Alzamend Neuro, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Alzamend Neuro, Inc. Condensed Balance Sheets January 31, 2026 April 30, 2025 (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 2,713,139 $ 3,948,658 Prepaid expenses and other current assets 986,143 228,719 TOTAL CURRENT ASSETS 3,699,282 4,177,377 Property and equipment, net 342,551 425,606 TOTAL ASSETS $ 4,041,833 $ 4,602,983 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 1,857,328 $ 634,761 TOTAL LIABILITIES, ALL CURRENT 1,857,328 634,761 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Series B Convertible Preferred Stock, $ 1,000 stated value per share, nil 0 and 6,000 shares designated; nil 0 and 2,100 issued and outstanding as of January 31, 2026 and April 30, 2025, respectively - - Common stock, $ 0.0001 par value: 300,000,000 shares authorized; 3,804,741 and 778,733 issued and outstanding as of January 31, 2026 and April 30, 2025, respectively 380 78 Additional paid-in capital 66,621,819 62,503,405 Accumulated deficit ( 64,437,694 ) ( 58,535,261 ) TOTAL STOCKHOLDERS’ EQUITY 2,184,505 3,968,222 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 4,041,833 $ 4,602,983 The accompanying notes are an integral part of these unaudited condensed financial statements. 3 Alzamend Neuro, Inc. Condensed Statements of Operations (Unaudited) For the Three Months Ended January 31, For the Nine Months Ended January 31, 2026 2025 2026 2025 OPERATING EXPENSES Research and development $ 1,278,629 $ 447,111 $ 3,195,779 $ 964,771 General and administrative 919,025 590,304 2,700,185 2,393,117 Total operating expenses 2,197,654 1,037,415 5,895,964 3,357,888 Loss from operations ( 2,197,654 ) ( 1,037,415 ) ( 5,895,964 ) ( 3,357,888 ) OTHER EXPENSE, NET Interest expense ( 1,337 ) ( 2,019 ) ( 6,469 ) ( 17,520 ) Total other expense, net ( 1,337 ) ( 2,019 ) ( 6,469 ) ( 17,520 ) NET LOSS ( 2,198,991 ) ( 1,039,434 ) ( 5,902,433 ) ( 3,375,408 ) Dividends on preferred shares - ( 33,728 ) - ( 87,379 ) NET LOSS AVAILABLE TO COMMON SHARES $ ( 2,198,991 ) $ ( 1,073,162 ) $ ( 5,902,433 ) $ ( 3,462,787 ) Basic and diluted net loss per common share $ ( 0.58 ) $ ( 1.75 ) $ ( 1.89 ) $ ( 9.54 ) Basic and diluted weighted average common shares outstanding 3,804,741 611,978 3,122,090 362,863 The accompanying notes are an integral part of these unaudited condensed financial statements. 4 Alzamend Neuro, Inc. Condensed Statements of Stockholders’ Equity For the Three Months Ended January 31, 2026 (Unaudited) Additional Common Stock Paid-In Accumulated Shares Amount Capital Deficit Total BALANCES, October 31, 2025 - - 3,804,741 - $ 380 $ 66,612,519 $ ( 62,238,703 ) $ 4,374,196 Stock-based compensation to employees and consultants - - 9,300 - 9,300 Net loss - - - - - - ( 2,198,991 ) ( 2,198,991 ) BALANCES, January 31, 2026 - - 3,804,741 - $ 380 $ 66,621,819 $ ( 64,437,694 ) $ 2,184,505 The accompanying notes are an integral part of these unaudited condensed financial statements. 5 Alzamend Neuro, Inc. Condensed Statements of Stockholders’ Equity For the Three Months Ended January 31, 2025 (Unaudited) Series A Convertible Series B Convertible Additional Preferred Stock Preferred Stock Common Stock Paid-In Accumulated Shares Amount Shares Amount Shares Amount Capital Deficit Total BALANCES, October 31, 2024 88 $ - 2,100 $ - 581,249 $ 58 $ 60,109,292 $ ( 56,356,382 ) $ 3,752,968 Issuance of common stock for cash, net of issuance costs - - - - 62,842 6 688,694 - 688,700 Stock-based compensation to employees and consultants - - - - - - 81,277 - 81,277 Preferred Series A dividend - - - - - - ( 33,728 ) - ( 33,728 ) Net loss - - - - - - - ( 1,039,434 ) ( 1,039,434 ) BALANCES, January 31, 2025 88 $ - 2,100 $ - 644,091 $ 64 $ 60,845,535 $ ( 57,395,816 ) $ 3,449,783 The accompanying notes are an integral part of these unaudited condensed financial statements. 6 Alzamend Neuro, Inc. Condensed Statements of Stockholders’ Equity For the Nine Months Ended January 31, 2026 (Unaudited) Series B Convertible Series C Convertible Additional Preferred Stock Preferred Stock Common Stock Paid-In Accumulated Shares Amount Shares Amount Shares Amount Capital Deficit Total BALANCES, April 30, 2025 2,100 $ - 151 $ - 778,733 $ 78 $ 62,503,405 $ ( 58,535,261 ) $ 3,968,222 Issuance of preferred stock for cash, net of issuance costs - - 425 - - - 4,035,000 - 4,035,000 Conversion of preferred stock to common stock ( 2,100 ) - ( 576 ) - 3,026,008 302 ( 302 ) - - Stock-based compensation to employees and consultants - - - - - - 83,716 - 83,716 Net loss - - - - - - - ( 5,902,433 ) ( 5,902,433 ) BALANCES, January 31, 2026 - $ - - $ - 3,804,741 $ 380 $ 66,621,819 $ ( 64,437,694 ) $ 2,184,505 The accompanying notes are an integral part of these unaudited condensed financial statements. 