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Item 1. Financial Statements

2025-09-10 compared with 2025-03-10 · 319 added, 493 removed, 358 unchanged (69% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

July 31, 2025

April 30, 2025

CURRENT ASSETS

1 unchanged sentence

TOTAL CURRENT ASSETS

Property, plant and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

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COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Convertible Preferred Stock, $ 10,000

STOCKHOLDERS’ EQUITY

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

1,535.24 and 2,100 issued and outstanding

as of July 31, 2025 and April 30, 2025, respectively

Series C Convertible Preferred Stock, $ 10,000

stated value per share, 1,000

shares designated;

and nil 0 shares issued and outstanding as of January 31, 2025 and April 30, 2024, respectively

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

2,100 shares issued and outstanding as of January 31, 2025 and April 30, 2024

nil 0 and 150.7176 issued and outstanding as of July 31, 2025 and April 30, 2025, respectively

Common stock, $ 0.0001 par value:

300,000,000 shares authorized;

5,796,834 and 687,999 shares issued and outstanding as of January 31, 2025 and April 30, 2024, respectively

3,139,861 and 778,733 issued and outstanding as of July 31, 2025 and April 30, 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 58,535,261 )

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 2,594,185 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of

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Condensed Statements of Operations

For the Three Months Ended

For the Nine Months Ended

For the Three Months Ended July 31,

OPERATING EXPENSES

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( 2,700,201 )

( 2,659,930 )

( 3,357,888 )

( 9,087,581 )

OTHER EXPENSE

OTHER EXPENSE, NET

Interest expense

Total other expense

$ ( 1,039,434 )

$ ( 2,662,418 )

Total other expense, net

$ ( 2,702,684 )

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Condensed Statements of Stockholders’

For the Three Months Ended January 31, 2025

Series A Convertible

Series B Convertible

BALANCES, October 31, 2024

$ ( 56,356,382 )

Issuance of common stock for cash, net of issuance costs

Stock-based compensation to employees and consultants

Preferred Series A dividend

( 1,039,434 )

BALANCES, January 31, 2025

$ ( 57,395,816 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

Alzamend Neuro, Inc.

Condensed Statements of Stockholders’

For the Three Months Ended January 31, 2024

Series B Convertible

Note Receivable for

Subscription Receivable

BALANCES, October 31, 2023

$ ( 14,876,293 )

$ ( 50,506,461 )

$ ( 2,682,493 )

Issuance of common stock for cash, net of issuance costs

Subscription receivable for issuance of preferred stock - related party

Return of common stock for note receivable - related party

( 14,876,286 )

Stock-based compensation to employees and consultants

( 2,662,418 )

BALANCES, January 31, 2024

$ ( 53,168,879 )

$ ( 4,263,821 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

Alzamend Neuro, Inc.

Condensed Statements of Stockholders’

(Deficit) Equity

For the Nine Months Ended January 31, 2025

Series A Convertible

For the Three Months Ended July 31, 2025

Series B Convertible

Series C Convertible

BALANCES, April 30, 2025 -

1 unchanged sentence

$ ( 58,535,261 )

Issuance of common stock for cash, net of issuance costs

Issuance of common stock for restricted stock awards

Issuance of preferred stock for cash, net of issuance costs

Issuance of preferred stock for cash, net of issuance

Conversion of preferred stock to common stock

Conversion of note payable and interest to preferred stock

Stock-based compensation to employees and consultants

Preferred Series A dividend

( 2,702,684 )

BALANCES, January 31, 2025

BALANCES, July 31, 2025 -

$ ( 61,237,945 )

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Condensed Statements of Stockholders’

Equity (Deficit)

For the Nine Months Ended January 31, 2024

For the Three Months Ended July 31, 2024

Series A Convertible

Series B Convertible

Note Receivable for

Subscription Receivable

BALANCES, April 30, 2024

1 unchanged sentence

$ ( 2,594,185 )

Issuance of common stock for cash, net of issuance costs

Issuance of common stock for restricted stock awards

Subscription receivable for issuance of preferred stock - related

Subscription receivable payment received

Return of common stock for note receivable - related party

( 14,876,286 )

Issuance of preferred stock for cash

Conversion of note payable and interest to preferred stock

Conversion of preferred stock to common stock

Stock-based compensation to employees and consultants

( 9,096,217 )

BALANCES, January 31, 2024

BALANCES, July 31, 2024

$ ( 54,994,819 )

