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Item 1. Financial Statements

2025-12-09 compared with 2025-09-10 · 280 added, 223 removed, 454 unchanged (53% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

July 31, 2025

October 31, 2025

April 30, 2025

2 unchanged sentences

TOTAL CURRENT ASSETS

Property and equipment, net

Property, plant and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

4 unchanged sentences

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;

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

Series B Convertible Preferred Stock;

designated and nil 0

issued and outstanding as of October 31, 2025 and 6,000 shares designated, $ 1,000

stated value per share, and 2,100

issued and outstanding as of April 30, 2025

Common stock, $ 0.0001 par value:

300,000,000 shares authorized;

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

3,801,604 and 778,733 issued and outstanding as of October 31,

2025 and April 30, 2025, respectively

Additional paid-in capital

8 unchanged sentences

Condensed Statements of Operations

For the Three Months Ended July 31,

For the Three Months Ended October 31,

For the Six Months Ended October 31,

OPERATING EXPENSES

4 unchanged sentences

( 1,358,068 )

( 3,698,310 )

( 2,320,473 )

OTHER EXPENSE, NET

3 unchanged sentences

( 1,361,563 )

( 3,703,442 )

( 2,335,974 )

Dividends on preferred shares

NET LOSS AVAILABLE TO COMMON SHARES

$ ( 1,000,758 )

$ ( 1,415,214 )

$ ( 3,703,442 )

$ ( 2,389,625 )

Basic and diluted net loss per common share

4 unchanged sentences

Condensed Statements of Stockholders’

For the Three Months Ended July 31, 2025

For the Three Months Ended October 31, 2025

Series B Convertible

BALANCES, July 31, 2025 -

$ ( 61,237,945 )

Conversion of preferred stock to common stock

Stock-based compensation to employees and consultants

( 1,000,758 )

BALANCES, October 31, 2025 -

$ ( 62,238,703 )

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 October 31, 2024

Series A Convertible

Series B Convertible

BALANCES, July 31, 2024

$ ( 54,994,819 )

$ ( 1,212,319 )

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

Conversion of preferred stock to common stock

Stock-based compensation to employees and consultants

( 1,415,214 )

BALANCES, October 31, 2024

$ ( 56,410,033 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

Alzamend Neuro, Inc.

Condensed Statements of Stockholders’

For the Six Months Ended October 31, 2025

Series B Convertible

Series C Convertible

1 unchanged sentence

$ ( 58,535,261 )

Issuance of preferred stock for cash, net of issuance

3 unchanged sentences

( 3,703,442 )

BALANCES, July 31, 2025 -

BALANCES, October 31, 2025

$ ( 62,238,703 )

3 unchanged sentences

Condensed Statements of Stockholders’

For the Three Months Ended July 31, 2024

For the Six Months Ended October 31, 2024

Series A Convertible

3 unchanged sentences

$ ( 2,594,185 )

Issuance of common stock for cash, net of issuance

Issuance of preferred stock for cash

Conversion of note payable and interest to preferred stock

Issuance of common stock for restricted stock awards

Conversion of note payable and interest to preferred

Conversion of preferred stock to common stock

Stock-based compensation to employees and consultants

BALANCES, July 31, 2024

( 2,389,625 )

BALANCES, October 31, 2024

$ ( 56,410,033 )

The accompanying notes are an integral part of

2 unchanged sentences

Condensed Statements of Cash Flows

For the Three Months Ended July 31,

For the Six Months Ended October 31,

Cash flows from operating activities:

8 unchanged sentences

Accounts payable and accrued liabilities

( 1,668,953 )

Net cash used in operating activities

5 unchanged sentences

Cash flows from financing activities:

Net proceeds from the issuance of preferred stock, net

Net proceeds from the issuance of common stock

Net proceeds from the issuance of preferred stock

Net cash provided by financing activities

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vaccine that seeks to restore the ability of a patient’s immunological system to combat Alzheimer’s, known as ALZN002, through

a royalty-bearing exclusive worldwide license from the same Licensor.

The Company is devoting substantially

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

The Company has not generated any

product revenue to date.

The Company has financed its operations to date primarily through debt financings and through the sale of its

common stock, par value $ 0.0001 per share (“Common Stock”) and its preferred stock, par value $ 0.0001 per share.

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

a royalty-bearing exclusive worldwide license from the Licensor.

The Company devotes

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

The Company has

not generated any product revenue to date.

The Company has financed its operations to date primarily through debt financings and

through the sale of its common stock, par value $ 0.0001

per share (“Common Stock”) and its preferred stock, par value $ 0.0001

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

Reverse Stock 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.

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.

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.

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

The accompanying condensed

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

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 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

The accompanying

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

As of October 31,

2025, the Company had cash of $ 4.4 million, working

capital of $ 4.0 million, an

accumulated deficit of $ 62.2

million and stockholders’ equity of $ 4.4

For the three and six months ended October 31, 2025, the Company had net losses of $ 1.0

million and $ 3.7 million, respectively.

For the six months ended October 31, 2025, cash used in operating activities was

$ 3.5 million.

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

Management 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

42 unchanged sentences

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

As of July 31, 2025

As of October 31, 2025

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

81 unchanged sentences

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

The following sets forth the

number of shares of Common Stock underlying outstanding stock options, restricted stock units and warrants that have been excluded from

the computation of loss per common share:

The following sets forth

the number of shares of Common Stock underlying outstanding stock options, restricted stock units and warrants that have been excluded

from the computation of loss per common share:

Schedule of antidilutive securities excluded from computation of earnings per share

For the Three Months Ended July 31,

For the Three Months Ended October 31,

Stock options (1)

Restricted stock units

(1) The Company has excluded 1,111 stock options for the three months ended July 31, 2024, with an exercise

(1) The Company has excluded 1,111 stock options for the six months ended October 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

6 unchanged sentences

Common criteria management

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

and collateral requirements.