7 Alzamend Neuro, Inc. Condensed Statements of Stockholders’ Deficit For the Nine Months Ended January 31, 2025 (Unaudited) Series A Convertible Series B Convertible Additional Preferred Stock Preferred Stock Common Stock Paid-In Accumulated Shares Amount Shares Amount Shares Amount Capital Deficit Total BALANCES, April 30, 2024 - $ - 2,100 $ - 76,444 $ 8 $ 51,426,215 $ ( 54,020,408 ) $ ( 2,594,185 ) Issuance of common stock for cash, net of issuance costs - - - - 146,829 14 1,862,910 - 1,862,924 Issuance of common stock for restricted stock awards - - - - 9 - - - - Issuance of preferred stock for cash 800 - - - - - 7,088,644 - 7,088,644 Conversion of note payable and interest to preferred stock - - - - - - 311,356 - 311,356 Conversion of preferred stock to common stock ( 712 ) - - - 420,809 42 ( 42 ) - - Stock-based compensation to employees and consultants - - - - - - 243,831 - 243,831 Preferred Series A dividend - - - - - - ( 87,379 ) - ( 87,379 ) Net loss - - - - - - - ( 3,375,408 ) ( 3,375,408 ) BALANCES, January 31, 2025 88 $ - 2,100 $ - 644,091 $ 64 $ 60,845,535 $ ( 57,395,816 ) $ 3,449,783 The accompanying notes are an integral part of these unaudited condensed financial statements. 8 Alzamend Neuro, Inc. Condensed Statements of Cash Flows (Unaudited) For the Nine Months Ended January 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 5,902,433 ) $ ( 3,375,408 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 83,055 38,055 Interest expense - debt discount - 9,286 Stock-based compensation to employees and consultants 83,716 243,831 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 757,424 ) ( 510,014 ) Accounts payable and accrued liabilities 1,222,567 ( 2,285,231 ) Net cash used in operating activities ( 5,270,519 ) ( 5,879,481 ) Cash flows from investing activities: Purchase of equipment - ( 90,000 ) Net cash used in investing activities - ( 90,000 ) Cash flows from financing activities: Net proceeds from the issuance of common stock - 1,862,924 Net proceeds from the issuance of preferred stock 4,035,000 7,088,644 Net cash provided by financing activities 4,035,000 8,951,568 Net (decrease) increase in cash ( 1,235,519 ) 2,982,087 Cash at beginning of period 3,948,658 376,048 Cash at end of period $ 2,713,139 $ 3,358,135 Supplemental disclosures of cash flow information: Non-cash financing activities: Conversion of Series A convertible preferred stock $ - $ 7,120,133 Conversion of Series B convertible preferred stock $ 2,100,000 $ - Conversion of Series C convertible preferred stock $ 5,757,176 $ - Fair value of warrants issued in connection with Series A convertible preferred stock $ - $ 1,635,489 Series A convertible preferred stock dividends $ - $ 87,379 Conversion of note payable and accrued interest into Series B convertible preferred stock $ - $ 311,356 The accompanying notes are an integral part of these unaudited condensed financial statements. 9 Alzamend Neuro, Inc. Notes to Unaudited Condensed Financial Statements 1. DESCRIPTION OF BUSINESS Organization Alzamend Neuro, Inc. (the “Company” or “Alzamend”), is a clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s disease (“Alzheimer’s”), bipolar disorder (“BD”), major depressive disorder (“MDD”) and post-traumatic stress disorder (“PTSD”). With two current product candidates, Alzamend aims to bring treatments or cures to market at a reasonable cost as quickly as possible. The Company’s current pipeline consists of two novel therapeutic drug candidates: (i) a patented ionic cocrystal technology delivering a therapeutic combination of lithium, proline and salicylate, known as AL001, through two royalty-bearing exclusive worldwide licenses from the University of South Florida Research Foundation, Inc., as licensor (the “Licensor”); and (ii) a patented method using a mutant peptide sensitized cell as a cell-based therapeutic vaccine that seeks to restore the ability of a patient’s immunological system to combat Alzheimer’s, known as ALZN002, through 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 per share. The Company expects to continue to incur net losses for 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. 2. 