4 unchanged sentences

Condensed Statements of Cash Flows

For the Nine Months Ended

For the Three Months Ended July 31,

Cash flows from operating activities:

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Prepaid expenses and other current assets

Prepaid expenses - related party

Accounts payable and accrued liabilities

( 2,285,231 )

Net cash used in operating activities

5 unchanged sentences

Cash flows from financing activities:

Net proceeds from the issuance of common stock

Net proceeds from the issuance of Series A preferred stock

Net proceeds from the issuance of Series B preferred stock - related party

Net proceeds from the issuance of preferred stock, net

Net cash provided by financing activities

Net increase (decrease) in cash

( 4,857,992 )

Net increase in cash

Cash at beginning of period

3 unchanged sentences

Conversion of Series A convertible preferred stock

Conversion of Series B convertible preferred stock

Conversion of Series C convertible preferred stock

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

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

Series A convertible preferred stock dividends

Return of common stock for note receivable - related party

$ ( 14,883,295 )

Issuance of preferred stock for subscription receivable - related party

Fair value of warrants issued for related party payable

The accompanying notes are an integral part of

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Reverse Stock Split

October 27, 2023, pursuant to the authorization provided by the Company’s stockholders at a special 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-fifteen (the “First Reverse Split”).

The First 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 First Reverse Split,

each fifteen shares of Common Stock issued and outstanding prior to the First Reverse Split were converted into one share of Common Stock.

The First Reverse Split became effective in the State of Delaware on October 31, 2023.

All share amounts in these financial statements

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

July 10, 2024, 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-ten (the “Second Reverse Split”).

The Second Reverse Split did not affect the number of

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

As a result of the Second Reverse Split,

each ten shares of Common Stock issued and outstanding prior to the Second Reverse Split were converted into one share of Common Stock.

The Second Reverse Split became effective in the State of Delaware on July 16, 2024.

All share amounts in these financial statements have

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

On July 10, 2024, 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-ten (the “First Reverse Split”).

The First 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 First Reverse Split, each ten shares of Common

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

The First Reverse Split became

effective in the State of Delaware on July 16, 2024.

All share amounts in these condensed financial statements have been updated for all

periods presented to reflect the First Reverse Split.

On 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 “Second Reverse Split”).

The Second 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 Second Reverse Split, each nine shares of Common Stock

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

The Second Reverse Split became

effective in the State of Delaware on May 12, 2025.

All share amounts in these condensed financial statements have been updated for all

periods presented to reflect the Second Reverse Split.

LIQUIDITY AND GOING CONCERN

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financial statements have been prepared on the basis that the Company will continue as a going concern.

As of January 31, 2025, the Company

As of July 31, 2025, the Company

had cash of $ 5.6 million, working capital of $ 4.9 million, an accumulated deficit of $ 61.2 million and stockholders’ equity of $ 5.3

For the three and nine months ended January 31, 2025, the Company had net losses of $ 1.0 million and $ 3.4 million, respectively.

For the nine months ended January 31, 2025, cash used in operating activities was $ 5.9 million.

Historically, the Company has financed

its operations principally through issuances of equity and debt instruments.

believes its current cash on hand is not sufficient to fund its planned operations through one year after the date the condensed financial

statements are issued.

These factors create substantial doubt about the Company’s ability to continue as a going concern for at

least one year after the date that these condensed financial statements are issued.

The Company’s inability to

continue as a going concern could have a negative impact on the Company, including its ability to obtain

needed financing.

The Company’s condensed financial statements do not include any adjustments relating to the recoverability

and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should it be unable to

continue as a going concern.

For the three months ended July 31, 2025, the Company had a net loss of $ 2.7 million.

For the three months ended July 31, 2025,

cash used in operating activities was $ 2.4 million.

Historically, the Company has financed its operations principally through issuances

of equity and debt instruments.

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 January 31, 2025, together with the anticipated receipt of funds from its “at-the-market”

offering and from the sale of its Series A and Series B Convertible Preferred Stock pursuant to the securities purchase agreements related

thereto, 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 Quarterly Report.

sufficient to fund its development and commercial operations during the twelve-month period subsequent to the issuance of the financial

statements included in this Quarterly 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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highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents.

As of January 31, 2025

As of July 31, 2025

and April 30, 2025, the Company had no cash equivalents.

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Property and Equipment,

Property and equipment

are stated at cost, net of accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated

useful life of 5 five years.