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

rights and collateral requirements.

Segment Reporting

22 unchanged sentences

Schedule of prepaid expenses and other current assets

July 31, 2025

October 31, 2025

April 30, 2025

4 unchanged sentences

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

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

On June 14, 2025, the Company

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

Prepaid insurance at July 31, 2025 represented

the unamortized portion of directors’ and officers’ insurance.

Prepaid insurance at October 31, 2025

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

STOCK-BASED COMPENSATION

2016 Stock Incentive

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.

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 9,259 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 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 of grant.

The options expire between five and 10 years from the

date of grant.

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

2021 Stock Incentive

36 unchanged sentences

A summary of stock option

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

activity for the six months ended October 31, 2025 is presented below:

Schedule of stock option activity

5 unchanged sentences

Options expired

Balance at July 31, 2025

Options vested and expected to vest at July 31, 2025

Options exercisable at July 31, 2025

Balance at October 31, 2025

Options vested and expected to vest at October 31, 2025

Options exercisable at October 31, 2025

The aggregate intrinsic value

21 unchanged sentences

Due to the significant risks and uncertainties

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

associated with achieving the market-contingent awards, as of October 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 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

Compensation Committee of the Board granted 1,481 performance-based stock options 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

1 unchanged sentence

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 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.

Company management 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.

October 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 months ended July 31, 2025 and 2024, were comprised

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

were comprised as follows:

Schedule of stock-based compensation

For the Three Months Ended July 31,

For the Three Months Ended October 31,

For the Six Months Ended October 31,

General and administrative

As of July 31, 2025, total

As of October 31, 2025, total

unamortized stock-based compensation expense related to unvested employee and non-employee awards that were expected to vest was $ 16,000 .

The weighted-average period over which such stock-based compensation expense will be recognized was approximately 0.1 years.

There was no warrant activity

for the three months ended July 31, 2025.

Warrant activity for the

six months ended October 31, 2025 is presented below:

Schedule of warrant activity

Weighted Average

Exercise Price

Outstanding at April 30, 2025

Cancelled/Expired

Outstanding at October 31, 2025

The following table summarizes

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

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

Schedule of common stock warrants outstanding

2 unchanged sentences

Contractual Obligations

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

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 for 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.

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 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.

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 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 for 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 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.

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.

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.

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,

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 pay milestone payments on the due dates to the Licensor for the license of the AL001 technologies and for the

ALZN002 technology, as follows:

Original AL001 Licenses:

18 unchanged sentences

EQUITY TRANSACTIONS

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.

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

As of October 31, 2025, the rights, preferences,

privileges and restrictions of Preferred Stock have not been determined.

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

1 unchanged sentence

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.

July 9, 2025, the Company filed a Certificate of Elimination to eliminate the Company’s Series A Convertible Preferred Stock.

shares that were designated as Series A Convertible Preferred Stock were returned to the status of authorized but unissued.

October 14, 2025, the Company filed a Certificate of Elimination to eliminate the Company’s Series B Convertible Preferred Stock.

The shares that were designated as Series B Convertible Preferred Stock were returned to the status of authorized but unissued.

October 14, 2025, the Company filed a Certificate of Elimination to eliminate the Company’s Series C Convertible Preferred Stock.

The shares that were designated as Series C Convertible Preferred Stock were returned to the status of authorized but unissued.

Series B Convertible

1 unchanged sentence

On January 31, 2024, the Company

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.

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.

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

29 unchanged sentences

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

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.

During the six months ended

October 31, 2025, Ault Lending converted 2,100 shares of Series B Convertible Preferred Stock into 905,172 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.”

February 28, 2025, the Company and Orchid Finance, LLC (“Orchid”) entered into the Securities Purchase and Exchange

Agreement (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.

In addition, 97.7511 shares of Series A Convertible Preferred

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

The fair market value of the warrants on the date of

issuance was $ 577,073 .

Between April 28, 2025, and

June 13, 2025, the Company sold 500 shares of Series C Convertible Preferred Stock for a total purchase price of $ 5.0 million.

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

17 unchanged sentences

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.

During the six months ended

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

SUBSEQUENT EVENTS

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.

2025 Stock Incentive Plan and Option Grants

On November 13, 2025, the

Company’s Board of Directors approved and adopted the Company’s 2025 Stock Incentive Plan (“2025 Plan”).

Plan provides for the issuance of a maximum of 1.6 million shares of Common Stock to be offered to eligible individuals of (1) stock options

(incentive and non-statutory), (2) restricted stock, (3) stock appreciation rights, or SARs, (4) restricted stock units, and (5) other

stock-based compensation.

The 2025 Plan is subject to stockholders’ approval and will be submitted to stockholders at a meeting

of stockholders for their approval and adoption.

On November 13, 2025, the

Board also approved grants of 1.59 million options to purchase shares of Common Stock at an exercise price of $ 2.32 , which includes grants

of 1.21 million options to directors and executive officers, subject to the approval of the 2025 Plan by stockholders.

Vesting for all

1.59 million grants is 50% upon stockholder approval and 50% in equal monthly installments thereafter over the next 24 months.

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