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 January 31, 2026, the Company had cash of $ 2.7 million, working capital of $ 1.8 million, an accumulated deficit of $ 64.4 million and stockholders’ equity of $ 2.2 million. For the three and nine months ended January 31, 2026, the Company had net losses of $ 2.2 million and $ 5.9 million, respectively. For the nine months ended January 31, 2026, cash used in operating activities was $ 5.3 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 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. The Company 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. 10 3. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim reports of companies filing as a smaller reporting company. These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended April 30, 2025, filed with the SEC on July 22, 2025. In the opinion of management, the accompanying condensed interim financial statements include all adjustments necessary in order to make the condensed financial statements not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. Certain notes to the condensed financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Company’s Report on Form 10-K have been omitted. The accompanying condensed balance sheet at April 30, 2025 has been derived from the audited balance sheet at April 30, 2025 contained in such Form 10-K. Accounting Estimates The preparation of condensed financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. The Company’s significant accounting policies that involve significant judgment and estimates include stock-based compensation, warrant valuation, and valuation of deferred income taxes. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents. As of January 31, 2026 and April 30, 2025, the Company had no cash equivalents. Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from imbedded derivatives associated with certain warrants to purchase Common Stock. Property and Equipment, Net 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 Expenses Research and development costs are expensed as incurred. Research and development costs consist of scientific consulting fees, clinical trial fees and lab supplies, as well as fees paid to other entities that conduct certain research and development activities on behalf of the Company. The Company has acquired and may continue to acquire the rights to develop and commercialize new product candidates from third parties. The upfront payments to acquire license, products or rights, as well as any future milestone payments, are immediately recognized as research and development expenses, provided that there is no alternative future use of the rights in other research and development projects. 11 Stock-Based Compensation The Company recognizes stock-based compensation expense for stock options on a straight-line basis over the requisite service period and account for forfeitures as they occur. The Company’s stock-based compensation costs are based upon the grant date fair value of options estimated using the Black-Scholes option pricing model. To the extent any stock option grants are made subject to the achievement of a performance-based milestone, management evaluates when the achievement of any such performance-based milestone is probable based on the relative satisfaction of the performance conditions as of the reporting date. The Company recognizes stock-based compensation expense for restricted stock units on a straight-line basis over the requisite service period and account for forfeitures as they occur. The Company’s stock-based compensation for restricted stocks is based upon the estimated fair value of the Common Stock. The Black-Scholes option pricing model utilizes inputs which are highly subjective assumptions and generally require significant judgment. Certain of such assumptions involve inherent uncertainties and the application of significant judgment. As a result, if factors or expected outcomes change and the Company uses significantly different assumptions or estimates, the Company’s stock-based compensation could be materially impacted. Warrants The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with FASB ASC 480, Distinguishing Liabilities from Equity and FASB ASC 815, Derivatives and Hedging (“ASC 815”) , depending on the specific terms of the warrant agreement. The fair values of warrants are determined using the Black-Scholes valuation model, a “Level 3” fair value measurement, based on the estimated fair value of Common Stock, volatility based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities, the expected life based on the remaining contractual term of the warrants and the risk free interest rate based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ contractual life. Based on the terms of the Company’s warrant agreements, the Company accounted for the warrants as equity instruments as the warrants were indexed to the Common Stock, required settlement in shares and would be classified as equity under ASC 815. Loss per Common Share The Company utilizes FASB ASC 260, Earnings per Share . Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible preferred stock, options and warrants were to be exercised or converted or otherwise resulted in the issuance of Common Stock that then shared in the earnings of the entity. Since the effects of outstanding stock options, restricted stock units and warrants are anti-dilutive in the periods presented, shares of Common Stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of Common Stock underlying outstanding 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 and Nine Months Ended January 31, 2026 2025 Stock options (1) 12,854 12,998 Restricted stock units - 9 Warrants 136,960 97,050 149,814 110,057 (1) The Company has excluded 1,111 stock options for the nine months ended January 31, 2025, 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 earnings, voting rights and collateral requirements. 12 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 Disclosures. 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 From time to time, new accounting pronouncements are issued by the FASB and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position or results of operations upon adoption. Management has considered all other recently issued accounting standards and does not believe the adoption of such standards will have a material impact on the Company’s condensed financial statements. 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets were as follows: Schedule of prepaid expenses and other current assets January 31, 2026 April 30, 2025 Prepaid clinical trial expenses $ 871,698 $ 178,922 Prepaid insurance 100,889 42,584 Other prepaid expenses 13,556 7,213 Total prepaid expenses and other current assets $ 986,143 $ 228,719 Prepaid clinical trial expenses at January 31, 2026, represented the unamortized portion of prepaid clinical trial expense and will be amortized as used, which the Company’s management estimates to be over the next three to six months. 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, 2026 represented the unamortized portion of directors’ and officers’ insurance. 5. STOCK-BASED COMPENSATION 2016 Stock Incentive Plan On April 30, 2016, the Company’s stockholders approved the Company’s 2016 Stock Incentive Plan (the “Plan”). The Plan provides for the issuance of a maximum of 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 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. 13 2021 Stock Incentive Plan In February 2021, the Company’s board of directors (the “Board”) adopted, and the stockholders approved, the Alzamend Neuro, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan authorizes the grant to eligible individuals of (1) stock options (incentive and non-statutory), (2) restricted stock, (3) stock appreciation rights, or SARs, (4) restricted stock units, and (5) other stock-based compensation. Stock Subject to the 2021 Plan. The maximum number of shares of Common Stock that may be issued under the 2021 Plan is 7,407 shares, which number will be increased to the extent that compensation granted under the 2021 Plan is forfeited, expires or is settled for cash (except as otherwise provided in the 2021 Plan). Substitute awards (awards made or shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company that the Company acquires or any subsidiary of the Company or with which the Company or any subsidiary combines) will not reduce the shares authorized for grant under the 2021 Plan, nor will shares subject to a substitute award be added to the shares available for issuance or transfer under the 2021 Plan. Restricted Stock. In May 2021, the Company issued restricted stock awards pursuant to the 2021 Plan to one employee and four independent Board members. The restricted stock 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. Stock Options. All options that the Company grants are granted at the per share fair value on the grant date. Vesting of options differs based on the terms of each option. The Company has valued the options at their date of grant utilizing the Black Scholes option pricing model. As of the date of issuance of these options, there was not an active public market for the Company’s shares. Accordingly, the fair value of the underlying options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life calculated using the simplified method. Stock-based compensation is a non-cash expense because the Company settles these obligations by issuing shares of Common Stock from its authorized shares instead of settling such obligations with cash payments. 