Significant additions and improvements are capitalized, while repairs and maintenance are charged to

expense as incurred.

Property and equipment are

stated at cost, net of accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated useful life

of five years.

Significant additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred.

Research and Development

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Schedule of antidilutive securities excluded from computation of earnings per share

For the Nine Months Ended January 31,

For the Three Months Ended July 31,

Stock options (1)

Restricted stock units

(1) The Company has excluded 10,000 stock options for the nine months ended January 31, 2025 and 2024, 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 FASB

ASC 260-10-45-14.

(1) The Company has excluded 1,111 stock options for the three months ended July 31, 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 FASB ASC 260-10-45-14.

Preferred Stock Classification

Management analyzes the terms

of its preferred stock using ASC Topic No.

480, Distinguishing Liabilities from Equity , to determine whether the Company’s

preferred stock should be classified as a liability or equity, and if classified as equity, permanent or temporary.

Common criteria management

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

and collateral requirements.

Segment Reporting

In the fiscal year ended April

30, 2025, the Company adopted Accounting Standard Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment

The Company operates as a single operating and reportable segment, which reflects the manner in which the Chief Operating

Decision Maker, 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

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Schedule of prepaid expenses and other current assets

January 31, 2025

July 31, 2025

April 30, 2025

3 unchanged sentences

Total prepaid expenses and other current assets

On October 22, 2024, the Company

entered into a Study Start-up Agreement with Massachusetts General Hospital (“Mass General Agreement”) in preparation for

five clinical research trials for its AL001 product candidate.

The Mass General Agreement required a prepayment of $ 514,000 .

Prepaid clinical

trial expenses at January 31, 2025 represented the unamortized portion of clinical trial expense and will be amortized as used over the

Prepaid clinical trial expenses

at July 31, 2025, represented the unamortized portion of prepaid clinical trial expense and will be amortized as used over the next six

On June 14, 2025, the Company

purchased directors’ and officers’ insurance for 12 months in the amount of $ 220,000 .

Prepaid insurance at January 31, 2025

represented the unamortized portion of directors’ and officers’ insurance.

Prepaid insurance at July 31, 2025 represented

the unamortized portion of directors’ and officers’ insurance.

STOCK-BASED COMPENSATION

2016 Stock Incentive

On April 30, 2016, the Company’s

stockholders approved the Company’s 2016 Stock Incentive Plan (the “Plan”).

The Plan provides for the issuance of a

maximum of 83,333 shares of Common Stock to be offered to the Company’s directors, officers, employees, and consultants.

1, 2019, the Company’s stockholders approved an additional 50,000 shares to be available for issuance under the Plan.

Options granted

under the Plan have an exercise price equal to or greater than the fair value of the underlying Common Stock at the date of grant and

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

The options expire between five and 10 years from the

date of grant.

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

April 30, 2016, the Company’s stockholders approved the Company’s 2016 Stock Incentive Plan (the “Plan”).

Plan provides for the issuance of a maximum of 9,259

shares of Common Stock to be offered to the Company’s directors, officers, employees, and consultants.

On March 1, 2019, the Company’s

stockholders approved an additional 5,556

shares to be available for issuance under the Plan.

Options granted under the Plan have an exercise price equal to or greater than the

fair value of the underlying Common Stock at the date of grant and become exercisable based on a vesting schedule determined at the date

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

Restricted stock awards granted under the Plan are subject

to a vesting period determined at the date of grant.

2021 Stock Incentive

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Restricted Stock.

May 2021, the Company issued restricted stock awards pursuant to the 2021 Plan to one employee.

The restricted stock award vests over

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

restricted stock award vests over 48 months.

The award requires continued service to the Company during the vesting period.

The vesting provisions of individual awards

may vary as approved by the Board.

Compensation expense for restricted stock is generally recorded based on its market value on the date

of grant and recognized ratably over the associated service and performance period.

provisions of individual awards may vary as approved by the Board.

Compensation expense for restricted stock is generally recorded based

on its market value on the date of grant and recognized ratably over the associated service and performance period.

Stock Options.

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A summary of stock option

activity for the nine months ended January 31, 2025 is presented below:

Schedule of share-based payment arrangement, option, activity

activity for the three months ended July 31, 2025 is presented below:

Schedule of stock option activity

Outstanding Options

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Options expired

Balance at January 31, 2025

Options vested and expected to vest at January 31, 2025

Options exercisable at January 31, 2025

Balance at July 31, 2025

Options vested and expected to vest at July 31, 2025

Options exercisable at July 31, 2025

The aggregate intrinsic value

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their options.

