What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-07-22 compared with 2025-07-22 · 563 added, 796 removed, 1361 unchanged (50% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and

current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and

Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure

controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide

only reasonable and not absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management

necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls

may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

We maintain disclosure controls

and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file

with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and

that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,

as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures,

management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not

absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily was

required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In addition, the design

of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate

because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations

in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As of April 30, 2026, we carried

6 unchanged sentences

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

Based upon that evaluation, our principal

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

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

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

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

Based upon that evaluation,

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

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

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

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

Management’s Annual Report on Internal

31 unchanged sentences

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

Previously, management had determined that we had

a material weakness related to IT controls.

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

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

Planned Remediation

2 unchanged sentences

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

Management will continue to implement measures

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

Given our limited resources,

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

The material weakness will not

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

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

Management will continue to

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

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

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

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

Despite the existence of our

9 unchanged sentences

Trading Plans

the three months ended April 30, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended

April 30, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Directors, Executive Officers and Corporate Governance

5 unchanged sentences

Executive Vice President, General Counsel and Director

Senior Vice President of Finance

Chairman of the Board

1 unchanged sentence

Mark Gustafson

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

Woo, M.D., Ph.D.

The following information

19 unchanged sentences

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

Katzoff joined our company on a part-time basis in November 2019, serving

as our Senior Vice President of Operations from November 2019 to December 2020, as our Chief Operating Officer from December 2020

until August 2022 and currently serves as our Chief Financial Officer since August 2022.

Katzoff has served as Senior Vice President

of Finance of HDI since January 2019.

From February 2021 to October 2024, Mr.

Katzoff served as the Vice President of Finance of

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

December 2021 to September 2023, Mr.

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

(formerly, Imperalis Holding Corp.)

(“TurnOnGreen”), an OTCPK quoted company.

From 2015 to 2018, Mr.

Katzoff served as Chief Financial Officer of Lumina

Media, LLC, a privately-held media company and publisher of life-style publications.

Katzoff joined

our company on a part-time basis in November 2019, serving as our Senior Vice President of Operations from November 2019 to

December 2020, as our Chief Operating Officer from December 2020 until August 2022 and currently serves as our Chief Financial

Officer since August 2022.

Katzoff has served as Senior Vice President of Finance of HDI since January 2019.

From February

2021 to October 2024, Mr.

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

special purpose acquisition company (“Ault Disruptive”).

From December 2021 to September 2023, Mr.

Katzoff served as the Chief

Financial Officer of TurnOnGreen, Inc.

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

2015 to 2018, Mr.

Katzoff served as Chief Financial Officer of Lumina Media, LLC, a privately-held media company and publisher of

life-style publications.

From 2003 to 2017, Mr.

Katzoff served a Vice

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

Katzoff served a Vice President of Finance of Local Corporation, a publicly-held

local search company.

Katzoff received a B.S.

degree in Business Management

from the University of California at Davis.

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

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

17 unchanged sentences

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

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

since May 2019.

From October 2011

through April 2019, Mr.

Nisser was an associate and subsequently a partner with Sichenzia Ross Ference LLP, a law firm in New

While with this law firm, his practice was concentrated on national and international corporate law, with a particular focus on

securities compliance, public as well as private M&A, equity and debt financings and corporate governance.

Nisser received

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

(“Ault & Co.”) since

From October 2011 through April 2019, Mr.

Nisser was an associate and subsequently a partner at a

securities-oriented law firm in New York.

While with this law firm, his practice was concentrated on national and international corporate

law, with a particular focus on U.S.

securities compliance, public as well as private M&A, equity and debt financings and corporate

Nisser received his B.A.

degree from Connecticut College, where he majored in International Relations and Economics.

He received his LL.B.

from University

of Buckingham School of Law in the United Kingdom.

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

February 2021 and October 2024, Mr.

Cragun served as the Chief Financial Officer of Ault Disruptive.

Since August 2020, Mr.

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

Since September

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

2022 and September 2024, Mr.

Cragun served on the board of directors of RIME.

He served as a CFO Partner at Hardesty, LLC, a national

executive services firm between October 2016 and October 2018.

His assignments at Hardesty included serving as Chief Financial Officer

of CorVel Corporation, a publicly traded company and a nationwide leader in technology driven, healthcare-related, risk management programs,

and of RISA Tech, Inc., a private structural design and optimization software company.

Cragun was also Chief Financial Officer

of two Nasdaq-traded companies, Local Corporation, from April 2009 to September 2016, which operated Local.com, a U.S.

website, and Modtech Holdings, Inc., from June 2006 to March 2009, a supplier of modular buildings.

Prior thereto, he had financial

leadership roles with increasing responsibilities at MIVA, Inc., ImproveNet, Inc., NetCharge Inc., C-Cube Microsystems, Inc, and 3-Com

Cragun began his professional career at Deloitte.

Cragun holds a Bachelor of Science degree in accounting

from Colorado State University-Pueblo.

from University of Buckingham School of Law in the United Kingdom.

served as a director of our company since June 2016 and upon the effectiveness of our initial public offering in June 2021, Mr.

10 unchanged sentences

Horne served as a director and Chief Financial Officer

of Avalanche since June 2016 through March 2025.

of Avalanche from June 2016 through March 2025.

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

3 unchanged sentences

Horne has a Bachelor of Arts Magna Cum Laude in Accounting from Seattle University.

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

Ault is the Company’s founder and served as

Chairman and a director from inception in 2016 until the Company’s initial public offering in June 2021.

Ault, III has

served as a director of our company since January 2024.

Ault is the Company’s founder and served as Chairman and a director

from inception in 2016 until the Company’s initial public offering in June 2021.

Since January 2021, Mr.

Ault has served as the Executive Chairman of HDI.

Ault has served as the

Executive Chairman of HDI.

Between December 2017 and January 2021, Mr.

Ault was the Chief Executive Officer of

HDI and between March 2017 and December 2017, Mr.

Ault was the Chief Executive Officer of HDI and between March 2017

and December 2017, Mr.

Ault served as the Executive Chairman of HDI.

Ault served as the Chairman of the

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

Ault served as the Chairman of the Board of Ault Disruptive since

its incorporation in February 2021 through March 2025.

Since January 2024, Mr.

Ault served as the Chairman

and Chief Executive Officer of ROI.

Ault served as the Chairman and Chief Executive Officer

Between April 2023 and September 2024, Mr.

Ault has served as the Executive Chairman of the board

of directors of RIME.

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

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

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

since December 2015.

Between September

2014 and March 2025, Mr.

Ault served as the Chairman of Avalanche.

Between September 2014 and March 2025, Mr.

served as the Chairman of Avalanche.

Since January 2011, Mr.

Ault has been the Vice President of Business

Development for MCKEA Holdings, LLC, a family office.

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

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

Ault has been the Vice President of Business Development for MCKEA Holdings,

LLC, a family office.

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

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

Throughout his career, Mr.