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”). The 2025 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 on April 17, 2026 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. A summary of stock option activity for the nine months ended January 31, 2026 is presented below: Schedule of stock option activity Outstanding Options Shares Available for Grant Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance at April 30, 2025 6,889 9,406 $ 1,802.18 4.80 $ - Options granted - - $ - - Options exercised - - $ - - Options expired - - $ - - Balance at January 31, 2026 6,889 9,406 $ 1,802.18 4.05 $ - Options vested and expected to vest at January 31, 2026 9,406 $ 1,802.18 4.05 $ - Options exercisable at January 31, 2026 8,655 $ 1,820.78 3.81 $ - The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between the estimated fair value on the respective date and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their options. 14 Performance Contingent Stock Options Granted to Employee On November 26, 2019, the Board granted 3,148 performance and market contingent awards to certain key employees and a director. These grants were made outside of the Plan. These awards have an exercise price of $2,025.00 per share. These awards have multiple separate market triggers for vesting based upon either (i) the successful achievement of stepped target closing prices on a national securities exchange for 90 consecutive trading days later than 180 days after the Company’s initial public offering (“IPO”) for its Common Stock, or (ii) stepped target prices for a change in control transaction. The target prices 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 25%. On November 22, 2022, the Compensation Committee of the Board modified the performance criteria for these awards. The target price range is now $13,500 per share to $27,000 per share. Additionally, if the stock price milestones are now not achieved by November 27, 2026, as opposed to within three years, the unvested portion of the portion of the performance options will be reduced by 25%. Due to the significant risks and uncertainties associated with achieving the market-contingent awards, as of January 31, 2026, 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 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 the Company’s Phase II clinical trial of ALZN002 within four years from the grant date. During the year ended April 30, 2023, the 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. As of January 31, 2026, 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 Expense The Company’s results of operations, which included expenses relating to stock-based compensation for three and nine months ended January 31, 2026 and 2025, were comprised as follows: Schedule of stock-based compensation For the Three Months Ended January 31, For the Nine Months Ended January 31, 2026 2025 2026 2025 General and administrative $ 9,300 $ 81,277 $ 83,716 $ 243,831 As of January 31, 2026, total unamortized stock-based compensation expense related to unvested employee and non-employee awards that were expected to vest was $ 6,000 . The weighted-average period over which such stock-based compensation expense will be recognized was approximately 0.1 years. 6. WARRANTS Warrant activity for the nine months ended January 31, 2026 is presented below: Schedule of warrant activity Number Outstanding Weighted Average Exercise Price Outstanding at April 30, 2025 137,051 $ 103.56 Cancelled/Expired ( 91 ) $ 4,050.00 Outstanding at January 31, 2026 136,960 $ 100.94 15 The following table summarizes information about Common Stock warrants outstanding and exercisable at January 31, 2026: Schedule of common stock warrants outstanding Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (years) Price Exercisable Price $ 8.29 111,111 4.1 $ 8.29 111,111 $ 8.29 $ 108.00 23,334 3.6 $ 108.00 23,334 $ 108.00 $ 4,050.00 2,470 0.6 $ 4,050.00 2,470 $ 4,050.00 $ 8,437.50 45 0.64 $ 8,437.50 45 $ 8,437.50 $ 8.29 - $ 8,437.50 136,960 3.9 $ 100.94 136,960 $ 100.94 7. COMMITMENTS AND CONTINGENCIES 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. 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. The AL001 License Agreements require that the Company pay combined royalty payments of 4.5 % on net sales of products developed from the licensed technology for AL001. 