Restricted stock unit activity

for the nine months ended January 31, 2025 is presented below:

Schedule of nonvested restricted stock units activity

Weighted Average

Grant Date Fair Value

Unvested at April 30, 2024

Unvested at January 31, 2025

Performance Contingent

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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

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

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Due to the significant risks and uncertainties

associated with achieving the market-contingent awards, as of January 31, 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.

associated with achieving the market-contingent awards, as of July 31, 2025, the Company’s 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

the Company’s Phase II clinical trial of ALZN002 within four years from the grant date.

During the three months ended July 31, 2023,

management believed that it was probable that the performance condition of the completion and announcement of topline data from the Company’s

During the year ended April 30, 2023, the

Company believed that it was probable that the performance condition of the completion and announcement of topline data from the Company’s

Phase II clinical trial of AL001 would be achieved and had recognized the related stock-based compensation.

As of January 31, 2025, management

believed that the achievement of the second performance condition was not probable and, as a result, no compensation cost has been recognized

related to Phase I/IIA of ALZN002.

Performance Contingent

Stock Options Granted to TAMM Net

On March 23, 2021, the Company

issued performance-based stock options to certain team members at TAMM Net, Inc.

(“TAMM Net”) to purchase an aggregate of

3,000 shares of Common Stock at a per share exercise price of $225.00 per share, of which 50% vested upon the completion of Phase I of

AL001 on March 22, 2022, and the remaining 50% would vest upon completion of Phase I/IIA of ALZN002 by December 31, 2022.

On January 19, 2023, the Board

modified the performance criteria for these awards.

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

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

The modified performance

criteria was not met on or before March 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.

Performance Contingent

Stock Options Granted to Consultants

On October 14, 2021, the Company

issued performance-based stock options to two consultants to purchase an aggregate of 1,334 shares of Common Stock with an exercise price

of $363.00 per share, of which 333 vest upon completion of each of the Phase II clinical trials of AL001 for a BD indication, AL001 for

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

On January 19, 2023, the Board

modified the performance criteria for these awards.

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

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

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

Food and Drug Administration

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

(ii) AL001- MDD;

(iii) AL001 – PTSD;

and (iv) ALZN002 – Alzheimer’s.

During the year ended April

30, 2024, the Company filed INDs for BD, MDD and PTSD and received a “Study May Proceed” letter for BD in October 2023, MDD

in November 2023 and PTSD in December 2023.

As a result, 75% of the performance grant vested and the Company recognized stock-based compensation

related to the vesting.

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 –

As of July 31, 2025, the Company’s

management believed that the achievement of the second performance condition was not probable and, as a result, no compensation cost has

been recognized related to Phase I/IIA of ALZN002.

Stock-Based Compensation

The Company’s results

of operations, which included expenses relating to stock-based compensation for three and nine months ended January 31, 2025 and 2024,

were comprised as follows:

of operations, which included expenses relating to stock-based compensation for three months ended July 31, 2025 and 2024, were comprised

Schedule of stock-based compensation

For the Three Months Ended January 31,

For the Nine Months Ended January 31,

Research and development

For the Three Months Ended July 31,

General and administrative

As of January 31, 2025, total

As of July 31, 2025, total

unamortized stock-based compensation expense related to unvested employee and non-employee awards that were expected to vest was $ 47,000 .

The weighted-average period over which such stock-based compensation expense will be recognized was approximately 0.4 years.

During the nine months ended

January 31, 2025, the Company issued warrants to purchase an aggregate of 640,000 shares of Common Stock at an exercise price of $ 12.50

Warrant activity for

the nine months ended January 31, 2025 is presented below:

Schedule of warrant activity

Weighted Average

Exercise Price

Outstanding at April 30, 2024

Cancelled/Expired

Outstanding at January 31, 2025

There was no warrant activity

for the three months ended July 31, 2025.

The following table summarizes

information about Common Stock warrants outstanding and exercisable at January 31, 2025:

information about Common Stock warrants outstanding and exercisable at July 31, 2025:

Schedule of common stock warrants outstanding

$ 8.29 - $ 8,437.50

$ 12.00 - $ 937.50

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

July 2, 2018, the Company entered into two Standard Exclusive License Agreements with Sublicensing Terms for AL001 with the Licensor and

its affiliate, the University of South Florida (the “AL001 Licenses”), pursuant to which the Licensor granted the Company

a royalty bearing exclusive worldwide licenses limited to the field of Alzheimer’s, under United States Patent Nos.

