chair), Mr.

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

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 Mr.

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.

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

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Ault through ALSI into 11,111 shares of common stock, (ii) the

extension of the maturity date of the promissory note in the original principal amount of $15,000,000 (the “ ALSF Note ”)

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.

extension of the maturity date of the promissory note in the original principal amount of $15,000,000 (the “ALSF Note”) 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.

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

Horne will be paid $50,000 per year for

his services), and Mr.

Ault beneficially

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

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

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

Ault beneficially owns no less than 5% of the

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

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 our Board for a period of five years after the closing

date of the initial public offering.

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

five-year consulting agreement with Mr.

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

for annual fees of $50,000.

Ault will hold the position of Founder and Chairman Emeritus

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

public offering.

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

agreement with Mr.

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

fees of $50,000.

Ault’s reappointment to the Board in January 2024, the consulting agreement was terminated.

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authority over its members or persons associated with a member.

served as Chief Financial Officer of Local Corporation (April 2009 to September 2016), formerly based in Irvine, California, and, in June

2015, Local Corporation filed a voluntary petition in the United States Bankruptcy Court for the Central District of California seeking

relief under the provisions of Chapter 11 of Title 11 of the United States Code.

see the press release issued by AULT on August 15, 2023.

has served as Chief Financial Officer of Avalanche since June 2016, and, in March 2025, Avalanche filed a voluntary petition in the United

States Bankruptcy Court for the District of Nevada seeking relief under the provisions of Chapter 7 of Title 11 of the United States Code.

see the press release issued by HDI on August 15, 2023.

Except as disclosed in “Certain

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Chief Financial Officer

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

value, computed in accordance with ASC 718, Share Based Payments , of grants of stock options to each of our named executive officers

and directors.

(1) 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.

Employment Agreements

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Plans and Hedging

do not have formal stock ownership guidelines for our employees or directors, because the Board is satisfied that stock and option holdings

among our employees or directors are sufficient at this time to provide motivation and to align this group’s interests with those

of our stockholders.

have established an insider trading policy that provides guidelines to, and imposes restrictions on, officers, directors and employees

with respect to transactions in our securities.

Our insider trading policy prohibits certain actions by such individuals relating to buying

and selling our common stock, and discourages certain other actions in other situations.

Such individuals are authorized to enter into

trading plans established according to Section 10b5-1 of the Exchange Act with an independent broker-dealer.

Under these plans, the individual

must not exercise any influence over the amount of the securities to be traded, the price at which they are to be traded or the date of

The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters

to an independent third party.

We do not have formal stock

ownership guidelines for our employees or directors, because the Board is satisfied that stock and option holdings among our employees

or directors are sufficient at this time to provide motivation and to align this group’s interests with those of our stockholders.

We have established an insider

trading policy that provides guidelines to, and imposes restrictions on, officers, directors and employees with respect to transactions

in our securities.

Our insider trading policy prohibits certain actions by such individuals relating to buying and selling our common

stock, and discourages certain other actions in other situations.

Such individuals are authorized to enter into trading plans established

according to Section 10b5-1 of the Exchange Act with an independent broker-dealer.

Under these plans, the individual must not exercise

any influence over the amount of the securities to be traded, the price at which they are to be traded or the date of the trade.

must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent

Such plans provide a defense from insider trading liability.

have not adopted any hedging policies.

We have not adopted any hedging

Policies and Practices Related to

the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not have

any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times.

The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to

the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material

nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based

compensation.

During the fiscal

year ended April 30, 2025, there were no equity grants made to our executive officers during any period beginning four business days before

the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing

or furnishing of such report with the SEC.

Advisory Vote on Executive Compensation

At the annual meeting

of stockholders on April 26, 2023, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named

executive officers.

An advisory vote on executive compensation is held every three years.

Outstanding Equity Awards at Fiscal Year End

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

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

of such awards, including the performance criteria.

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

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,

operating income, earnings before or after deduction for all or any portion of income tax, earnings before interest, taxes, depreciation

and amortization or a combination of any or all of the foregoing.

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

the terms and conditions of such awards, including the performance criteria.

The performance goals for restricted stock awards, restricted

stock units, performance 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, operating income, earnings before or after deduction for all or any portion of income tax, earnings before interest,

taxes, depreciation and amortization or a combination of any or all of the foregoing.

The performance goals may

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

As of July 29, 2024, there were 841,240 shares of

our common stock issued and outstanding.

As of July 22, 2025, there were 2,896,432 shares

of our common stock issued and outstanding.

Beneficial ownership is determined

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Percentage of Shares

Ault Life Sciences, Inc.

Ault Lending, LLC (1)

Ault Alliance, Inc.

Hyperscale Data, Inc.

Directors and Executive Officers

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(1) Milton C.

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

respect to the shares held of record by ALSI.

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

of (i) 77,169 shares of common stock and (ii) 703,753 shares of common stock issuable upon conversion of Series B Preferred Stock.

(A) 210,000 shares of common stock underlying warrants that are not currently exercisable and (B) 22,222 shares of common stock underlying

currently exercisable warrants due to a beneficial ownership blocker limitation provision contained therein.

Notwithstanding

the foregoing, Ault Lending is only permitted to cast a vote representing 240,549 shares of common stock, instead of the 703,753 shares

of common stock issuable upon conversion of the Series B Preferred Stock, in accordance with the terms of the Amended and Restated Certificate

of Designation of the Rights and Preferences of the Series B Preferred Stock.

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

Ault Lending is

a wholly owned subsidiary of AULT.

(Todd) Ault, III, our Founder and Vice Chairman has voting and investment power with respect

to the securities held by Ault Lending.

Consists of (i) 8,260 shares of common stock, (ii) 905,172 shares of common stock issuable upon

conversion of Series B Preferred Stock and (iii) 23,335 shares of common stock issuable upon the exercise of warrants.

2,469 shares of common stock underlying currently exercisable warrants due to a beneficial ownership blocker limitation provision contained

Notwithstanding the foregoing,

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

Ault Lending is a

wholly owned subsidiary of HDI.

Consists of (i) 12 shares of common stock underlying currently exercisable warrants, (ii) 8,260

99,619 shares of common stock held by ALSI and (iii) 703,753 shares of common stock issuable upon conversion of Series B Preferred Stock

held by Ault Lending.

Excludes (A) 210,000 shares of common stock underlying warrants held by Ault Lending that are not currently

exercisable and (B) 22,222 shares of common stock underlying currently exercisable warrants held by Ault Lending due to a beneficial ownership

blocker limitation provision contained therein.

shares of common stock held by Ault Lending, (iii) 905,172 shares of common stock issuable upon conversion of Series B Preferred Stock

held by Ault Lending and (iv) 23,335 shares of common stock issuable upon the exercise of warrants held by Ault Lending.