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 Agreements. On May 1, 2016, the Company entered into a Standard Exclusive License Agreement with Sublicensing Terms for ALZN002 with the Licensor (the “ALZN002 License”), pursuant to which the Licensor granted the Company a royalty bearing exclusive worldwide license limited to the field of Alzheimer’s Immunotherapy and Diagnostics, under United States Patent No. 8,188,046, entitled “Amyloid Beta Peptides and Methods of Use”, filed April 7, 2009 and granted May 29, 2012. On August 18, 2017, the Company entered into the First Amendment to the ALZN002 License, on May 7, 2018, the Company entered into the Second Amendment to the ALZN002 License, on January 31, 2019, the Company entered into the Third Amendment to the ALZN002 License, on January 24, 2020, the Company entered into the Fourth Amendment to the ALZN002 License, on March 30, 2021, the Company entered into the Fifth Amendment to the ALZN002 License, 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. 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. 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”). The Second Amendments to the November AL001 License modified the timing of the payments for the license fees. 16 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. 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, as follows: Original AL001 Licenses: Schedule of contractual obligation, fiscal year maturity Payment Due Date $ 50,000 * Pre-IND Meeting - Completed September 2019 $ 65,000 * IND application filing - Completed June 2021 $ 190,000 * Upon first dosing of patient in a clinical trial - Completed December 2021 $ 500,000 * Upon completion of first clinical trial - Completed March 2022 $ 1,250,000 Upon first patient treated in a Phase III clinical trial $ 10,000,000 Upon FDA NDA approval * Milestone met and completed ALZN002 License: Payment Due Date $ 50,000 * Upon IND application - Completed January 2022 $ 50,000 Upon first dosing of patient in first Phase I clinical trial $ 500,000 Upon completion of first Phase IIB clinical trial $ 1,000,000 Upon first patient treated in a Phase III clinical trial $ 10,000,000 Upon first commercial sale * Milestone met and completed Additional AL001 Licenses: Payment Due Date $ 2,000,000 Upon first patient treated in a Phase III clinical trial $ 16,000,000 First commercial sale 8. EQUITY TRANSACTIONS The Company is authorized to issue 10,000,000 shares of Preferred Stock, $ 0.0001 par value. As of January 31, 2026, 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 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. 17 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. On 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. On 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 Preferred Stock 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. The AL SPA provided Ault Lending the right to purchase 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 between March 31, 2024 and 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 sold 1,220 shares of Series B Convertible Preferred Stock and warrants to purchase 13,556 shares of Common Stock with an exercise price 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 . On March 26, 2024, the Company 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 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 Price”). 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. 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 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 $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 Date. The Exercise Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Exercise Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. During the nine months ended January 31, 2026, Ault Lending converted 2,100 shares of Series B Convertible Preferred Stock into 905,172 shares of Common Stock. Series C Convertible Preferred Stock On 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 . 18 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. 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 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. The 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 nine months ended January 31, 2026, Orchid converted 575.7176 shares of Series C Convertible Preferred Stock into 2,120,836 shares of Common Stock. 9. SUBSEQUENT EVENTS On March 6, 2026, 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 $ 3.0 million from time to time, through the ATM Offering. The Company filed a prospectus supplement with the SEC relating to the offer and sale of up to $ 3.0 million in shares of Common Stock in the ATM Offering. The offer and sale of the shares will be 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. 19