(i) 9,840,521,

entitled “Organic Anion Lithium Ionic Cocrystal Compounds and Compositions”, filed September 24, 2015 and granted December

12, 2017, and (ii) 9,603,869, entitled “Lithium Co-Crystals for Treatment of Neuropsychiatric Disorders”, filed May 21, 2016

and granted March 28, 2017.

On February 1, 2019, the Company entered into the First Amendments to the AL001 Licenses, on March 30, 2021,

the Company entered into the Second Amendments to the AL001 Licenses and on June 8, 2023, the Company entered into the Third Amendments

to the AL001 Licenses (collectively, the “AL001 License Agreements”).

The Third Amendments to the AL001 Licenses modified

the timing of the payments of the license fees.

AL001 License Agreements require that the Company pay combined royalty payments of 4.5 % on net sales of products developed from

the licensed technology for AL001.

On July 2, 2018, the Company

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

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

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

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

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

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

1, 2019, the Company entered into the First Amendments to the AL001 Licenses, on March 30, 2021, the Company entered into the Second Amendments

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

License Agreements”).

The Third Amendments to the AL001 Licenses modified the timing of the payments for the license fees.

The AL001 License Agreements

require that the Company pay combined royalty payments of 4.5% on net sales of products developed from the licensed technology

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

As an additional

licensing fee for the license of the AL001 technologies, the Licensor received 14,853 shares of Common Stock.

Minimum royalties for

AL001 License Agreements are $ 40,000 on the first anniversary of the first commercial sale, $ 80,000 on the second anniversary

of the first commercial sale and $ 100,000 on the third anniversary of the first commercial sale and every year thereafter, for the

life of the AL001 License Agreements.

May 1, 2016, the Company entered into a Standard Exclusive License Agreement with Sublicensing Terms for ALZN002 with the Licensor (the

“ALZN002 License”), pursuant to which the Licensor granted the Company a royalty-bearing exclusive worldwide license limited

to the field of Alzheimer’s Immunotherapy and Diagnostics, under United States Patent No.

8,188,046, entitled “Amyloid Beta

Peptides and Methods of Use,” filed April 7, 2009 and granted May 29, 2012.

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

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

2019, the Company entered into the Third Amendment to the ALZN002 License, on January 24, 2020, the Company entered into the Fourth Amendment

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

Company entered into the Sixth Amendment to the ALZN002 License and on December 11, 2023, the Company entered into the Seventh Amendment

to the ALZN002 License (collectively, the “ALZN002 License Agreement”).

The Seventh Amendment to the ALZN002 License modified

the timing of the payments of the license fees.

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

technology for ALZN002.

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

As an additional licensing

fee for the license of ALZN002, the Licensor received 24,012 shares of Common Stock.

Minimum royalties for ALZN002 are $ 20,000 on

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

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

November 19, 2019, the Company entered into two Standard Exclusive License Agreements with Sublicensing Terms for two additional indications

of AL001 with the Licensor (the “November AL001 License”), pursuant to which the Licensor granted the Company a royalty bearing

exclusive worldwide licenses limited to the fields of (i) neurodegenerative diseases excluding Alzheimer’s and (ii) psychiatric

diseases and disorders.

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

2023, the Company entered into the Second Amendments to the November AL001 License (collectively, the “November AL001 License Agreements”).

The Second Amendments to the November AL001 License modified the timing of the payments for the license fees.

November AL001 License Agreements require the Company to pay royalty payments of 3 % on net sales of products developed from

the licensed technology for AL001 in those fields.

As an additional licensing fee for the

license of the AL001 technologies, the Licensor received 1,650 shares of Common Stock.

Minimum royalties for AL001 License Agreements

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

sale and $100,000 on the third anniversary of the first commercial sale and every year thereafter, for the life of the AL001 License

On May 1, 2016, the Company

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

pursuant to which the Licensor granted the Company a royalty bearing exclusive worldwide license limited to the field of Alzheimer’s

Immunotherapy and Diagnostics, under United States Patent No.

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

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

On August 18, 2017, the Company entered into the First Amendment to the ALZN002 License,

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

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

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

Amendment to the ALZN002 License and on December 11, 2023, the Company entered into the Seventh Amendment to the ALZN002 License (collectively,

the “ALZN002 License Agreement”).