2,469 shares of common stock underlying currently exercisable warrants held by Ault Lending due to a beneficial ownership blocker limitation

provision contained therein.

(3) Consists of (i) 1,843 shares of our common stock held by Mr.

Ault, (ii) 77,169 shares of common stock

held by Ault Lending, (iii) 703,753 shares of common stock issuable upon conversion of Series B Preferred Stock held by Ault Lending,

(iv) 99,619 shares of common stock held by ALSI, (v) 549 shares of common stock held by Ault Life Sciences Fund, LLC (“ALSF”)

and (vi) 111 shares of common stock underlying currently exercisable warrants held by Ault Alliance.

Excludes (A) 210,000 shares

of common stock underlying warrants held by Ault Lending that are not currently exercisable and (B) 22,222 shares of common stock underlying

currently exercisable warrants held by Ault Lending due to a beneficial ownership blocker limitation provision contained therein.

Ault, (ii) 8,260 shares of common stock held

by Ault Lending, (iii) 905,172 shares of common stock issuable upon conversion of Series B Preferred Stock held by Ault Lending, (iv)

11,068 shares of common stock held by ALSI, (v) 61 shares of common stock held by Ault Life Sciences Fund, LLC (“ALSF”), (vi)

12 shares of common stock underlying currently exercisable warrants held by HDI and (vii) 23,335 shares of common stock issuable upon

exercise of currently exercisable warrants held by Ault Lending.

Excludes 2,469 shares of common stock underlying currently

exercisable warrants held by Ault Lending due to a beneficial ownership blocker limitation provision contained therein.

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

(5) Consist of (i) 303 shares of our common stock and (ii) 20,000 shares of our common stock issuable upon

(4) Consist of (i) 33 shares of our common stock and (ii) 2,962 shares of our common stock issuable upon the

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

(5) Consists of (i) 615 shares of our common stock and (ii) 1,111 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) 540 shares of our common stock, (ii) 60 shares of our common stock issuable upon the exercise

of warrants and (iii) 9,999 shares of our common stock issuable upon the exercise of stock options that are currently exercisable or exercisable

within 60 days.

(6) 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 122 East 42 nd Street, 50 th Floor,

Suite 5000, New York, New York 10168.

Nisser’s address is 122 East 42nd Street, 50th Floor, Suite 5000, New York, New York

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

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

(10) Consists of (i) 400 shares of our common stock and (ii) 2,000 shares of our common stock issuable upon

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

(11) Consists of (i) 500 shares of our common stock owned by Dr.

McGrath and (ii) 2,000 shares of our common

stock issuable upon the exercise of stock options owned by Dr.

(9) Consists of (i) 44 shares of our common stock and (ii) 222 shares of our common stock issuable upon the

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

(10) Consists of (i) 55 shares of our common stock and (ii) 222 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.

(12) Consists of (i) 666 shares of our common stock and (ii) 2,000 shares of our common stock issuable upon

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

(11) Consists of (i) 74 shares of our common stock and (ii) 222 shares of our common stock issuable upon the

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

Equity Compensation

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(Todd) Ault, III,

our Founder and Vice Chairman, has significant influence over our Company, directly and through his controlling interests in AULT, Ault

our Founder and Vice Chairman, has significant influence over our Company, directly and through his controlling interests in HDI, Ault

Lending and ALSI.

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

Co.) of AULT.

The Board and executive officers of our company and the board of directors and executive officers of AULT contain some of

The Board and executive officers of our company and the board of directors and executive officers of HDI contain some of

the same individuals.

Horne, the Chairman of the Board of our company, is the Chief Executive Officer and a director of AULT,

Horne, the Chairman of the Board of our company, is the Chief Executive Officer and a director of HDI,

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.

of HDI, and Kenneth S.

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

Transactions with Related Persons

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persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).

April 30, 2019, we entered into a securities purchase agreement with ALSF for the sale of 66,666 shares of common stock, plus 33,333

warrants with a five-year term and an exercise price of $450.00 per share and vesting upon issuance (the “ALSF Warrants”).

The total purchase price of $15,000,000 was in the form of the ALSF Note.

The ALSF Note balance as of April 30, 2020 was reduced

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

The ALSF 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 ALSF Note balance was $14,883,295.

The ALSF Note was due December 31, 2023.

The control person of ALSF is Mr.

ALSF is wholly owned by ALSI.

ALSI is almost entirely

wholly owned by Ault & Co., of which MCKEA, of which Mr.

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

MCKEA is indirectly the majority owner of ALSF.

The ALSF Note was secured by a stock pledge agreement dated June 11, 2019 (the “Pledge

January 19, 2024, we entered into a settlement agreement with ALSF, pursuant to which ALSF returned 66,117 shares and the ALSF Warrants

to us, in full settlement of the ALSF Note and the Pledge Agreement, as well as disputes and claims between the parties.

May 2021, the Board and Mr.

Ault, 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 100,000 shares of common stock, (ii) the extension of the maturity

date of the ALSF Note 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.

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

Horne will be paid $50,000 per year for

his services), and Mr.

Nisser remains a member of our 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 our Board for a period of five years after the closing

date of the initial public offering.

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

five-year consulting agreement with Mr.

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

for annual fees of $50,000.

Ault’s reappointment to the Board in January 2024, the consulting agreement was terminated.

November 2022, we entered into a marketing and brand development agreement with AULT, effective August 1, 2022, whereby AULT provided

various marketing services over twelve months valued at $1.4 million.

We had the right to pay the fee in cash or shares of common stock

with a value of $225.00 per share.

On November 11, 2022, we elected to pay the fee with 6,222 shares of common stock.

the January 31, 2024, we entered into the SPA with Ault Lending, pursuant to which we agreed to sell to Ault Lending up to 6,000 shares

of Series B Preferred Stock and Series B Warrants to purchase up to 600,000 shares of common stock in one or more closings.

On the Execution

Date, we sold 1,220 shares of Series B Preferred Stock and Series B Warrants to purchase 122,000 shares of common stock to Ault Lending,

for a total purchase price of $1.22 million, which was paid by the cancellation of $1.22 million

of cash advances made by Ault Lending to us between November 9, 2023 and the Execution Date.

Each share of Series B Preferred Stock

is convertible into such number of Conversion Shares determined by dividing the Stated Value by

the Conversion Price.

The Series B Preferred Stock votes with the common stock, on an “as-converted” basis, subject

to certain limitations as set forth in the Series B Certificate of Designations.

The Series B Warrants grant Ault Lending the right to

purchase Warrant Shares at the Exercise Price of $12.00 for a period of five years from the Initial Exercise Date.

March 26, 2024, we sold 780 shares of Series B Convertible Preferred Stock and Series B Warrants to purchase 78,000 shares of common

stock with an exercise price of $12.00, for a total purchase price of $780,000.

