UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2025

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40483

ALZAMEND NEURO, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-1822909
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

3480 Peachtree Road NE, Second Floor Suite 103, Atlanta, GA	30326	(844) 722-6303
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	ALZN	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	¨	Accelerated filer ¨
Non-accelerated filer	x	Smaller reporting company x
Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of March 7, 2025 there were 6,597,507 shares of registrant’s common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page

PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (unaudited)	3
	Condensed Balance Sheets	3
	Condensed Statements of Operations	4
	Condensed Statements of Stockholders’ (Deficit) Equity	5
	Condensed Statements of Cash Flows	9
	Notes to Condensed Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II.	OTHER INFORMATION	39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
	Signatures	41

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Alzamend Neuro, Inc.

Condensed Balance Sheets

(Unaudited)


	January 31, 2025			April 30, 2024
ASSETS

CURRENT ASSETS

Cash	$	3,358,135		$	376,048
Prepaid expenses and other current assets		589,208			79,194
TOTAL CURRENT ASSETS		3,947,343			455,242
Property, plant and equipment, net		228,291			176,346
TOTAL ASSETS	$	4,175,634		$	631,588

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued liabilities	$	725,851		$	2,925,059
Note payable		-			300,714
TOTAL LIABILITIES, ALL CURRENT	$	725,851		$	3,225,773

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Convertible Preferred Stock, $10,000 stated value per share, 3,000 shares designated; 87.9867 and nil 0 shares issued and outstanding as of January 31, 2025 and April 30, 2024, respectively		-			-
Series B Convertible Preferred Stock, $1,000 stated value per share, 6,000 designated; 2,100 shares issued and outstanding as of January 31, 2025 and April 30, 2024		-			-
Common stock, $0.0001 par value: 300,000,000 shares authorized; 5,796,834 and 687,999 shares issued and outstanding as of January 31, 2025 and April 30, 2024, respectively		580			69
Additional paid-in capital		60,845,019			51,426,154
Accumulated deficit		(57,395,816	)		(54,020,408	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		3,449,783			(2,594,185	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	4,175,634		$	631,588

The accompanying notes are an integral part of these unaudited condensed financial statements.

Alzamend Neuro, Inc.

Condensed Statements of Operations

(Unaudited)


	For the Three Months Ended January 31,						For the Nine Months Ended January 31,
	2025			2024			2025			2024
OPERATING EXPENSES
Research and development	$	447,111		$	1,908,757		$	964,771		$	6,271,677
General and administrative		590,304			751,173			2,393,117			2,815,904
Total operating expenses		1,037,415			2,659,930			3,357,888			9,087,581
Loss from operations		(1,037,415	)		(2,659,930	)		(3,357,888	)		(9,087,581	)

OTHER EXPENSE
Interest expense		(2,019	)		(2,488	)		(17,520	)		(8,636	)
Total other expense		(2,019	)		(2,488	)		(17,520	)		(8,636	)
NET LOSS	$	(1,039,434	)	$	(2,662,418	)	$	(3,375,408	)	$	(9,096,217	)

Basic and diluted net loss per common share	$	(0.19	)	$	(3.77	)	$	(1.03	)	$	(13.52	)

Basic and diluted weighted average common shares outstanding		5,517,796			705,432			3,275,773			672,693

The accompanying notes are an integral part of these unaudited condensed financial statements.

Alzamend Neuro, Inc.

Condensed Statements of Stockholders’ Equity

For the Three Months Ended January 31, 2025

(Unaudited)


	Series A Convertible				Series B Convertible								Additional
	Preferred Stock				Preferred Stock				Common Stock				Paid-In					Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital					Deficit			Total
BALANCES, October 31, 2024		88	$	-		2,100	$	-		5,231,254	$	523	$	60,108,827		-	-	$	(56,356,382	)	$	3,752,968

Issuance of common stock for cash, net of issuance costs		-		-		-		-		565,580		57		688,643					-			688,700

Stock-based compensation to employees and consultants		-		-		-		-		-		-		81,277					-			81,277

Preferred Series A dividend		-		-		-		-		-		-		(33,728	)				-			(33,728	)

Net loss		-		-		-		-		-		-		-		-	-		(1,039,434	)		(1,039,434	)

BALANCES, January 31, 2025		88	$	-		2,100	$	-		5,796,834	$	580	$	60,845,019		-	-	$	(57,395,816	)	$	3,449,783

The accompanying notes are an integral part of these unaudited condensed financial statements.

Alzamend Neuro, Inc.