The Seventh Amendment to the ALZN002 License modified the timing of the payments for the

license fees.

The ALZN002 License Agreement

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

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

As an additional licensing fee for the license of ALZN002,

the Licensor received 2,668 shares of Common Stock.

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

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

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

On November 19, 2019, the

Company entered into two Standard Exclusive License Agreements with Sublicensing Terms for two additional indications of AL001 with the

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

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

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

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

Amendments to the November AL001 License modified the timing of the payments for the license fees.

The November AL001 License

Agreements require the Company to pay royalty payments of 3% on net sales of products developed from the licensed technology

for AL001 in those fields.

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

Minimum royalties for November AL001 License Agreements are $ 40,000 on the first anniversary of the first commercial sale, $ 80,000 on

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

year thereafter, for the life of the November AL001 License Agreements.

license agreements have an indefinite term that continue until the later of the date no licensed patent under the applicable agreement

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

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

Under the various

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

Licensor was also granted a preemptive right to acquire such shares or other equity securities that may be issued from time to time by

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

Additionally,

the Company is required to complete milestones and make payments on the due dates to the Licensor for the license of the AL001 technologies

and for the ALZN002 technology, as follows:

Minimum royalties

for November AL001 License Agreements are $40,000 on the first anniversary of the first commercial sale, $80,000 on the second

anniversary of the first commercial sale and $100,000 on the third anniversary of the first commercial sale and every year thereafter,

for the life of the November AL001 License Agreements.

These license agreements have

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

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

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

Under the various license agreements,

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

The Licensor was also granted

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

remains the owner of any equity securities of the Company.

Additionally, the Company

is required to pay milestone payments on the due dates to the Licensor for the license of the AL001 technologies and for the ALZN002 technology,

Original AL001 Licenses:

Schedule of contractual obligation, fiscal year maturity

Completed September 2019

Pre-IND meeting

Completed June 2021

IND application filing

Completed December 2021

Upon first dosing of patient in a clinical trial

Completed March 2022

Upon completion of first clinical trial

Pre-IND Meeting - Completed September 2019

IND application filing - Completed June 2021

Upon first dosing of patient in a clinical trial - Completed December 2021

Upon completion of first clinical trial - Completed March 2022

Upon first patient treated in a Phase III clinical trial

8 years from the effective date of the agreement

Upon FDA new drug application approval

* Milestone met and payment made

Upon FDA NDA approval

* Milestone met and completed

ALZN002 License:

Completed January 2022

Upon IND application - Completed January 2022

Upon first dosing of patient in first Phase I clinical trial

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Upon first commercial sale

* Milestone met and payment made

AL001 Licenses:

* Milestone met and completed

Additional AL001 Licenses:

Upon first patient treated in a Phase III clinical trial

August 1, 2029

First commercial sale

EQUITY TRANSACTIONS

Company is authorized to issue 10,000,000 shares of Preferred Stock, $ 0.0001 par value.

The Board has designated 3,000 shares as Series

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

The rights, preferences, privileges and restrictions

on the remaining authorized 9,991,000 shares of Preferred Stock have not been determined.

The Board is authorized to create a new series

of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or

imposed upon any series of preferred shares.

Series A Convertible

Preferred Stock

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

of up to 2,500 shares of Series A Convertible Preferred Stock and warrants to purchase shares up to 2,000,000 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.

On August 19, 2024, the Company

sold 200 shares of Series A Convertible Preferred Stock and warrants to purchase 160,000 shares of Common Stock with an exercise price

of $ 12.50 to Orchid, for a total purchase price of $ 2.0 million.

The purchase price was paid in

On August 21, 2024, the Company

sold 250 shares of Series A Convertible Preferred Stock and warrants to purchase 200,000 shares of Common Stock with an exercise price

of $ 12.50 to Orchid, for a total purchase price of $ 2.5 million less $100,000 discount.

price was paid in cash.

On September 11, 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 to Orchid, for a total purchase price of $ 1.0 million.

The purchase price was paid

Series A Convertible Preferred Stock has a stated value of $10,000 per share and holders

of the Series A Convertible Preferred Stock are entitled to cumulative cash dividends at an annual rate of 15%, or $1,500.00 per share

(“Dividend Amount”), based on the stated value per share.

Notwithstanding the foregoing, for as long as any share(s) of Series

A Preferred Stock shall remain outstanding, the Dividend Amount shall be paid either in shares of Series A Preferred Stock or cash, at

Orchid’s discretion, in each case equal to the Dividend Amount.