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

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

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

Gustafson is a Chartered Professional

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

Since July 2024, Mr.

Gustafson has been a director

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

Since June 2024, Mr.

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

in Calgary, Alberta.

consulted for a few publicly traded and privately held companies, providing each of them the benefit of his diversified experience, that

range from development stage to seasoned businesses.

Mark Gustafson joined

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

Gustafson is a Chartered Professional Accountant with over

40 years of corporate, private and public company experience.

From July 2024 to November 2025, Mr.

Gustafson was a director of Altimist

Capital Ltd., a private London (UK) based company focused on developing a proprietary trading platform.

From June 2024 to November 2025,

Gustafson was the Chief Financial Officer of Orga Energy Ltd., a private oil and gas production company based in Calgary, Alberta.

From January 2023 to June 2024, Mr.

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

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

From April 2021 to October 2024, Mr.

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

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

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

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

Between December 2021 and December 2023, Mr.

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

Gustafson served

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

From June 2020 to April 2024, Mr.

Gustafson was a director of Alpha Helium Inc., a private Canadian-based company helium exploration company.

From 2014 to 2020, he was

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

From 2010 to 2012,

Gustafson was the President and Chief Executive Officer of Euromax Resources Limited, a Toronto Stock Exchange listed mineral

exploration company.

From 2005 to 2009, he served as Chairman and Chief Executive Officer of Triangle Energy Corporation, a New York Stock

Exchange listed oil and gas exploration company, from 2004 to 2006, he served as President and Chief Executive Officer of Torrent Energy

Corporation, a private oil and gas company, and from 2001 to 2002, he served as a financial consultant for Samson Oil & Gas and Peavine

Resources, two private oil and gas companies.

Gustafson was a director

of Alpha Helium Inc., a private Canadian-based company helium exploration company.

From 2014 to 2020, he was the Chief Executive Officer

of Challenger Acquisitions Limited, a London Stock Exchange listed entertainment company.

From 2010 to 2012, Mr.

Gustafson served as President and Chief Executive Officer of

Total Energy Services Ltd., a Toronto Stock Exchange listed oilfield services company, from 1993 to 1995, he served as the Chief Financial

Officer of Q/media Software Corporation, a Toronto Stock Exchange listed software company, and from 1987 to 1993, he served initially

as the Chief Financial Officer and then as a Vice President in charge of two operating divisions at EnServ Corporation, a Toronto Stock

Exchange listed oilfield services company.

Gustafson was the

President and Chief Executive Officer of Euromax Resources Limited, a Toronto Stock Exchange listed mineral exploration company.

2005 to 2009, he served as Chairman and Chief Executive Officer of Triangle Energy Corporation, a New York Stock Exchange listed oil and

gas exploration company, from 2004 to 2006, he served as President and Chief Executive Officer of Torrent Energy Corporation, a private

oil and gas company, and from 2001 to 2002, he served as a financial consultant for Samson Oil & Gas and Peavine Resources, two private

oil and gas companies.

From 1997 to 1999, Mr.

Gustafson served as President and Chief Executive Officer of Total Energy Services

Ltd., a Toronto Stock Exchange listed oilfield services company, from 1993 to 1995, he served as the Chief Financial Officer of Q/media

Software Corporation, a Toronto Stock Exchange listed software company, and from 1987 to 1993, he served initially as the Chief Financial

Officer and then as a Vice President in charge of two operating divisions at EnServ Corporation, a Toronto Stock Exchange listed oilfield

services company.

From 1981 to 1987, he served as an audit manager at Price Waterhouse in Calgary Alberta.

received his Bachelor of Business Administration from Wilfrid Laurier University.

Gustafson received

his Bachelor of Business Administration from Wilfrid Laurier University.

Gustafson has been a Chartered Accountant since 1983.

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

joined our Board in June 2021.

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

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

McGrath has served as a consultant to various

companies in the biopharmaceutical industry, including:

to the executive team of Nobias Therapeutics, Inc., a biotechnology product development

company, between May 2020 and December 2021;

a regulatory consultant with FoxKiser, LLC, a biotechnology consulting firm, from August 2018

to March 2020;

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

McGrath was a senior executive and Vice President of Regulatory Affairs at Regenxbio, Inc., where she headed global strategy

for its portfolio of gene therapy products, from April 2015 to July 2018.

Previously, she held senior positions at Novartis Corporation

including Vice President, Global Head of Regulatory and Medical Affairs at Novartis Consumer Health and Vice President and U.S.

Regulatory Affairs at Novartis Oncology from 2003 to April 2015.

McGrath received a B.S.

degree from the University of Connecticut,

in Environmental Science from Rutgers University and M.P.H.

in Public Health from the University of Medicine and Dentistry

of New Jersey Robert Wood Johnson Medical School.

Jeffrey Oram joined

12 unchanged sentences

Science degree in Biology from Princeton University.

Woo, M.D., Ph.D.

our Board in June 2021.

Woo is in private practice at Santa Monica Neurological Consultants and serves as an Assistant Clinical Professor

of Neurology at the David Geffen School of Medicine at UCLA and Cedars-Sinai Medical Center.

He also serves on the board for the Multiple

Sclerosis Association of America and its Navigating MS International Steering Committee.

He has been presented with UCLA clinical faculty

teaching awards in 2006, 2012 and 2019 and is listed in America’s Top Physicians by the Consumer Research Council of America and

Castle Connolly America’s Top Doctors 2006, 2007, 2010-2021, Southern California Super Doctors since 2008, and Los Angeles Magazine

He is an invited speaker at the Muntada International Symposium in Abu Dhabi.

Woo received his B.A.

from Cornell University

and completed his M.D.

in Neuroimmunology in the Department of Molecular and Cell Biology at Brown University.

his medicine internship at Weil-Cornell Presbyterian Hospital/Cornell Medical Center in New York, his neurology residency at UCLA, and

his fellowship in neurophysiology at Harbor-UCLA.

Board Leadership Structure and Risk Oversight

24 unchanged sentences

Gustafson (Chair), Mr.

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

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

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

1 unchanged sentence

and operating controls and staff.

The Compensation Committee (which consists of Dr.

McGrath (Chair), Mr.

The Compensation Committee (which consists of Mr.

Gustafson and Mr.

has responsibility for establishing and reviewing employee compensation.

The Compensation Committee also has responsibility for administering

and interpreting the Alzamend Neuro, Inc.

2021 Stock Incentive Plan, and determining the recipients, amounts and other terms (subject

to the requirements of the Plan) of stock options and other equity-based awards which may be granted under the 2021 Stock Incentive Plan

from time to time.

The purpose of the Nominating and Corporate Governance Committee (which consist of Mr.

Oram (Chair), Dr.

Woo) is to select, or recommend for our entire Board’s selection, the individuals to stand for election as directors

at the annual meeting of stockholders, as well as to consider the adequacy of our corporate governance and oversee and approve management

continuity planning processes.

Certain Board Arrangements

In May 2021, the Board

Ault, our Founder and Chairman Emeritus, agreed to certain arrangements with regard to our Board composition and other matters.