On April 29, 2024,

we sold 100 shares of Series B Convertible Preferred Stock and Series B Warrants to purchase 10,000 shares of common stock with

an exercise price of $12.00, for a total purchase price of $100,000.

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

accounting and finance department use shared office space within the Costa Mesa offices of HDI.

Future Transactions

Board 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.

Our Board 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

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Baker Tilly US, LLP (“Baker

Tilly”) served as our independent registered public accounting firm for the year ended April 30, 2023.

On May 6, 2024, our audit

committee dismissed Baker Tilly and appointed Haskell & White LLP as our independent registered public accounting firm for the year

ended April 30, 2024.

Haskell & White LLP (“Haskell

& White”) served as our independent registered public accounting firm for the years ended April 30, 2025 and 2024.

Fees and Services

The following table shows

the aggregate fees paid to us for professional services by Baker Tilly for the years ended April 30, 2024 and 2023:

Audit Services

Audit Related Services

All Other Services

The following table shows the aggregate

fees paid by us for professional services by Haskell & White for the years ended April 30, 2025 and 2024:

Audit-Related Fees

All Other Fees

category includes the aggregate fees paid for professional services rendered for the audits of our financial statements during the years

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for the relevant years.

We have not paid Haskell & White LLP for any audit services as they were not engaged prior to April 30, 2024.

We did not pay Haskell & White any audit fees for the year ended April 30, 2024, as we did not engage them

prior to April 30, 2024.

We paid our former independent auditors, Baker and Tilley US LLP (“Baker Tilley”), $263,160 in audit

fee for the year ended April 30, 2024.

Audit-Related Fees.

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

We paid Baker Tilley $48,600 for audit-related fees for the year

ended April 30, 2024.

This category

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Certificate of Amendment to the Amended and Restated Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on March 21, 2024 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on March 22, 2024).

Certificate of Designations of Preferences and Rights of Series A Preferred Stock, as filed with the Delaware Secretary of State on May 9, 2024 (incorporated by reference to Exhibit 3.1 of the amended Current Report on Form 8-K/A filed with the SEC on May 10, 2024).

Certificate of Designations of Preferences and Rights of Series C Preferred Stock, as filed with the Delaware Secretary of State on February 28, 2025 (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed with the SEC on March 3, 2025).

Certificate of Amendment to the Certificate of Incorporation, filed with the Delaware Secretary of State on May 6, 2025 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on May 8, 2025).

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

First Amendment to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on March 3, 2025).

Form of Warrant issued to Ault Lending, LLC (formerly, 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).

Form of Warrant (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on February 2, 2024).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the SEC on May 9, 2024).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the SEC on February 28, 2025).

Description of Capital Stock.

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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).

Board 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).

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Securities Purchase Agreement, dated January 31, 2024 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on February 2, 2024).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on May 9, 2024).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on May 9, 2024).

At-The-Market Issuance Sales Agreement, dated October 3, 2024, with Ascendiant Capital Markets, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on October 3, 2024)

Securities Purchase & Exchange Agreement, dated February 28, 2025 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on February 28, 2025).

Registration Rights Agreement, dated February 28, 2025 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on February 28, 2025).

Insider Trading Policy of Alzamend Neuro, Inc.

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the registration statement on Form S-1 filed with the SEC on June 3, 2024).

Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.

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

Power of Attorney.

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

Alzamend Neuro, Inc., Clawback Policy.

Alzamend Neuro, Inc., Clawback Policy (incorporated by reference to Exhibit 97.1 of the annual report on Form 10-K filed with the SEC on July 30, 2024).

Inline XBRL Instance Document.

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July 22, 2025

/s/ Milton C.

Vice Chairman of the Board

July 22, 2025

/s/ Henry Nisser

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Report of Independent Registered Public Accounting Firm (PCAOB ID 200 )

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

Balance Sheets as of April 30, 2025 and 2024

Statements of Operations for the years ended April 30, 2025 and 2024

Statements of Changes in Stockholders’ Equity for the years ended April 30, 2024 and 2023

Statements of Changes in Stockholders’ Equity (Deficit) for the years ended April 30, 2025 and 2024

Statements of Cash Flows for the years ended April 30, 2025 and 2024

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Opinion on the Financial Statements

We have audited the accompanying balance sheet

We have audited the accompanying balance sheets

of Alzamend Neuro, Inc.

(the “Company”) as of April 30, 2024, and the related statements of operations, changes in stockholders’

equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company

as of April 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles

generally accepted in the United States of America.

(the “Company”) as of April 30, 2025 and 2024, and the related statements of operations, changes in

stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to

as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material

respects, the financial position of the Company as of April 30, 2025 and 2024, and the results of its operations and its cash flows for

each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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As discussed in Note 2 to the financial statements, the Company has

recurring losses from operations, negative cash flow from operations and is dependent on additional financing to fund current and future

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

experienced recurring losses from operations, negative cash flows from operations and is dependent on additional financing to fund current

and future operations.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 2 to the financial statements.

The financial statements do not include any

adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification

of liabilities that may result from the outcome of this uncertainty.

adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

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

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

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

HASKELL & WHITE LLP

We have served as the Company’s auditor since 2024.

Irvine, California

July 30, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Alzamend Neuro, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Alzamend

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

for the year 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, 2023, and the

results of its operations and its cash flows for the year 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 has recurring losses from

operations, negative cash flow from operations and is dependent on additional financing to fund current and future operations.

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 audits.

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

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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.

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.

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

/s/ BAKER TILLY US, LLP

We served as the Company’s auditor from 2019 to 2024

San Diego, California

July 27, 2023, except for the effects of the reverse stock splits

described in Note 1, as to which the date is July 30, 2024

/s/ HASKELL & WHITE LLP

We have served as the Company’s auditor since 2024.

Irvine, California

July 22, 2025

ALZAMEND NEURO, INC.