Condensed Statements of Stockholders’ Deficit

For the Three Months Ended January 31, 2024

(Unaudited)


	Series B Convertible										Additional			Note Receivable for			Subscription Receivable for
	Preferred Stock				Common Stock						Paid-In			Common Stock -			Preferred Stock -			Accumulated
	Shares		Amount		Shares			Amount			Capital			Related Party			Related Party			Deficit			Total
BALANCES, October 31, 2023		-	$	-		646,966		$	65		$	62,700,196		$	(14,876,293	)	$	-		$	(50,506,461	)	$	(2,682,493	)

Issuance of common stock for cash, net of issuance costs		-		-		81,028			8			964,442			-			-			-			964,450

Subscription receivable for issuance of preferred stock - related party		-		-		-			-			-			-			(70,000	)		-			(70,000	)

Return of common stock for note receivable - related party		-		-		(66,117	)		(7	)		(14,876,286	)		14,876,293			-			-			-

Stock-based compensation to employees and consultants		-		-		-			-			186,640			-			-			-			186,640

Net loss		-		-		-			-			-			-			-			(2,662,418	)		(2,662,418	)

BALANCES, January 31, 2024		-	$	-		661,877		$	66		$	48,974,992		$	-		$	(70,000	)	$	(53,168,879	)	$	(4,263,821	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Alzamend Neuro, Inc.

Condensed Statements of Stockholders’ (Deficit) Equity

For the Nine Months Ended January 31, 2025

(Unaudited)


	Series A Convertible					Series B Convertible								Additional
	Preferred Stock					Preferred Stock				Common Stock				Paid-In					Accumulated
	Shares			Amount		Shares		Amount		Shares		Amount		Capital					Deficit			Total
BALANCES, April 30, 2024		-		$	-		2,100	$	-		687,999	$	69	$	51,426,154		-	-	$	(54,020,408	)	$	(2,594,185	)

Issuance of common stock for cash, net of issuance costs		-			-		-		-		1,321,468		133		1,862,791					-			1,862,924

Issuance of common stock for restricted stock awards		-			-		-		-		83		-		-					-			-

Issuance of preferred stock for cash, net of issuance costs		800			-		-		-		-		-		7,088,644					-			7,088,644

Conversion of preferred stock to common stock		(712	)		-		-		-		3,787,284		378		(378	)				-			-

Conversion of note payable and interest to preferred stock		-			-		-		-		-		-		311,356					-			311,356

Stock-based compensation to employees and consultants		-			-		-		-		-		-		243,831					-			243,831

Preferred Series A dividend		-			-		-		-		-		-		(87,379	)				-			(87,379	)

Net loss		-			-		-		-		-		-		-		-	-		(3,375,408	)		(3,375,408	)

BALANCES, January 31, 2025		88		$	-		2,100	$	-		5,796,834	$	580	$	60,845,019		-	-	$	(57,395,816	)	$	3,449,783

The accompanying notes are an integral part of these unaudited condensed financial statements.

Alzamend Neuro, Inc.

Condensed Statements of Stockholders’ Equity (Deficit)

For the Nine Months Ended January 31, 2024

(Unaudited)


	Series B Convertible										Additional			Note Receivable for			Subscription Receivable for
	Preferred Stock				Common Stock						Paid-In			Common Stock -			Preferred Stock -			Accumulated
	Shares		Amount		Shares			Amount			Capital			Related Party			Related Party			Deficit			Total
BALANCES, April 30, 2023		-	$	-		646,268		$	65		$	62,001,395		$	(14,883,295	)	$	-		$	(44,072,662	)	$	3,045,503

Issuance of common stock for cash, net of issuance costs		-		-		81,643			8			982,529			-			-			-			982,537

Issuance of common stock for restricted stock awards		-		-		83			-			-			-			-			-			-

Subscription receivable for issuance of preferred stock - related party		-		-		-			-			-			-			(70,000	)		-			(70,000	)

Subscription receivable payment received		-		-		-			-			(7,002	)		7,002			-			-			-

Return of common stock for note receivable - related party		-		-		(66,117	)		(7	)		(14,876,286	)		14,876,293			-			-			-

Stock-based compensation to employees and consultants		-		-		-			-			874,356			-			-			-			874,356

Net loss		-		-		-			-			-			-			-			(9,096,217	)		(9,096,217	)

BALANCES, January 31, 2024		-	$	-		661,877		$	66		$	48,974,992		$	-		$	(70,000	)	$	(53,168,879	)	$	(4,263,821	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Alzamend Neuro, Inc.

Condensed Statements of Cash Flows

(Unaudited)


	For the Nine Months Ended January 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(3,375,408	)	$	(9,096,217	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		38,055			38,055
Interest expense - debt discount		9,286			-
Stock-based compen

SEC Form 10-Q filed by Alzamend Neuro Inc.