Each share of Series A Convertible Preferred Stock is convertible

into shares of Common Stock based on the conversion price (“Series A Conversion Price”), which is defined as (a) the state

value of the Series A Preferred Stock being converted pus all accrued but unpaid dividends, divided by (b) the greater of (i) $2.50 per

share (the “Series A Floor Price”), and (ii) the lesser of (A) $15.00 and (B) 80% of the lowest closing price of the Common

Stock during the three trading days immediately prior to the date of the conversion.

The Series A Conversion Price is 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, but not below

the Series A Floor Price.

The Series A Floor Price shall, however, be adjusted for stock splits, stock dividends, combinations or similar

transactions.

The holders of the Series A Convertible Preferred Stock are 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 Series A Conversion Price, for purposes of determining the number of votes the

holder of Series A Convertible Preferred Stock is entitled to cast, shall not be lower than $5.63 (the “Series A Voting Floor Price”),

which represents the closing sale price of the Common Stock on the trading day immediately prior to the execution date of the Old Orchid

The Series A Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.

Upon a liquidation event, the holders of Series A Convertible Preferred Stock receive a liquidation preference ahead of holders of Common

The Company is authorized

to issue 10,000,000 shares of Preferred Stock, $ 0.0001 par value.

The Board has designated 6,000 shares as Series B Convertible Preferred

Stock and 1,000 shares as Series C Convertible Preferred Stock.

The rights, preferences, privileges and restrictions on the remaining

authorized 9,993,000 shares of Preferred Stock have not been determined.

The Board is authorized to create a new series of preferred shares

and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series

of preferred shares.

On 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.

Series B Convertible

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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 the Company’s

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

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

and Ault Lending, LLC (“Ault Lending”), a related party due to common management, 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.

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

1 unchanged sentence

of $ 108.00 , 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 .

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 .

On 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 .

sold 780 shares of Series B Convertible Preferred Stock and warrants to purchase 8,667 shares of Common Stock with an exercise price of

$ 108.00 , for a total purchase price of $ 780,000 .

On 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 .

Series B Convertible Preferred Stock has a stated value of $1,000 per share (“Stated

Value”) and does not accrue dividends.

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

shares of Common Stock determined by dividing the Stated Value by $10.00 (the “Series

B Conversion Price”).

The Series B Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price

per share lower than the Series B Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations

or similar events.

The holders of the Series B Convertible Preferred Stock are 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 Company Law and Nasdaq, provided, however, that

for purposes of complying with Nasdaq regulations, the Series B Conversion Price, for purposes of determining the number of votes the

holder of Series B Convertible Preferred Stock is entitled to cast, shall not be lower than $8.73 (the “Series B Voting Floor Price”),

which represents the closing sale price of the Common Stock on the trading day immediately prior to the Execution Date.

The Series B Voting

Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.

Upon a liquidation

event the holders of Series B Convertible Preferred Stock receive a liquidation preference ahead of holders of Common Stock.

sold 100 shares of Series B Convertible Preferred Stock and warrants to purchase 1,111 shares of Common Stock with an exercise price of

$ 108.00 , for a total purchase price of $ 100,000 .

The Series B Convertible Preferred

Stock has a stated value of $1,000 per share (“Stated Value”) and does not accrue dividends.

Each share of Series B Convertible

Preferred Stock is convertible into a number of shares of Common Stock determined by dividing the Stated Value by $90.00 (the “Conversion

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

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

of the Series B Convertible Preferred Stock are 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 Company 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 B Convertible Preferred Stock

is entitled to cast, shall not be lower than $78.57 (the “Voting Floor Price”), which represents the closing sale price of

the Common Stock on the trading day immediately prior to the Execution Date.

The Voting Floor Price shall be adjusted for stock dividends,

stock splits, stock combinations and other similar transactions.

Upon a liquidation event the holders of Series B Convertible Preferred

Stock receive a liquidation preference ahead of common stockholders.

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

1 unchanged sentence

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

At-the-Market Offering

On October 3, 2024, the Company

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

agent to sell shares of its Common Stock, having an aggregate offering price of up to approximately $6.5 million from time to time, through

the ATM Offering.

On October 3, 2024, the Company filed a prospectus supplement with the SEC relating to the offer and sale of up to approximately

$6.5 million in shares of Common Stock in the ATM Offering.