Contemporaneously with the consummation of the initial public offering, and in consideration for (i) the conversion of 750 shares

of our series A convertible preferred stock beneficially owned by Mr.

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

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

to us by ALSF to December 31, 2023, and (iii) the resignation of Mr.

Ault as a director and executive officer of our company,

the Board agreed that William B.

Horne be named our Chairman of the Board and remain in that position for so long as Mr.

Ault beneficially

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

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

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

Ault beneficially owns no less than 5% of the outstanding shares

of common stock (for no additional remuneration).

Additionally, Mr.

Ault will hold the position of Founder and Chairman Emeritus

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

public offering.

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

agreement with Mr.

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

fees of $50,000.

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

Oram) has responsibility for

establishing and reviewing employee compensation.

The Compensation Committee also has responsibility for administering and interpreting

the Alzamend Neuro, Inc.

2016 Stock Incentive Plan, Alzamend Neuro, Inc.

2021 Stock Incentive Plan and the Alzamend Neuro, Inc.

Incentive Plan, and determining the recipients, amounts and other terms (subject to the requirements of the Plans) of stock options and

other equity-based awards which may be granted under the 2016 Stock Incentive Plan, the 2021 Stock Incentive Plan and the 2025 Stock Incentive

Plan, from time to time.

The purpose of the Nominating and Corporate Governance Committee (which currently consists solely of Mr.

(Chair)) is to select, or recommend for our entire Board’s selection, the individuals to stand for election as directors at the

annual meeting of stockholders, as well as to consider the adequacy of our corporate governance and oversee and approve management continuity

planning processes.

Term of Office

31 unchanged sentences

authority over its members or persons associated with a member.

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

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

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

Horne has served as Chief Financial

Officer of Avalanche since June 2016, and, in March 2025, Avalanche filed a voluntary petition in the United States Bankruptcy Court for

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

** HDI issued a press release on August 15, 2023 which summarized the

terms of HDI’s and Mr.

Ault’s settlement with the SEC.

The press release announced, in pertinent part, that, “Under

terms of the settlement, [HDI] and Mr.

Ault neither admit nor deny the SEC’s findings, which do not entail intentional misconduct.

[HDI] will pay a civil penalty of $700,000 that was fully accrued in the fourth quarter of 2022;

Ault will pay disgorgement of $85,504

and a civil penalty of $150,000.

In addition, [HDI] has undertaken to retain an independent consultant to conduct a comprehensive review

of [HDI]’s internal control over financial reporting and disclosure controls and procedures, and to issue a report providing recommendations

for improvements.” All the foregoing payments were made in August 2023.

The action brought by the SEC alleged

that (i) HDI had violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”)

and Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, 13a-15(a),

14a-3, and 14a-9 thereunder and (ii) Mr.

Ault had violated, and caused HDI to violate, Sections 17(a)(2) and 17 (a)(3) of the Securities

Act and Exchange Act Section 14(a) and Exchange Act Rules 14a-3 and 14a-9, caused HDI’s violations of Exchange Act Sections 13(a),

13(b)(2)(A) and 13(b)(2)(B) and Exchange Act Rules 13a-1, 13a-11, 13a-13, and 12b-20, and violated Exchange Act Rule 13b2-1.

the foregoing sections and rules relate to alleged violations of U.S.

federal securities laws consisting of, without limitation, material

misstatements regarding certain businesses of HDI, the failure to disclose interests in related person transactions, improper recording

of purported consulting services, erroneous accounting of investments, and the failure to maintain accounting and disclosure controls.

Further, the SEC ordered each of HDI,

Horne to cease and desist from committing or causing any violations and future violations of the foregoing sections and

rules of the Securities Act and Exchange Act that the SEC had alleged had been violated by each of them.

Except as disclosed in “Certain

27 unchanged sentences

Employment Agreements

CEO Pay Ratio

As required by Section 953(b)

of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing disclosure regarding the ratio of annual total compensation

Jackman, our Chief Executive Officer, to that of our median employee.

Our median employee earned $130,000 in total compensation

for our fiscal year ended April 30, 2025.

Based upon the total fiscal year 2025 compensation reported for Mr.

Jackman of $468,288 as reported

under “Total” in the Summary Compensation Table, our ratio of PEO to median employee pay was 3.6:1.

Calculation Methodology

To identify our median employee,

we identified our total employee population worldwide as of April 30, 2025, excluding our Chief Executive Officer, in accordance with

On April 30, 2025, all of our employee population was located in the U.S.

We collected full-year fiscal

year 2025 actual gross earnings data for the April 30, 2025 employee population, including cash-based compensation and equity-based compensation

that was realized in fiscal year 2025, relying on our internal payroll records.

Compensation was annualized on a straight-line basis for

non-temporary new hire employees who did not work with our company for the full calendar year.

Once we determined the median

employee, we calculated total compensation for the median employee in the same manner in which we determine the compensation shown for

our named executive officers in the Summary Compensation Table, in accordance with SEC rules.

Policies on Ownership, Insider Trading, 10b5-1

15 unchanged sentences

We have not adopted any hedging

Policies and Practices Related to

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

We do not have

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

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

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

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

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

Policies and Practices Related to the Grant

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

We do not have any formal

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

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

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

As a result, in

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

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

compensation.

During the fiscal

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

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

or furnishing of such report with the SEC.

Advisory Vote on Executive Compensation

At the annual meeting

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

executive officers.

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

During the fiscal year ended

April 30, 2026, there were no equity grants made to our executive officers during any period beginning four business days before the filing

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

of such report with the SEC.

Outstanding Equity Awards at Fiscal Year End

2 unchanged sentences

OUTSTANDING EQUITY AWARDS AT APRIL 30, 2026

Option Awards

Unexercisable

Option Awards

Equity Incentive

15 unchanged sentences

granted under the 2016 Plan are subject to a vesting period determined at the date of grant.

In November 2025, the Board adopted a resolution

to terminate the 2016 Plan once the outstanding options granted under the 2016 Plan had been exercised, cancelled or expired.

no new grants will be made from the 2016 Plan.

2021 Stock Incentive Plan

In February 2021, our

Board adopted, and our stockholders approved, the Alzamend Neuro, Inc.

2021 Stock Incentive Plan (the “2021 Plan”).

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.

stockholders approved our company’s 2021 Stock Incentive Plan (the “2021 Plan”).

The 2021 Plan provides for the issuance

of a maximum of 7,407 shares of our common stock to be offered to our directors, officers, employees and consultants.

Options granted

under the 2021 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 ten years from the date of

Restricted stock awards granted under the 2021 Plan are subject to a vesting period determined at the date of grant.

2025, the Board adopted a resolution to terminate the 2021 Plan once the outstanding options granted under the 2021 Plan had been exercised,

cancelled or expired.

As a result, no new grants will be made from the 2021 Plan.

2025 Stock Incentive Plan

In April 2026, our stockholders

approved our company’s 2025 Stock Incentive Plan (the “2025 Plan”).