Balance Sheets

April 30, 2024

April 30, 2023

CURRENT ASSETS

Prepaid expenses and other current assets

Prepaid expenses - related party

TOTAL CURRENT ASSETS

Property, plant and equipment, net

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

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TOTAL LIABILITIES, ALL CURRENT

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ (DEFICIT) EQUITY

Series B Convertible Preferred Stock, $ 0.0001

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Convertible Preferred Stock, $ 10,000

stated value per share, 3,000

and nil 0 issued and outstanding as of April 30, 2024 and April 30, 2023, respectively

shares designated;

and outstanding as of April 30, 2025 and 2024

Series B Convertible Preferred Stock, $ 1,000 stated value per share, 6,000 designated;

2,100 issued and outstanding as of April 30, 2025 and 2024

Series C Convertible Preferred Stock, $ 10,000

stated value per share, 1,000

shares designated;

issued and outstanding as of April 30, 2025 and 2024, respectively

Common stock, $ 0.0001 par value:

300,000,000 shares authorized;

687,999 and 646,267 issued and outstanding as of April 30, 2024 and April 30, 2023, respectively

778,733 and 76,444 issued and outstanding as of April 30, 2025 and 2024, respectively

Additional paid-in capital

Note receivable for common stock – related party

( 14,883,295 )

Accumulated deficit

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( 54,020,408 )

TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 2,594,185 )

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

The accompanying notes are an integral part of

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Statements of Operations

For the Year Ended April 30,

For the Years Ended April 30,

OPERATING EXPENSES

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( 9,937,645 )

OTHER INCOME (EXPENSE), NET

OTHER EXPENSE, NET

Interest expense

Total other income (expense), net

Total other expense, net

( 4,514,853 )

( 9,947,746 )

Dividend on preferred shares

Deemed dividend on warrant modification issued with preferred

NET LOSS ATTRIBUTED TO COMMON SHARES

$ ( 5,105,084 )

$ ( 9,947,746 )

Basic and diluted net loss per common share

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For the Years Ended April 30, 2025 and April

Series A Convertible

Series B Convertible

Note Receivable for

Series C Convertible

Note Receivable

Common Stock -

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$ ( 44,072,662 )

Issuance of common stock for cash, net of issuance costs

Issuance of common stock for restricted stock awards

Issuance of preferred stock for cash

Subscription receivable payment received

Return of common stock for subscription receivable

( 14,876,293 )

Stock-based compensation to employees and consultants

Proceeds from stock option exercise

Issuance of common stock for related party payable

( 9,947,746 )

3 unchanged sentences

( 2,594,185 )

Issuance of common stock for cash

Issuance of common stock for cash, net of issuance costs

Issuance of common stock for restricted stock awards

Issuance of preferred stock for cash

Subscription receivable payment received

Return of common stock for subscription receivable

( 14,876,286 )

Issuance of preferred stock for cash, net of issuance costs

Proceeds from stock option exercise

Conversion of preferred stock to common stock

Conversion of note payable and interest to series A preferred stock

Exchange of series A preferred stock into series C preferred stock

Stock-based compensation to employees and consultants

Preferred dividends

( 4,514,853 )

2 unchanged sentences

( 58,535,261 )

$ ( 2,594,185 )

The accompanying notes are an integral part of

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Statements of Cash Flows

For the Year Ended April 30,

For the Years Ended April 30,

Cash flows from operating activities:

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Accounts payable and accrued liabilities

( 2,288,942 )

Net cash used in operating activities

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Cash flows from financing activities:

Proceeds from the issuance of common stock, net

Net proceeds from the issuance of common stock, net

Net proceeds from the issuance of preferred stock, net

Proceeds from stock option exercise

Proceeds from the issuance of note payable

Proceeds from the issuance of preferred stock - related party

Net proceeds from the issuance of preferred stock - related party

Net cash provided by financing activities

Net decrease in cash

( 4,764,811 )

Net increase (decrease) in cash

( 4,764,811 )

Cash at beginning of period

Cash at end of period

Cash at beginning of year

Cash at end of year

Supplemental disclosures of cash flow information:

Non-cash financing activities:

Return of common stock for cancellation of subscription receivable

Conversion of Series A convertible preferred stock to common stock

Conversion of Series C convertible preferred stock to common stock

Fair value of warrants issued in connection with Series A convertible preferred stock

Conversion of note payable and accrued interest into Series A convertible preferred stock

Preferred dividends

Exchange of Series A convertible preferred stock into Series C convertible preferred stock

Return of common stock for note receivable - related party

$ ( 14,883,295 )

Debt discount from issuance of note payable

Fair value of warrants issued in connection with preferred stock related party

Issuance of common stock for related party payable

Fair value of warrants issued with preferred stock

Fair value of warrants issued for related party payable

The accompanying notes are an integral part of

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been updated for all periods presented to reflect the Second Reverse Split.

May 6, 2025, pursuant to the authorization provided by the Company’s stockholders at its annual meeting of stockholders, the Company

filed an amendment to the Certificate of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding

Common Stock by a ratio of one-for-nine (the “Third Reverse Split”).

The Third Reverse Split did not affect the number of

authorized shares of Common Stock, preferred stock or their respective par value per share.

As a result of the Third Reverse Split, each

nine shares of Common Stock issued and outstanding prior to the Third Reverse Split were converted into one share of Common Stock.

Third Reverse Split became effective in the State of Delaware on May 12, 2025.

All share amounts in these financial statements have been

updated for all periods presented to reflect the Third Reverse Split.

LIQUIDITY, GOING CONCERN AND MANAGEMENT’S

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As of April 30, 2025, the Company had cash

of $ 376,000 and an accumulated deficit of $ 54.0 million.

of $ 3.9 million and an accumulated deficit of $ 58.5 million.

For the year ended April 30, 2025, the Company had a net loss of $ 4.5 million

and cash used in operating activities of $ 6.6 million.

The Company had cash as of April 30, 2023, totaling $ 5.1 million and accumulated

deficit of $ 44.1 million.

The Company had cash as of April 30, 2024, totaling $ 376,000 and accumulated deficit

of $ 54.0 million.

In the past, the Company has financed its operations principally through issuances of equity and debt instruments.

On January 31, 2024, the Company

and Ault Lending, LLC (“Ault Lending”), entered into a securities purchase agreement (the “AL SPA”) for the purchase

of up to 6,000 shares of Series B Convertible Preferred Stock and warrants to purchase shares up to 600,000 shares of Common Stock.

AL SPA provides that Ault Lending may purchase up to $6 million of Series B Convertible Preferred Stock in one or more closings.

Lending has the right to purchase up to $2 million of Series B Convertible Preferred Stock, on or before March 31, 2024, and the right

to purchase up to $4 million of Series B Convertible Preferred Stock after March 31, 2024, but on or before March 31, 2025 (the “Termination

The Agreement will automatically terminate if the final closing has not occurred prior to the Termination Date.

On January 31, 2024, the Company

sold 1,220 shares of Series B Convertible Preferred Stock and warrants to purchase 122,000 shares of Common Stock with an exercise price

of $ 12.00 , for a total purchase price of $ 1.22 million.

The purchase price was paid by the cancellation

of $ 1.15 million of cash advances made by Ault Lending to the Company between November 9, 2023 and January 31, 2024 and a subscription

receivable of $ 70,000 .

March 26, 2024, the Company sold 780 shares of Series B Convertible Preferred Stock and warrants to purchase 78,000 shares of Common

Stock with an exercise price of $ 12.00 , for a total purchase price of $ 780,000 .

April 29, 2024, the Company sold 100 shares of Series B Convertible Preferred Stock and warrants to purchase 10,000 shares of Common

Stock with an exercise price of $ 12.00 , for a total purchase price of $ 100,000 .