The offer and sale of the

shares is being 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 nine months ended

January 31, 2025, the Company sold an aggregate of 1,321,468 shares of Common Stock pursuant to the ATM Offering for gross proceeds of

$ 2.0 million and net proceeds of $ 1.9 million.

Old Orchid SPA

During the nine months ended

January 31, 2025, Orchid converted 712.0133 shares of Series A Convertible Preferred Stock into 3,787,284 shares of Common Stock.

RELATED PARTY TRANSACTIONS

In connection with the Old

Orchid SPA, the Company agreed to pay Ault Lending 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.

During the nine months ended January

31, 2025, origination fees due to Ault Lending were $ 400,000 .

During the three months ended

July 31, 2025, Ault Lending converted 564.75528 shares of Series B Convertible Preferred Stock into 243,429 shares of Common Stock.

C Convertible Preferred Stock

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.

fair 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.

The 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

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 three months ended

July 31, 2025, Orchid converted 575.7176 shares of Series C Convertible Preferred Stock into 2,117,699 shares of Common Stock.

SUBSEQUENT EVENTS

From February 1, 2025 to March

7, 2025, the Company sold an aggregate of 800,673 shares of Common Stock pursuant to the ATM Offering for gross proceeds of $ 869,000 and

net proceeds of $ 843,000 .

On February 28, 2025, the

Company and Orchid entered into a securities purchase & exchange agreement (the “New Orchid SPA”) for the (i) exchange

of 97.7511 shares of Series A Convertible Preferred Stock for an equal number of shares of the Company’s Series C convertible preferred

stock (the “Series C Convertible Preferred Stock”) and (ii) purchase of up to 500 shares of Series C Convertible

Preferred Stock and warrants to purchase up to 1,000,000 shares of Common Stock in several tranche closings .

Company filed a certificate of designations, designating 1,000 shares of preferred stock as Series C Convertible Preferred Stock.

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

of the Series C Convertible Preferred Stock are entitled to the Dividend Amount, based on the stated value per share.

Notwithstanding

the foregoing, for as long as any share(s) of Series C Preferred Stock shall remain outstanding, the Dividend Amount shall be paid either

in shares of Series C Preferred Stock or cash, at Orchid’s discretion, in each case equal to the Dividend Amount.

Each share of

Series C Convertible Preferred Stock is convertible into such number of shares of Common Stock equal to (x) the stated value of the Series

C Convertible Preferred Stock being converted plus all accrued but unpaid dividends, divided by (y) the greater of (i) $0.10 per share

(the “Series C Floor Price”), and (ii) the lesser of (A) $15.00 and (B) 80% of the lowest closing price of the Common Stock

during the three (3) trading days immediately prior to the date of conversion (the “ Series C Conversion

Each share of Series C Convertible Preferred Stock is convertible into shares of Common Stock based on the

Series C Conversion Price .

The Series C Conversion

Price is 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, but not below the Series C Floor Price.

The Series C Floor Price Floor Price shall, however, be adjusted

for stock splits, stock dividends, combinations or similar transactions.

The holders of the Series C Convertible Preferred Stock are 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 Series C 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 $0.8375 (the “Series C Voting Floor Price”), which represents the closing sale price of the Common Stock on the trading

day immediately prior to the execution date of the New Orchid SPA.

The Series C Voting Floor Price shall be adjusted for stock dividends,

stock splits, stock combinations and other similar transactions.

Upon a liquidation event, the holders of Series C Convertible Preferred

Stock receive a liquidation preference ahead of holders of Common Stock.

On March 3, 2025, Orchid exchanged

the 97.7511 shares of Series A Convertible Preferred Stock it owned for an equal number of shares of Series C Convertible Preferred Stock

(the “Exchange”).

In addition, in connection with the Exchange, Orchid received from the Company warrants to purchase 1,000,000

shares of Common Stock and the Company canceled all of Orchid’s warrants previously issued to it, which were exercisable for an

aggregate of 640,000 shares of Common Stock.

Finally, as a result of the Exchange, the Old Orchid SPA, and all rights and obligations

thereunder, were canceled.

Management has evaluated events

through the date the financial statement were available to be issued and determined that there have been no other events that occurred

that would require adjustment to our disclosures in the condensed financial statements.

Management has evaluated subsequent

events through the date the financial statements were issued.

Management has determined that there are no such events that warrant disclosure

or recognition in the condensed financial statements presented herein.

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

What changed 10-Q

Item 1. Financial Statements