The 2025 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 2025

The maximum number of shares of our 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 us 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 we acquire or

any subsidiary of ours or with which we 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.

The maximum number of shares of our common stock that may be issued under the 2025 Plan is 1,600,000 shares,

which number will be increased to the extent that compensation granted under the 2025 Plan is forfeited, expires or is settled for cash

(except as otherwise provided in the 2025 Plan).

Substitute awards (awards made or shares issued by us 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 we acquire

or any subsidiary of ours or with which we or any subsidiary combines) will not reduce the shares authorized for grant under the 2025

Plan, nor will shares subject to a substitute award be added to the shares available for issuance or transfer under the 2025 Plan.

No Liberal Share Recycling.

34 unchanged sentences

arising from actions related to the 2025 Plan.

2021 Plan was effective as of February 17, 2021, and awards may be granted through February 16, 2031.

No awards may be granted

under the 2021 Plan subsequent to that date.

The Board may suspend or terminate the 2021 Plan without stockholder approval or ratification

at any time or from time to time.

2025 Plan was effective as of April 17, 2026, and awards may be granted through April 16, 2036.

No awards may be granted under

the 2025 Plan subsequent to that date.

The Board may suspend or terminate the 2025 Plan without stockholder approval or ratification at

any time or from time to time.

to the terms of the 2025 Plan, the Compensation Committee, as administrator, has the sole discretion to interpret the provisions of the

143 unchanged sentences

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

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

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

The performance goals for restricted stock awards, restricted

stock units, performance awards or other stock-based awards will be based on the attainment of specified levels of, among other metrics,

the attainment of certain target levels of, or a specified percentage increase in, revenues, earnings, income before taxes and extraordinary

items, net income, operating income, earnings before or after deduction for all or any portion of income tax, earnings before interest,

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

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

of such awards, including the performance criteria.

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

awards or other stock-based awards will be based on the attainment of specified levels of, among other metrics, the attainment of certain

target levels of, or a specified percentage increase in, revenues, earnings, income before taxes and extraordinary items, net income,

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

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

The performance goals may

6 unchanged sentences

Director Compensation

Company pays each independent director an annual base amount of $25,000.

Additionally, our Board makes recommendations for adjustments

to an independent director’s compensation when the level of services provided are significantly above what was anticipated.

table below sets forth, for each non-employee director, the total amount of compensation related to his or her service during the year

ended April 30, 2025:

Effective January 1, 2026, the Company pays each independent director,

other than Mr.

Horne, an annual base amount of $35,000.

In addition, the chairperson of the audit committee (Mr.

Gustafson) and the compensation

committee (vacant) receive an additional $10,000 annually.

Horne, our other independent director, receives an annual base amount of

$50,000 for serving as Chairman of the Board.

Additionally, our Board makes recommendations for adjustments to an independent director’s

compensation when the level of services provided are significantly above what was anticipated.

The table below sets forth,

for each non-employee director, the total amount of compensation related to his or her service during the year ended April 30, 2026:

Fees earned or

3 unchanged sentences

Lynne Fahey McGrath (1)

McGrath passed away on July 20, 2026

Woo passed away on November 14, 2025

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table shows the beneficial

ownership of our common stock as of July 22, 2025, held by (i) each person known by us to be the beneficial owner of more than 5%

of our outstanding common stock, (ii) each of our directors and director nominees, (iii) each of our executive officers, and

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

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

of our common stock issued and outstanding.

The following table shows the beneficial ownership of our common stock

as of July 22, 2026, held by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock,

(ii) each of our directors and director nominees, (iii) each of our executive officers, and (iv) all of our directors,

director nominees and executive officers as a group.

As of July 22, 2026, there were 4,791,525 shares of our common stock issued and outstanding.

Beneficial ownership is determined

12 unchanged sentences

Atlanta, GA 30326.

Greater than 5% Beneficial Owners:

Directors and Executive Officers:

Number of shares of

1 unchanged sentence

Percentage of Shares

Ault Lending, LLC (1)

Hyperscale Data, Inc.

Directors and Executive Officers

Ault, III (1)

1 unchanged sentence

Mark Gustafson (6)

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

Jeffrey Oram (7)

Woo, M.D., Ph.D.

All directors and named executive officers as a group (7 persons)

* Less than 1% of outstanding shares.

(1) Milton C.

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

to the securities held by Ault Lending.

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

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

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

Notwithstanding the foregoing,

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

Ault Lending is a

wholly owned subsidiary of HDI.

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

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

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

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

provision contained therein.

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

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

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

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

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

exercise of currently exercisable warrants held by Ault Lending.

Excludes 2,469 shares of common stock underlying currently

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

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

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

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

(1) Consists of (i) 116,648 shares of common stock held by Ault Lending, (ii) 11,068 shares of common stock

held by ALSI, (iii) 61 shares of common stock held by ALSF, (iv) 24,816 shares of common stock issuable upon exercise of currently exercisable

warrants held by Ault Lending, and (v) 60,417 shares of our common stock issuable upon the exercise of stock options that are currently

exercisable or exercisable within 60 days.

Ault Lending is a wholly-owned subsidiary of Hyperscale Data.

Ault, the Executive

Chairman of Hyperscale Data, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

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

(2) Consist of (i) 50 shares of our common stock and (ii) 271,875 shares of our common stock issuable upon

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

(3) Consists of (i) 615 shares of our common stock and (ii) 182,361 shares of our common stock issuable upon

7 unchanged sentences

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

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

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

(10) Consists of (i) 55 shares of our common stock and (ii) 222 shares of our common stock issuable upon the

exercise of stock options owned by Dr.

McGrath that are currently exercisable or exercisable within 60 days.

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

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

Equity Compensation

The following table summarizes

information about our equity compensation plans as of April 30, 2025:

(7) Consists of (i) 74 shares of our common stock and (ii) 36,250 shares of our common stock issuable upon

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

Equity Compensation Information

The following table summarizes information about

our equity compensation plans as of April 30, 2026:

Number of securities

15 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships

(Todd) Ault, III,

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

Lending and ALSI.

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

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

the same individuals.

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

Henry Nisser, our Executive Vice President, General Counsel and a director of our company, is the President, General Counsel and a director

of HDI, and Kenneth S.

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

Transactions with Related Persons

the best of our knowledge, during our most recent fiscal year end on April 30, 2025, other than as set forth below, there were no

material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to

which we were or are to be a party, in which the amount involved exceeds $26,173, or 1% of the average total assets at year-end for the

last two completed fiscal years, and in which any director or executive officer, or any security holder who is known by us to own

of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing

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

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

To the best of our knowledge,

during our most recent fiscal year end on April 30, 2026, other than as set forth below, there were no material transactions, or

series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to

be a party, in which the amount involved exceeds $33,412, or 1% of the average total assets at year-end for the last two completed fiscal years,

and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5%

of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation

to our officers and directors in the ordinary course of business).