May 8, 2024, the Company and Orchid Finance, LLC (“Orchid”) , entered into a securities purchase agreement (the “Orchid

SPA”) for the purchase of up to 2,500 shares of Series A Convertible Preferred Stock and warrants to purchase shares up to 2,500,000

shares of Common Stock in several tranche closings.

On May 10, 2024, the Company

sold 100 shares of Series A Convertible Preferred Stock and warrants to purchase 80,000 shares of Common Stock with an exercise price

of $ 12.50 , for a total purchase price of $ 1.0 million.

The purchase price was paid by the surrender

and cancellation of a term note issued by the Company to Orchid of $ 311,356 , consisting of $ 310,000 of principal and $ 1,356 of accrued

and unpaid interest, $ 100,000 discount and net cash of $ 588,644 .

On June 25, 2024, the Company

sold 150 shares of Series A Convertible Preferred Stock and warrants to purchase 120,000 shares of Common Stock with an exercise price

of $ 12.50 , for a total purchase price of $ 1.5 million.

The purchase price was paid in cash.

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.

These factors create substantial doubt about our ability to continue

as a going concern .

However, based on the Company’s current business plan, management believes that the Company’s cash

and cash equivalents at April 30, 2024, together with the anticipated receipt of funds from its Series A and Series B Convertible

Preferred Stock securities purchase agreements, will be 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.

On February 28, 2025, the

Company and Orchid Finance, LLC (“Orchid”) entered into a Securities Purchase

and Exchange Agreement (the “Orchid SPEA”) for the purchase of up to 500 shares of Series C Convertible Preferred Stock (“Series

C Convertible Preferred Stock”) and warrants to purchase up to 111,111 shares of Common Stock in several tranche closings.

On April 28, 2025, the Company

sold 75 shares of Series C Convertible Preferred Stock for a total purchase price of $ 750,000 .

On May 29, 2025, the Company sold 225 shares

of Series C Convertible Preferred Stock for a total purchase price of $ 2.2 million.

On June 3, 2025, the Company sold 75 shares of Series

C Convertible Preferred Stock for a total purchase price of $ 750,000 .

On June 12, 2025, the Company sold 105 shares of Series C Convertible

Preferred Stock for a total purchase price of $ 1.0 million.

On June 13, 2025, the Company sold 20 shares of Series C Convertible Preferred

Stock for a total purchase price of $ 213,000 .

The purchase prices were paid in cash.

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 during the twelve-month period subsequent to the issuance of the financial

statements included in this Annual Report.

These factors create substantial doubt about our ability

to continue as a going concern .

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

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

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

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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.

Stock-Based Compensation

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Schedule of antidilutive securities excluded from computation of earnings per share

For the Year Ended April 30,

For the Years Ended April 30,

Stock options (1)

Restricted stock units

The Company has excluded 10,000 stock options for the years ended April 30, 2024 and 2023, respectively, with an exercise price of $0.06, 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.

The Company has excluded 1,111 stock options for the year ended April 30, 2024 with an exercise price of $0.54, 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.

Preferred Stock Classification

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Common criteria the

Company considers are redemption provisions, conversion options, cumulative of mandatory fixed dividends, discretionary dividends based

on earning, voting rights and collateral requirements.

Company considers are redemption provisions, conversion options, mandatory fixed dividends, discretionary dividends based on earning,

voting rights and collateral requirements.

Segment Reporting

In fiscal year 2025, the Company adopted Accounting Standard Update

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The Company operates as

a single operating and reportable segment, which reflects the manner in which the Chief Operating Decision Maker (“CODM”),

the Company’s Chief Executive Officer, manages the business and allocates resources.

The Company is a clinical-stage biopharmaceutical

company focused on developing novel products for the treatment of Alzheimer’s, BD, MDD and PTSD, with key operational decisions

based on cash availability, development milestones, and return on investment associated with future manufacturing and commercialization

opportunities.

Recent Accounting Standards

On December 14, 2023, the FASB issued ASU No.

2023-09, Income Taxes

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires entities to disclose specific rate

reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing

operations before income tax expense (benefit) disaggregated between federal, state, and foreign.

The new standard is effective for the

Company for its fiscal year beginning May 1, 2025, with early adoption permitted.

The Company is currently evaluating the impact of adopting

the standard.

In November 2024, the FASB issued ASU 2024-03,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, to require disaggregated disclosure of

certain income statement expense line items, such as purchases of inventory, employee compensation, and depreciation and amortization.

The new standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning

after December 15, 2027.

Early adoption is permitted.

The amendments should be applied prospectively, but retrospective application is

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

NOTE RECEIVABLE, RELATED PARTY, NET

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$ 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 to December 31, 2021, and in May 2021, the term of the note receivable was extended to December 31, 2023.

The note was secured

by a pledge of the purchased shares.

As the note receivable from ALSF was related to the issuance of Common Stock, it is recorded as an

offset to additional paid-in capital.

In November 2019, the term of the

note receivable was extended to December 31, 2021, and in May 2021, the term of the note receivable was extended to December 31, 2023.

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

As the note receivable from ALSF was related to the issuance of Common Stock,

it is recorded as an offset to additional paid-in capital.

ALSF is wholly owned by Ault Life Sciences, Inc.

ALSI is majority owned by

Ault & Company, Inc.

is majority owned by Ault & Company, Inc.

(“Ault & Co.”).

Ault, Horne and Nisser, directors of the Company, are also directors

of Ault & Co.

Ault, Horne and Nisser, directors of the Company,

are also directors of Ault & Co.

On January 19, 2024, the Company

and ALSF entered into a settlement agreement and release of claims whereby ALSF returned to the Company 66,117 shares of Common Stock

and the ALSF Warrants for settlement of the outstanding balance of the note receivable in the amount of $ 14,876,293 .

and ALSF entered into a settlement agreement and release of claims whereby ALSF returned to the Company 7,346 shares of Common Stock and

the ALSF Warrants for settlement of the outstanding balance of the note receivable in the amount of $ 14,876,293 .

PREPAID EXPENSES AND OTHER CURRENT ASSETS

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April 30, 2024

Prepaid clinical trial fees

Prepaid clinical trial expenses

Prepaid insurance

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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 assessments.

Given historical generation of and expected future taxable losses, management 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, 2024 and 2023, of $ 15,766,804 and $ 10,813,049 , respectively.

In assessing the

realization of deferred tax assets, management considers whether it is more likely than not that 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 assessments.

Given historical generation of and expected future taxable losses, management

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, 2025 and 2024, of $ 15,247,397

and $ 15,766,804 ,

respectively.

At April 30, 2025, the Company

maintained U.S.

Federal and state net operating loss (“NOL”) carryovers of approximately $ 38,716,141 and $ 190,584,088 respectively.

Federal and state net operating loss (“NOL”) carryovers of approximately $ 44.2 million and $ 22.4 million,

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 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

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

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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, 2024.

These provisions did not

have a material impact on the income tax provision.

STOCK-BASED COMPENSATION

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Schedule of share-based payment arrangement, option, activity

Outstanding Options

Available for

Exercise Price

Intrinsic Value

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Stock Options Granted to Employees and Consultants

The estimated fair value of

stock options granted to employees and consultants during the year ended April 30, 2023 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, 2023

Expected term (in years)

Risk-free interest rate

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).

Expected Volatility:

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

that were deemed to be representative of future stock price trends as the Company only has a limited trading history for its common stock.

The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own

stock price becomes available.

Risk-Free Interest Rate:

Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S.

Treasury securities

with similar maturities as of the date of the grant.

Expected Dividend:

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

Therefore, the expected dividend yield was zero.

There were no stock options

granted during the year ended April 30, 2024.

granted during the years ended April 30, 2025 and 2024.

For the year ended April 30,

2024 and 2023, stock-based compensation related to restricted stock grants and stock options were $ 956,000 and $ 3.6 million, respectively,

2025 and 2024, stock-based compensation related to restricted stock grants and stock options were $ 325,000 and $ 956,000 , respectively,

for employees and directors.

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Board granted 3,148 performance and market contingent awards to certain key employees and a director.

These grants were made outside

These grants were made outside of

These awards have an exercise price of $2,025.00 per share.

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The target prices ranged from $13,500 per share to $54,000 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

On November 22, 2022, the

Compensation Committee of the Board modified the performance criteria for these awards.

The target price range is now $1,500 per share

to $3,000 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 market-contingent awards, as of April 30, 2024, 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.

any of the stock price milestones are not achieved within three years , the unvested portion of the performance options will be reduced

On November 22, 2022, the Compensation Committee of the Board modified the performance

criteria for these awards.

The target price range is now $13,500 per share to $27,000 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 market-contingent awards, as of April

30, 2025, Management 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 13,333 performance-based stock option to the Chief Executive Officer at an exercise price

of $175.50 per share, of which 50% vest upon the completion and announcement of topline data from the Company’s Phase II clinical

Compensation Committee of the Board granted 1,481 performance-based stock option to the Chief Executive Officer at an exercise price of

$1,579.50 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

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related to the vesting.

As of April 30, 2024, the Company believed that the achievement of the remaining requisite performance condition

was not probable and, as a result, no compensation cost has been recognized for these awards related to ALZN002 – Alzheimer’s.

The remaining requisite performance condition was not met on or before December 31, 2024 and, as a result, the

remaining unvested stock options were cancelled and no compensation cost has been recognized for these awards related to ALZN002 –

Stock-Based Compensation Expense

The Company’s results

of operations include expenses relating to stock-based compensation for the years ended April 30, 2024 and 2023, were comprised as follows:

of operations include expenses relating to stock-based compensation for the years ended April 30, 2025 and 2024, were comprised of the following:

Schedule of stock-based compensation

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During the year ended April

30, 2025, the Company issued warrants to purchase an aggregate of 279,273 shares of Common Stock with a weighted average exercise price

of $48.96 per share as follows:

Schedule of Common Stock

at Date of Grant

5/10/2029 (1)

6/25/2029 (1)

8/19/2029 (1)

8/21/2029 (1)

9/11/2029 (1)

(1) Cancelled on February 28, 2025

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.

Warrant Issuances During 2024

During the year ended April

30, 2024, the Company issued warrants to purchase an aggregate of 23,333 shares of Common Stock at an exercise price of $ 108.00 per share.

(i) On January 31, 2024, the Company issued a warrant to purchase 13,555 shares of Common Stock at an exercise

price of $ 12.00 in connection with the sale of convertible preferred stock to Ault Lending for $ 1,220,000 .

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 common stock, requires

settlement in shares and would be classified as equity under ASC 815.

price of $ 108.00 in connection with the sale of convertible preferred stock to Ault Lending, LLC (“Ault Lending”) for $ 1,220,000 .

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 Common Stock, requires settlement in shares and would be classified as equity under ASC 815.

(ii) On March 26, 2024, the Company issued a warrant to purchase 8,666 shares of Common Stock at an exercise

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Risk-free interest rate

3.95 – 4.65 %

Dividend yield

12 unchanged sentences

Therefore, the expected dividend yield was zero.

OTHER RELATED PARTY TRANSACTIONS

In November 2022, the Company

entered into a marketing and brand development agreement with Ault Alliance, Inc.

(“AULT”), effective August 1, 2022, whereby

AULT provided 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 Common Stock with a value of $225.00 per share.

On November 11, 2022, the Company elected to pay the fee with 6,222 shares of

Common Stock.

The Company recorded the value of the agreement using the closing price of the Common Stock on November 11, 2022, and amortizes

the expense over twelve months beginning in August 2022.

At April 30, 2024, the balance of related party prepaid expenses was zero.

AND CONTINGENCIES

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Schedule of contractual obligation, fiscal year maturity

Completed September 2019

Pre-IND Meeting -

Completed June 2021

September 2019

IND application filing -

Completed December 2021

Upon first dosing of patient in a clinical trial -

Completed March 2022

December 2021

Upon completion of first clinical trial -

Upon first patient treated in a Phase III clinical trial

8 years from the effective date of the agreement

Upon FDA approval

Upon FDA NDA approval

* Milestone met and completed

ALZN002 License:

Completed January 2022

Upon IND application -

Upon first dosing of patient in first Phase I clinical trial

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* Milestone met and completed

AL001 Licenses:

Additional AL001 Licenses:

Upon first patient treated in a Phase III clinical trial

August 1, 2029

First commercial sale

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The Board has designated 3,000 shares as Series

B Convertible Preferred Stock.

The rights, preferences, privileges and restrictions on the remaining authorized 9,994,000 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.

A Convertible Preferred Stock, 6,000 shares as Series B Convertible Preferred Stock and 1,000 shares as Series C Convertible Preferred

The rights, preferences, privileges and restrictions on the remaining authorized 9,990,000 shares of Preferred Stock have not been

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 Financing

May 8, 2024, the Company and Orchid entered into a securities purchase agreement (the “Orchid SPA”) for the purchase

of up to 2,500 shares of Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”) and warrants to purchase

shares up to 277,778 shares of Common Stock in several tranche closings as follows:

Schedule of equity transactions

Common Shares

$ 900,000 (1)

$ 1.5 million (2)

$ 2.0 million (2)

$ 2.4 million (2)

$ 1.0 million (2)

(1) The purchase price was paid by the surrender and cancellation of a term note issued by us to

Orchid of $311,356, consisting of $310,000 of principal and $1,356 of accrued and unpaid interest, $100,000 discount and net cash of $588,644.

(2) Paid in cash.