Our accounting and finance

office is located in Orange County, California utilizing shared office space within the offices of HDI, a related party.

Our legal office

is located in New York, NY utilizing shared office space within the offices of HDI.

We currently do not pay rent for our Orange County,

California or New York, NY office spaces.

Future Transactions

5 unchanged sentences

Director Independence

Independent (1)

Audit Committee

4 unchanged sentences

Mark Gustafson

Lynne Fahey McGrath

– Chairman of committee

– Member of committee

C – Chairman of committee

X – Member of committee

McGrath, who passed away on July 20, 2026, was an independent member of the board of directors.

a result of her passing, the board of directors does not currently consist of a majority of independent directors.

Under Nasdaq rules,

we have until the earlier of (i) our next annual stockholders meeting or (ii) one year from the occurrence of the event that caused the

failure to comply with the requirement to have a majority of independent directors.

Our board of directors will appoint a new independent

director in due time.

McGrath was a member of the nominating and governance committee.

Our board of directors will appoint

a new member in due time.

(3) There is currently no chairman of the compensation committee.

McGrath was the chairman of the compensation

Our board of directors will appoint a new chairman in due time.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

2 unchanged sentences

Fees and Services

The following table shows the aggregate

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

The following table shows

the aggregate fees paid by us for professional services by Haskell & White for the years ended April 30, 2026 and 2025:

Audit-Related Fees

4 unchanged sentences

for the relevant years.

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

prior to April 30, 2024.

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

fee for the year ended April 30, 2024.

Audit-Related Fees.

3 unchanged sentences

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

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

ended April 30, 2024.

This category

17 unchanged sentences

Certificate of Amendment to the Certificate of Incorporation, filed with the Delaware Secretary of State on October 27, 2023 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on October 30, 2023).

Amended and Restated Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on March 1, 2024 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on March 7, 2024).

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

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

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

1 unchanged sentence

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

Form of Warrant issued to Ault Lending, LLC (formerly, Digital Power Lending, LLC), dated March 9, 2021 (incorporated by reference to Exhibit 3.1 of Form 1-U filed with the SEC on March 12, 2021).

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

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

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

5 unchanged sentences

Standard Exclusive License Agreement with Sublicensing Terms Number LIC19051 with the University of South Florida Research Foundation, Inc., dated June 10, 2020 (incorporated by reference to Exhibit 6.7 of Form 1-K filed with the SEC on August 28, 2020).

Board Letter Agreement, dated May 6, 2021, between Alzamend Neuro, Inc.

and Milton C.

Ault III (incorporated by reference to Exhibit 10.17 of Form S-1/A filed with the SEC on May 25, 2021).

2016 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on July 13, 2021).

5 unchanged sentences

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms Number LIC18111 with the University of South Florida Research Foundation, Inc., dated June 8, 2023 (incorporated by reference to Exhibit 10.17 of annual report on Form 10-K filed with the SEC on July 27, 2023).

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

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

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

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

2025 Stock Incentive Plan (incorporated by reference to Annex A of the definitive proxy statement on Schedule 14A filed with the SEC on February 26, 2026).

At-The-Market Issuance Sales Agreement, dated March 6, 2026, with Ascendiant Capital Markets, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on March 6, 2026).

Insider Trading Policy of Alzamend Neuro, Inc.

(incorporated by reference to Exhibit 19.1 of the Annual Report on Form 10-K filed with the SEC on July 22, 2025).

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

64 unchanged sentences

July 22, 2026

/s/ Lynne Fahey McGrath, M.P.H., Ph.D.

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

July 22, 2025

/s/ Andrew H.

Woo, M.D., Ph.D.

July 22, 2025

/s/ Jeffrey Oram

5 unchanged sentences

Statements of Operations for the years ended April 30, 2026 and 2025

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

Statements of Changes in Stockholders’ Equity for the years ended April 30, 2026 and 2025

Statements of Cash Flows for the years ended April 30, 2026 and 2025

7 unchanged sentences

(the “Company”) as of April 30, 2026 and 2025, and the related statements of operations, changes in

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

as the “financial statements”).

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

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

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

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

statements”).

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

position of the Company as of April 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years then

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

Going Concern

26 unchanged sentences

Accordingly, we express no such opinion.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM (CONTINUED)

Our audits included performing procedures to assess

5 unchanged sentences

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

/s/ HASKELL & WHITE LLP

HASKELL & WHITE LLP

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

3 unchanged sentences

Balance Sheets

April 30, 2026

April 30, 2025

CURRENT ASSETS

1 unchanged sentence

TOTAL CURRENT ASSETS

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Property, plant and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

1 unchanged sentence

TOTAL LIABILITIES, ALL CURRENT

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Convertible Preferred Stock, $ 10,000

stated value per share, 3,000

shares designated;

and outstanding as of April 30, 2025 and 2024

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

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

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Series B Convertible Preferred Stock, $ 1,000

stated value per share, nil 0 and 6,000 shares designated;

nil and 2,100 issued and outstanding as of April 30, 2026 and 2025,

Series C Convertible Preferred Stock, $ 10,000

stated value per share, 1,000

stated value per share, nil 0

shares designated;

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

nil 0 and 150.7176 issued and outstanding as of April 30, 2026 and 2025, respectively

Common stock, $ 0.0001 par value:

300,000,000 shares authorized;

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

4,256,039 and 778,733 issued

and outstanding as of April 30, 2026 and 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 58,535,261 )

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 2,594,185 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of

11 unchanged sentences

OTHER EXPENSE, NET

Interest income

Interest expense

2 unchanged sentences

( 4,514,853 )

Dividend on preferred shares

Deemed dividend on warrant modification issued with preferred

NET LOSS ATTRIBUTED TO COMMON SHARES

Dividends on preferred shares

Deemed dividend on warrant modification issued with preferred shares

NET LOSS AVAILABLE TO COMMON SHARES

$ ( 8,772,382 )

8 unchanged sentences

For the Years Ended April 30, 2026 and April

Series A Convertible

Series B Convertible

Series C Convertible

Note Receivable

Common Stock -

A Convertible

Preferred Stock

B Convertible

C Convertible

BALANCES, April 30, 2024

1 unchanged sentence

$ ( 2,594,185 )

Issuance of common stock for cash, net of issuance costs

Issuance of common stock for cash, net of issuance

Issuance of common stock for restricted stock awards

Issuance of preferred stock for cash

Subscription receivable payment received

Return of common stock for subscription receivable

( 14,876,293 )

Issuance of preferred stock for cash, net of issuance

Proceeds from stock option exercise

Conversion of preferred stock to common stock

Conversion of note payable and interest to Series

A preferred stock

Exchange of series A preferred stock to series C

preferred stock

Stock-based compensation to employees and consultants

Preferred dividends

( 4,514,853 )

2 unchanged sentences

$ ( 58,535,261 )

( 2,594,185 )

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

Proceeds from stock option exercise

Issuance of common stock for cash, net of issuance

Issuance of preferred stock for cash, net of issuance

Conversion of preferred stock to common stock

Conversion of note payable and interest to series A preferred stock

Exchange of series A preferred stock into series C preferred stock

Stock-based compensation to employees and consultants

Preferred dividends

Stock-based compensation to employees, directors

and consultants

( 8,772,382 )

13 unchanged sentences

Interest expense - debt discount

Stock-based compensation to employees and consultants

Stock-based compensation to employees, directors and consultants

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid expenses related party

Accounts payable and accrued liabilities

7 unchanged sentences

Cash flows from financing activities:

Net proceeds from the issuance of common stock, net

Net proceeds from the issuance of preferred stock, net

Net proceeds from the issuance of common stock

Proceeds from stock option exercise

Proceeds from the issuance of note payable

Net proceeds from the issuance of preferred stock - related party

Net proceeds from the issuance of preferred stock

Net cash provided by financing activities

Net increase (decrease) in cash

Net (decrease) increase in cash

( 3,237,969 )

Cash at beginning of year

Cash at end of year

Cash at beginning of period

Cash at end of period

Supplemental disclosures of cash flow information:

1 unchanged sentence

Conversion of Series A convertible preferred stock to common stock

Conversion of Series B convertible preferred stock to common stock

Conversion of Series C convertible preferred stock to common stock

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

Preferred stock dividends

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

Preferred dividends

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

Return of common stock for note receivable - related party

$ ( 14,883,295 )

Debt discount from issuance of note payable

Fair value of warrants issued with preferred stock

Fair value of warrants issued for related party payable

The accompanying notes are an integral part of

24 unchanged sentences

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

Reverse Stock Splits

October 27, 2023, pursuant to the authorization provided by the Company’s stockholders at a special meeting of stockholders, the

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

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

The First Reverse Split did not affect the number

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

As a result of the First Reverse Split,

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

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

All share amounts in these financial statements

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

Reverse Stock Split

July 10, 2024, pursuant to the authorization provided by the Company’s stockholders at its annual meeting of stockholders, the Company

10 unchanged sentences

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

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

The Third Reverse Split did not affect the number of

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

As a result of the Third Reverse Split, each

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

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

All share amounts in these financial statements have been

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

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

The 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 Reverse Split, each nine shares of Common

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

The Reverse Split became effective

in the State of Delaware on May 12, 2025.

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

to reflect the Reverse Split.

LIQUIDITY, GOING CONCERN AND MANAGEMENT’S

2 unchanged sentences

As of April 30, 2026, the Company had cash

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

of $ 711,000 and an accumulated deficit of $ 67.3 million.

For the year ended April 30, 2026, the Company had a net loss of $ 8.8 million

and cash used in operating activities of $ 8.1 million.

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

of $ 54.0 million.

The Company had cash as of April 30, 2025, totaling $ 3.9 million and accumulated

deficit of $ 58.5 million.

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

On February 28, 2025, the

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

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

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

On April 28, 2025, the Company

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

On May 29, 2025, the Company sold 225 shares

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

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

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

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

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

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

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

The purchase prices were paid in cash.

During the year ended April

30, 2026, the Company sold an aggregate of 451,298 shares of Common Stock pursuant to an at-the-market offering for proceeds of $ 795,000

(see Note 9).

The Company expects to continue

11 unchanged sentences

business operations.

March 20, 2026, the Company was notified by the staff of The Nasdaq Stock Market LLC (“Nasdaq”) that that

its stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2026 (the “Form

10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which

requires that a listed company’s stockholders’ equity be at least $2.5 million.

As reported on its Form 10-Q, the Company’s

stockholders’ equity as of January 31, 2026 was approximately $ 2.2 million.

As reported in this Annual Report, the Company’s

stockholders’ equity as of April 30, 2026 was approximately $0.7 733,211 million.

accordance with Nasdaq Listing Rules, the Company was provided an initial period of 45 calendar days, or until May 4, 2026, to submit

a plan to regain compliance.

On May 4, 2026, the Company submitted a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1) to

On May 19, 2026, Nasdaq granted the Company an extension of time to regain compliance on or before September 16, 2026.

SIGNIFICANT ACCOUNTING POLICIES

117 unchanged sentences

common share:

Schedule of antidilutive securities excluded from computation of earnings per share

Schedule of anti-dilutive securities excluded from computation of earnings per share

For the Years Ended April 30,

Stock options

Restricted stock units

The Company has excluded 1,111 stock options for the year ended April 30, 2024 with an exercise price of $0.54, from its anti-dilutive securities as these shares have been included in our determination of basic loss per share as they represent shares issuable for little or no cash consideration upon the satisfaction of certain conditions pursuant to ASC 260-10-45-14.

Preferred Stock Classification

7 unchanged sentences

Segment Reporting

In fiscal year 2025, the Company adopted Accounting Standard Update

In fiscal year 2025, the Company

adopted Accounting Standard Update (“ASU”) 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 (“CODM”),

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

The Company is a clinical-stage biopharmaceutical

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

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

Improvements to Reportable Segment

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

Decision Maker, who is the Company’s Chief Executive Officer, manages the business and allocates resources.

The Company is a clinical-stage

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

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

opportunities.

Recent Accounting Standards

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

2023-09, Income Taxes

On December 14, 2023, the

FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

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

ASU 2023-09 requires entities to disclose specific rate

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

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

The new standard is effective for the

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

The Company is currently evaluating the impact of adopting

the standard.

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

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

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

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

after December 15, 2027.

requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction,

and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and

The Company adopted this for its fiscal year beginning May 1, 2025, prospectively.

Adoption impacted footnote disclosures only,

with no material effect on financial position or results of operations.

In November 2024, the FASB

issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, to require disaggregated

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

amortization.

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

years beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied prospectively, but retrospective application is

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

NOTE RECEIVABLE, RELATED PARTY, NET

On April 30, 2019, the Company

and Ault Life Science Fund, LLC (“ALSF”), a related party, entered into a securities purchase agreement for the purchase of

7,407 shares of Common Stock for a total purchase price of $ 15,000,000 , or $2,025.00 per share with 3,703 warrants with a 5 -year life

and an exercise price of $ 4,050.00 per share and vesting upon issuance (the “ALSF Warrants”).

The total purchase price of

$ 15,000,000 was in the form of a non-interest-bearing note receivable with a 12 -month term from ALSF.

In November 2019, the term of the

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

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

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

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

ALSF is wholly owned by Ault Life Sciences, Inc.

is majority owned by Ault & Company, Inc.

(“Ault & Co.”).

Ault, Horne and Nisser, directors of the Company,

are also directors of Ault & Co.

On January 19, 2024, the Company

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

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

The amendments should be applied prospectively, but retrospective

application is permitted.

Management is currently evaluating the impact of this guidance on its financial statements.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 unchanged sentences

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

In July 2025, the Company initiated its Phase II

clinical trial of AL001 in patients with BD.

Prepaid clinical trial expenses at April 30, 2026 represented the prepaid expenses association

with that trial.