Pursuant to the

Orchid SPA, Orchid had agreed to purchase the remaining 1,700 Preferred Shares on each monthly anniversary of the effectiveness of a registration

statement until all remaining 1,700 Preferred Shares had been sold (“Milestones”).

Orchid had the ability to invest any amount

in its sole discretion in advance of the Milestone dates.

In the event that the average closing price of the Common Stock during the three

trading days preceding the date of a tranche closing was not equal to or greater than $22.50 a share (the “Floor Price”),

then the applicable closing would be delayed until such time as the price meet the required threshold.

The Company agreed

to pay Ault Lending, a related party, an origination fee of five percent (5%) of the total gross proceeds we receive from Orchid upon

each purchase of Series A Convertible Preferred Stock.

The total amount of origination fees paid to Ault Lending during the year ended

April 30, 2025 was $400,000.

The Company also agreed to pay Orchid a fee of $100,000 upon the first closing, which occurred on May 10,

2024, and on the closing which occurred on August 21, 2024.

Series A Convertible Preferred Stock had a stated value of $10,000 per share (“Series

A Stated Value”) and accrued dividends at the rate of 15% per annum, payable quarterly in arrears in cash or paid-in-kind

shares, in Orchid’s sole discretion.

Each share of Series A Convertible Preferred Stock was convertible into a number of shares

of Common Stock determined by dividing the Series A Stated Value by (y)

the greater of (i) the Floor Price and (ii) the lesser of (A) $135.00 and (B) 80% of the lowest closing price of our Common Stock during

the three trading days immediately prior to the date of conversion into conversion shares (the “ Series

A Conversion Price”).

The Series A Conversion Price was subject to adjustment

in the event of an issuance of Common Stock at a price per share lower than the Series A Conversion

Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.

The warrants had an exercise

price of $ 112.50 (the “ Series A Exercise Price”) and were exercisable upon issuance

and had a five-year term, expiring on the fifth anniversary of issuance.

The Series A Exercise

Price were subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Series

A Exercise Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.

were exercisable on a cashless basis in the event that there is not then an effective resale registration statement for the Common Stock

issuable upon exercise of the warrants.

During the year ended April

30, 2025, Orchid converted 712.0133 shares of Series A Convertible Preferred Stock into 420,809 shares of Common Stock.

On February 28, 2025, the

Company and Orchid terminated the Orchid SPA and entered into the Orchid SPEA.

With the termination, 97.7511 shares of Series A Convertible

Preferred Stock were converted to 97.7511 shares of Series C Convertible Preferred Stock and warrants to purchase 71,111 shares of Common

Stock with an exercise price of $112.50 issued were cancelled.

Series B Convertible

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On January 31, 2024, the Company

and Ault Lending entered into the AL SPA for the purchase of up to 6,000 shares of Series B Convertible Preferred Stock and warrants to

purchase shares up to 600,000 shares of Common Stock.

The AL SPA provides that Ault Lending may purchase up to $ 6 million of Series B

Convertible Preferred Stock in one or more closings.

Ault Lending has the right to purchase up to $2 million of Series B Convertible Preferred

Stock, on or before March 31, 2024, and the right to purchase up to $4 million of Series B Convertible Preferred Stock after March 31,

2024, but on or before March 31, 2025 (the “Termination Date”).

The Agreement will automatically terminate if the final closing

has not occurred prior to the Termination Date.

and Ault Lending entered into a securities purchase agreement (the “AL SPA”) for the purchase of up to 6,000 shares of Series

B Convertible Preferred Stock and warrants to purchase shares up to 66,667 shares of Common Stock.

The AL SPA provided that Ault Lending

could have purchased up to $6 million of Series B Convertible Preferred Stock in one or more closings.

Ault Lending had the right to purchase

up to $2 million of Series B Convertible Preferred Stock, on or before March 31, 2024, and the right to purchase up to $4 million of Series

B Convertible Preferred Stock after March 31, 2024, but on or before March 31, 2025 (the “Termination Date”).

The final closing

did not occur prior to the Termination Date and the AL SPA automatically terminated.

On January 31, 2024, the Company

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The warrants have an exercise

price of $12.00 (the “Exercise Price”) and become exercisable on the first business day after the six-month anniversary of

price of $108.00 (the “Exercise Price”) and became exercisable on the first business day after the six-month anniversary of

issuance (the “Initial Exercise Date”) and have a five-year term, expiring on the fifth anniversary of the Initial Exercise

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Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.

For the period ended January

31, 2024, the Company recorded the Series B Convertible Preferred Stock as mezzanine equity and the warrant as a liability.

2024, the Company amended its Amended and Restated Certificate of Designations for the Series B Convertible Preferred Stock to remove

certain change of control language.

As a result, the Company reassessed the classification of both the Series B Convertible Preferred

Stock and warrant and reclassified both the Series B Convertible Preferred Stock and warrant as permanent equity for the period ended

April 30, 2024.

Series C Preferred Financing

February 28, 2025, the Company and Orchid entered into the Orchid SPEA for the purchase of up to 500 shares of Series C Convertible

Preferred Stock in several tranche closings and warrants to purchase shares up to 111,111 shares of Common Stock with an exercise price

of $ 8.29 (the “ Series C Exercise Price”) and are exercisable upon issuance and

have a five-year term, expiring on the fifth anniversary of issuance.

The Series C Exercise

Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Series

C Exercise Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.

97.7511 shares of Series A Convertible Preferred Stock were exchanged for 97.7511 shares of Series C Convertible Preferred Stock.

market value of the warrants on the date of issuance was $ 577,073 .

On April 28, 2025, the Company

sold 75 shares of Series C Convertible Preferred Stock for a total purchase price of $ 750,000 .

On May 29, 2025, the Company sold 225 shares

of Series C Convertible Preferred Stock for a total purchase price of $ 2.2 million.

On June 3, 2025, the Company

sold 75 shares of Series C Convertible Preferred Stock for a total purchase price of $ 750,000 .

On June 12, 2025, the Company

sold 105 shares of Series C Convertible Preferred Stock for a total purchase price of $ 1.0 million.

On June 13, 2025, the Company

sold 20 shares of Series C Convertible Preferred Stock for a total purchase price of $ 213,000 .

Effective June 13, 2025, the

Orchid SPEA was terminated as all the shares of Series C Convertible Preferred Stock were sold.

registration statement registering for resale the shares of Common Stock issuable upon conversion of the Series C Convertible Preferred

Stock and exercise of the warrants was declared effective on April 8, 2025.

In addition, the Company agreed to use its best efforts to

hold a meeting of its stockholders within 90 days of the execution date of the Orchid SPEA for purposes of seeking stockholder approval

of the issuance of all the shares of Common Stock issuable upon conversion of the Series C Convertible Preferred Stock and the exercise

of the warrants in excess of the “Nasdaq Limit”, which is 19.99% of the shares of Common Stock issued and outstanding on the

execution date of the Orchid SPEA.