The following is a geographical

breakdown of the Company’s loss before the provision for income taxes:

Schedule of Income before income tax, domestic and foreign

Schedule of loss before provision for income taxes

April 30, 2026

20 unchanged sentences

Deferred income tax asset, net of allowance

A reconciliation of the federal

statutory income tax rate to the Company’s effective income tax rate for the years ended April 30, 2025 and 2024, is as follows:

A reconciliation of the provision for

income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes after the

adoption of ASU 2023-09 is as follows:

Schedule of effective income tax rate reconciliation

April 30, 2026

Federal statutory tax rate

( 1,841,969 )

State and local income tax, net of federal income tax effect (1)

Change in valuation allowance

Nontaxable / Nondeductible Items

Stock Compensation – cancellations/expirations

Total provision for income taxes

(1) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect

in this category include California.

A reconciliation of the provision for

income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes for years

prior to the adoption of ASU 2023-09 is as follows:

April 30, 2025

April 30, 2024

Tax benefit at U.S.

5 unchanged sentences

Effective tax rate

In assessing the

realization of deferred tax assets, management considers whether it is more likely than not that the Company’s deferred tax

assets will be realized.

Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax

planning strategies in making such assessments.

Given historical generation of and expected future taxable losses, management

determined it is more likely than not that some or all of the deferred tax assets will not be realized.

Therefore, a full valuation

allowance was maintained, as of the years ended April 30, 2025 and 2024, of $ 15,247,397

and $ 15,766,804 ,

respectively.

The amounts of cash

income taxes paid by the Company were as follows:

Schedule of amounts of cash income taxes paid

For the Year Ended

April 30, 2026

State and Local:

North Carolina

Income taxes, net of amounts refunded

In assessing the realization

of deferred tax assets, management considers whether it is more likely than not that the Company’s deferred tax assets will be realized.

Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making

such assessments.

Given historical generation of and expected future taxable losses, management determined it is more likely than not

that some or all of the deferred tax assets will not be realized.

Therefore, a full valuation allowance was maintained, as of the years

ended April 30, 2026 and 2025, of $ 15,395,854 and $ 15,247,397 , respectively.

At April 30, 2026, the Company

24 unchanged sentences

and relevant state authorities.

The One Big Beautiful Bill Act (“OBBB Act”) was enacted

on July 4, 2025, in the United States.

The OBBB Act included several significant provisions, including re-establishing a 100% bonus depreciation

deduction, re-establishing rules in calculating business interest expense limitations pursuant to Internal Revenue Code §163(j),

changing the calculation of international tax inclusions, and removing the capitalization requirements for domestic research or experimental

expenditures paid or incurred in tax years beginning after December 31, 2024.

Management has considered applicable tax impacts of the

OBBB Act within the financial statements for the fiscal year ended April 30, 2026.

STOCK-BASED COMPENSATION

2 unchanged sentences

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

The 2016 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.

March 1, 2019, the Company’s stockholders approved an additional 5,556 shares to be available for issuance under the 2016 Plan.

Options granted under the 2016 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 2016 Plan are subject to a vesting period determined at 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 Plan

In February 2021, the Company’s

board of directors (the “Board”) adopted, and the stockholders approved, the Alzamend Neuro, Inc.

stockholders approved the Company’s 2021 Stock Incentive Plan (the “2021 Plan”).

The 2021 Plan provides for the issuance

of a maximum of 7,407 shares of Common Stock to be offered to the Company’s directors, officers, employees, and consultants.

granted under the 2021 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 2021 Plan are subject to a vesting period determined at the date of

2025 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.

In April 2026, the Company’s

stockholders approved, the Company’s 2025 Stock Incentive Plan (the “2025 Plan”).

The 2025 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 2025

6 unchanged sentences

under the 2025 Plan, nor will shares subject to a substitute award be added to the shares available for issuance or transfer under the

Restricted Stock.

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

restricted stock awards vest over 48 months for the employee and 12 months for the independent Board members.

The awards require continued

service to the Company during the vesting period.

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

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.

16 unchanged sentences

Schedule of share-based payment arrangement, option, activity

Outstanding Options

Available for

11 unchanged sentences

their options.

Restricted stock unit activity

for the year ended April 30, 2025 is presented below:

Schedule of nonvested restricted stock units activity

Weighted Average

Grant Date Fair Value

Unvested at April 30, 2024

Unvested at April 30, 2025

Stock Options Granted to Employees and Consultants

Stock Options Granted to Employees, Directors and Consultants

The estimated fair value of

stock options granted to employees, directors and consultants during the year ended April 30, 2026 were calculated using the Black-Scholes

option-pricing model using the following assumptions:

Schedule of estimated fair value of stock options granted

For the Year Ended

April 30, 2026

Expected term (in years)

Risk-free interest rate

Dividend yield

Expected Term:

expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method

(based on the mid-point between the vesting date and the end of the contractual term).

Expected Volatility:

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

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

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

stock price becomes available.

Risk-Free Interest Rate:

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

Treasury securities

with similar maturities as of the date of the grant.

Expected Dividend:

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

Therefore, the expected dividend yield was zero.

There were no stock options

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

For the year ended April 30,

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

for employees and directors.

granted during the year ended April 30, 2025.

Performance Contingent

1 unchanged sentence

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

Company’s board of directors (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.

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

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

criteria for these awards.

The target price range is now $13,500 per share to $27,000 per share.

Additionally, if the stock price milestones

are now not achieved by November 27, 2026, as opposed to within three years, the unvested portion of the portion of the performance options

will be reduced by 25%.

Due to the significant risks and uncertainties associated with achieving the market-contingent awards, as of April

30, 2025, Management believes that the achievement of the requisite performance conditions is not probable and, as a result, no compensation

cost has been recognized for these awards.

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 April 30, 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 option to the Chief Executive Officer at an exercise price of

8 unchanged sentences

been recognized related to Phase I/IIA of ALZN002.

Performance Contingent

Stock Options Granted to TAMM Net

On March 23, 2021, the Company

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

(“TAMM Net”) to purchase an aggregate

of 333 shares of Common Stock at a per share exercise price of $2,025.00 per share, of which 50% vest upon the completion of Phase I of

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

The performance goal of

completing Phase I of AL001 was achieved on March 22, 2022.

On January 19, 2023, the Board

modified the performance criteria for these awards.

The remaining 50% of the grant would have vested upon the completion and announcement

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

The modified performance

criteria was not met on or before March 31, 2024 and, as a result, the remaining unvested stock options were cancelled and no compensation

cost has been recognized for these awards related to ALZN002.

Performance Contingent

Stock Options Granted to Consultants

On October 14, 2021, the Company

issued performance-based stock options to two consultants to purchase an aggregate of 148 shares of Common Stock with an exercise price

of $3,267.00 per share, of which 37 vest upon completion of each of the Phase II clinical trials of AL001 for a BD indication, AL001 for

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

On January 19, 2023, the Board

modified the performance criteria for these awards.

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

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

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

Food and Drug Administration

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

(ii) AL001- MDD;

(iii) AL001 – PTSD;

and (iv) ALZN002 – Alzheimer’s.

During the year ended April

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

in November 2023 and PTSD in December 2023.

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

related to the vesting.

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

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

Stock-Based Compensation Expense

The Company’s results

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

of operations include expenses relating to stock-based compensation for the years ended April 30, 2026 and 2025, were comprised of the

Schedule of stock-based compensation

For the Year Ended April 30,

For the Years Ended April 30,

Research and development

4 unchanged sentences

Warrant Issuances During 2026

No warrants were issued during the year ended April

Warrant Issuances During 2025

During the year ended April

12 unchanged sentences

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

Warrant Issuances During 2024

During the year ended April

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

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

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

Based on the terms of the Company’s warrant agreement, the Company accounted for the warrant as an equity instrument as the warrant

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

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

price of $ 108.00 in connection with the sale of convertible preferred stock to Ault Lending for $ 780,000 .

Based on the terms of the Company’s

warrant agreement, the Company accounted for the warrant as an equity instrument as the warrant is indexed to the Common Stock, requires

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

(iii) On April 29, 2024, the Company issued a warrant to purchase 1,111 shares of Common Stock at an exercise

price of $ 108.00 in connection with the sale of convertible preferred stock to Ault Lending for $ 100,000 .

Based on the terms of the Company’s

warrant agreement, the Company accounted for the warrant as an equity instrument as the warrant is indexed to the Common Stock, requires

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

The following table summarizes

100 unchanged sentences

Schedule of contractual obligation, fiscal year maturity

Pre-IND Meeting -

September 2019

IND application filing -

Upon first dosing of patient in a clinical trial -

December 2021

Upon completion of first clinical trial -

Pre-IND Meeting - Completed September 2019

IND application filing - Completed June 2021

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

Upon completion of first clinical trial - Completed March 2022

Upon first patient treated in a Phase III clinical trial

2 unchanged sentences

ALZN002 License:

Upon IND application -

Upon IND application - Completed January 2022

Upon first dosing of patient in first Phase I clinical trial

8 unchanged sentences

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

The Board has designated 3,000 shares as Series

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

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

The Board is authorized to create a new series of preferred shares and determine the number of shares, as well as the rights,

preferences, privileges and restrictions granted to or imposed upon any series of preferred shares.

Series A Preferred Financing

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

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

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

Schedule of equity transactions

Common Shares

$ 900,000 (1)

$ 1.5 million (2)

$ 2.0 million (2)

$ 2.4 million (2)

$ 1.0 million (2)

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

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

(2) Paid in cash.

Pursuant to the

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

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

Orchid had the ability to invest any amount

in its sole discretion in advance of the Milestone dates.

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

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

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

The Company agreed

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

each purchase of Series A Convertible Preferred Stock.

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

April 30, 2025 was $400,000.

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

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

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

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

shares, in Orchid’s sole discretion.

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

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

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

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

A Conversion Price”).

The Series A Conversion Price was subject to adjustment

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

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

The warrants had an exercise

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

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

The Series A Exercise

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

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

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

issuable upon exercise of the warrants.

During the year ended April

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

On February 28, 2025, the

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

With the termination, 97.7511 shares of Series A Convertible

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

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

As of April 30, 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.

Series B Convertible

10 unchanged sentences

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 .

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 .

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 .

During the year ended April

30, 2024, the Company sold 2,100 shares of Series B Convertible Preferred Stock and warrants to purchase 23,334 shares of Common Stock

with an exercise price of $ 108.00 , for a total purchase price of $ 2.1 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 $ 850,000 in cash.

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

18 unchanged sentences

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

During the year ended April

30, 2026, Ault Lending converted 2,100 shares of Series B Convertible Preferred Stock into 905,172 shares of Common Stock.

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.

Series C Preferred Financing

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

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

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

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

The Series C Exercise

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

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

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

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

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

On April 28, 2025, the Company

10 unchanged sentences

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

19 unchanged sentences

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

From May 1, 2025

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

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

ALSF Investment

On April 30, 2019, the Company

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

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

and vesting upon issuance.

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

term from ALSF, a related party.

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

Pursuant to the SPA, ALSF was entitled to full

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

absent its consent, a right to participate in any future financing the Company may consummate and to have all the shares of Common Stock

to which it is entitled under the SPA registered under the Securities Act within 180 days of the final closing of the IPO.

the term of the note receivable was extended to December 31, 2023.

On January 19, 2024, the Company and ALSF entered into a settlement

agreement and release of claims whereby ALSF returned to the Company 7,346 shares of Common Stock and the ALSF Warrants for settlement

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

During the year

ended April 30, 2026, Orchid converted 575.7176 shares of Series C Convertible Preferred Stock into 2,120,836 shares of Common Stock.

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.

At-the-Market Offerings

September 2023 ATM

On September 8, 2023, the

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

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

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

Securities Act.

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

in the ATM Offering.

October 2024 ATM

On October 3, 2024, the Company

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

to sell shares of its Common Stock, having an aggregate offering price of up to approximately $6.5 million (the “2024 Shares”)

from time to time, through an “at the market offering” (the “2024 ATM”) as defined in Rule 415 under the Securities

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

The offer and sale of the

4 unchanged sentences

During the year ended April

30, 2024, the Company sold an aggregate of 11,965 shares of Common Stock pursuant to the ATM Offering for proceeds of $ 1.3 million.

The Company terminated its

ATM Offering on May 6, 2024.

October 2024 ATM

On October 3, 2024, the Company

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

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

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

On October 3, 2024, the Company

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

30, 2025, the Company sold an aggregate of 235,904 shares of Common Stock pursuant to the 2024 ATM for proceeds of $ 2.7 million.

On April 7, 2025, the Company

terminated its 2024 ATM.

March 2026 ATM

On March 6, 2026, the Company

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

offering price of up to approximately $3.0 million (the “2026 Shares”) from time to time, through an “at the market

offering” (the “2026 ATM”) as defined in Rule 415 under the Securities Act.

On March 6, 2026, the Company filed a prospectus

supplement with the SEC relating to the offer and sale of the 2026 Shares in the 2026 ATM.

The offer and sale of the

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

2026 Shares was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying

base prospectus contained therein (Registration Statement No.

2 unchanged sentences

During the year ended April

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

On April 7, 2025, the Company

terminated its New ATM Offering.

30, 2026, the Company sold an aggregate of 451,298 shares of Common Stock pursuant to the 2026 ATM for proceeds of $ 795,000 .

SUBSEQUENT EVENTS

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 .

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

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

shares of Common Stock.

On July 9, 2025, the Company filed a Certificate

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

The shares that were designated as Series A Convertible

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

May 1, 2026 to July 22, 2026, the Company sold an aggregate of 535,486 shares of Common Stock pursuant to the 2026 ATM for proceeds of

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

What changed 10-K

Item 9A. Controls and Procedures