The Company held its annual meeting of stockholders on April 25, 2025, at which time, the stockholders

approved the issuance of all the shares of Common Stock issuable upon conversion of the Series C Convertible Preferred Stock and the exercise

of the warrants in excess of the “Nasdaq Limit.”

Series C Convertible Preferred Stock has a stated value of $10,000 per share (“Series

C Stated Value”) and accrued dividends at the rate of 15% per annum, payable quarterly in arrears in cash or paid-in-kind

shares, in Orchid’s sole discretion.

Each share of Series C Convertible Preferred Stock is convertible into a number of shares of

Common Stock determined by dividing the Series C Stated Value by (y)

the greater of (i) $0.90 per share (“Series C Floor Price”) and (ii) the lesser of (A) $135.00 and (B) 80% of the lowest closing

price of our Common Stock during the three trading days immediately prior to the date of conversion into conversion shares (the “ Series

C Conversion Price”).

The Series C Conversion Price was subject to adjustment

in the event of an issuance of Common Stock at a price per share lower than the Series C Conversion

Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.

The holders of the Series

C Convertible Preferred Stock were entitled to vote with the Common Stock as a single class on an as-converted basis, subject to applicable

law provisions of the Delaware General Corporation Law and Nasdaq, provided however, that for purposes of complying with Nasdaq regulations,

the conversion price, for purposes of determining the number of votes the holder of Series C Convertible Preferred Stock is entitled to

cast, shall not be lower than $7.5375 (the “Series C Voting Floor Price”), which represents the closing sale price of the

Common Stock on the trading day immediately prior to the date of execution of the Orchid SPEA.

The Series C Voting Floor Price shall be

adjusted for stock dividends, stock splits, stock combinations and other similar transactions.

During the year ended April

30, 2025, Orchid converted 23.9712 shares of Series C Convertible Preferred Stock into 44,444 shares of Common Stock.

From May 1, 2025

to July 22, 2025, subsequent to the Company’s fiscal year end, Orchid converted

575.7176 shares of Series C Convertible Preferred Stock into 2,117,699 shares of Common Stock.

ALSF Investment

On April 30, 2019, the Company

and ALSF entered into a securities purchase agreement (the “SPA”) for the purchase of 66,667 shares of Common Stock for a

total purchase price of $ 15,000,000 , or $ 225.00 per share with 33,333 warrants with a 5 -year life and an exercise price of $ 450.00 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.

and ALSF entered into a securities purchase agreement (the “SPA”) for the purchase of 7,407 shares of Common Stock for a total

purchase price of $15,000,000, or $ 2,025.00 per share, with 3,703 warrants with a 5 -year life and an exercise price of $ 4,050.00 per share

and vesting upon issuance.

The total purchase price of $ 15,000,000 was in the form of a non-interest bearing note receivable with a 12 -month

term from ALSF, a related party.

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

Pursuant to the SPA, ALSF was entitled

to full ratchet anti-dilution protection, most-favored nation status, denying the Company the right to enter into a variable rate transaction

Pursuant to the SPA, ALSF was 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

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of the outstanding balance of the note receivable in the amount of $ 14,876,293 .

At-the-Market Offering

At-the-Market Offerings

September 2023 ATM

On September 8, 2023, the

Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of

its Common stock, having an aggregate offering price of up to approximately $9.8 million (the “Shares”) from time to time,

through the ATM Offering.

On September 8, 2023, the Company filed 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 ATM Offering.

Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC (“Ascendiant”), as sales

agent to sell shares of its Common stock, having an aggregate offering price of up to approximately $9.8 million (the “Shares”)

from time to time, through an “at the market offering” (the “ATM Offering” ) as defined in Rule 415 under the

Securities Act.

On September 8, 2023, the Company filed a prospectus supplement with the SEC relating to the offer and sale of the Shares

in the ATM Offering.

The offer and sale of the

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ATM Offering on May 6, 2024.

October 2024 ATM

On October 3, 2024, the Company

entered into a new At-the-Market Issuance Sales Agreement with Ascendiant as sales agent to sell shares of its Common Stock, having an

aggregate offering price of up to approximately $6.5 million (the “New Shares”) from time to time, through an “at the

market offering” (the “New ATM Offering”) as defined in Rule 415 under the Securities Act.

On October 3, 2024, the Company

filed a prospectus supplement with the SEC relating to the offer and sale of the New Shares in the New ATM Offering.

The offer and sale of the

New Shares was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying

base prospectus contained therein (Registration Statement No.

333-273610) filed with the SEC on August 2, 2023 and declared effective

by the SEC on August 10, 2023.

During the year ended April

30, 2025, the Company sold an aggregate of 235,904 shares of Common Stock pursuant to the New ATM Offering for proceeds of $ 2.7 million.

On April 7, 2025, the Company

terminated its New ATM Offering.

SUBSEQUENT EVENTS

May 8, 2024, the Company and Orchid entered into the Orchid SPA for the purchase of up to 2,500 shares of Series A Convertible

Preferred Stock and warrants to purchase shares up to 2,500,000 shares of Common Stock in several tranche closings.

On May 29, 2025, the Company

sold 100 shares of Series A Convertible Preferred Stock and warrants to purchase 80,000 shares of Common Stock with an exercise price

of $ 12.50 , for a total purchase price of $ 1.0 million.

The purchase price was paid by the surrender

and cancellation of a term note issued by the Company to Orchid of $ 311,356 , consisting of $ 310,000 of principal and $ 1,356 of accrued

and unpaid interest, $ 100,000 discount and net cash of $ 588,644 .

sold 225 shares of Series C Convertible Preferred Stock for a total purchase price of $ 2.2 million.

On June 3, 2025, the Company

sold 150 shares of Series A Convertible Preferred Stock and warrants to purchase 120,000 shares of Common Stock with an exercise price

of $ 12.50 , for a total purchase price of $ 1.5 million.

The purchase price was paid in cash.

sold 75 shares of Series C Convertible Preferred Stock for a total purchase price of $ 750,000 .

On June 12, 2025, the Company

sold 105 shares of Series C Convertible Preferred Stock for a total purchase price of $ 1.0 million.

On June 13, 2025, the Company

sold 20 shares of Series C Convertible Preferred Stock for a total purchase price of $ 213,000 .

From May 1, 2025 to July 22, 2025, subsequent to the Company’s fiscal year end, Orchid converted 575.7176

shares of Series C Convertible Preferred Stock into 2,117,699

shares of Common Stock.

On July 9, 2025, the Company filed a Certificate

of Elimination to eliminate the Company’s Series A Convertible Preferred Stock.

The shares that were designated as Series A Convertible

Preferred Stock were returned to the status of authorized but unissued.

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