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 October 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 December 9, 2025 there were 3,801,604 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’ Equity	5
	Condensed Statements of Cash Flows	9
	Notes to Condensed Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION	31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
	Signatures	33

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Alzamend Neuro, Inc.

Condensed Balance Sheets


	October 31, 2025			April 30, 2025
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS

Cash	$	4,449,433		$	3,948,658
Prepaid expenses and other current assets		272,015			228,719
TOTAL CURRENT ASSETS		4,721,448			4,177,377
Property, plant and equipment, net		370,236			425,606
TOTAL ASSETS	$	5,091,684		$	4,602,983

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities	$	717,488		$	634,761
TOTAL LIABILITIES, ALL CURRENT		717,488			634,761

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Series B Convertible Preferred Stock; nil 0 designated and nil 0 issued and outstanding as of October 31, 2025 and 6,000 shares designated, $1,000 stated value per share, and 2,100 issued and outstanding as of April 30, 2025		-			-
Common stock, $0.0001 par value: 300,000,000 shares authorized; 3,801,604 and 778,733 issued and outstanding as of October 31, 2025 and April 30, 2025, respectively		380			78
Additional paid-in capital		66,612,519			62,503,405
Accumulated deficit		(62,238,703	)		(58,535,261	)
TOTAL STOCKHOLDERS’ EQUITY		4,374,196			3,968,222
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,091,684		$	4,602,983

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 October 31,						For the Six Months Ended October 31,
	2025			2024			2025			2024
OPERATING EXPENSES
Research and development	$	176,283		$	311,088		$	1,917,150		$	517,659
General and administrative		821,826			1,046,980			1,781,160			1,802,814
Total operating expenses		998,109			1,358,068			3,698,310			2,320,473
Loss from operations		(998,109	)		(1,358,068	)		(3,698,310	)		(2,320,473	)

OTHER EXPENSE, NET
Interest expense		(2,649	)		(3,495	)		(5,132	)		(15,501	)
Total other expense, net		(2,649	)		(3,495	)		(5,132	)		(15,501	)
NET LOSS		(1,000,758	)		(1,361,563	)		(3,703,442	)		(2,335,974	)
Dividends on preferred shares		-			(53,651	)		-			(53,651	)
NET LOSS AVAILABLE TO COMMON SHARES	$	(1,000,758	)	$	(1,415,214	)	$	(3,703,442	)	$	(2,389,625	)

Basic and diluted net loss per common share	$	(0.30	)	$	(3.61	)	$	(1.33	)	$	(9.98	)

Basic and diluted weighted average common shares outstanding		3,380,968			392,411			2,777,867			239,417

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 October 31, 2025

(Unaudited)


		Series B Convertible										Additional
		Preferred Stock						Common Stock				Paid-In			Accumulated
		Shares			Amount			Shares		Amount		Capital			Deficit			Total
BALANCES, July 31, 2025	-		1,535		$	-	-		3,139,861	$	314	$	66,581,071		$	(61,237,945	)	$	5,343,440

Conversion of preferred stock to common stock			(1,535	)		-			661,743		66		(66	)		-			-

Stock-based compensation to employees and consultants			-			-			-		-		31,514			-			31,514

Net loss	-		-			-	-		-		-		-			(1,000,758	)		(1,000,758	)

BALANCES, October 31, 2025	-		-		$	-	-		3,801,604	$	380	$	66,612,519		$	(62,238,703	)	$	4,374,196

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 October 31, 2024

(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, July 31, 2024		188		$	-		2,100	$	-		95,703	$	10	$	53,782,490		$	(54,994,819	)	$	(1,212,319	)

Issuance of common stock for cash, net of issuance costs		-			-		-		-		83,987		8		1,174,216			-			1,174,224

Issuance of common stock for restricted stock awards		-			-		-		-		9		-		-			-			-

Issuance of preferred stock for cash, net of issuance costs		550			-		-		-		-		-		5,125,000			-			5,125,000

Conversion of preferred stock to common stock		(650	)		-		-		-		401,550		40		(40	)		-			-

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

Net loss		-			-		-		-		-		-		-			(1,415,214	)		(1,415,214	)

BALANCES, October 31, 2024		88		$	-		2,100	$	-		581,249	$	58	$	60,162,943		$	(56,410,033	)	$	3,752,968

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

Alzamend Neuro, Inc.

Condensed Statements of Stockholders’ Equity

For the Six Months Ended October 31, 2025

(Unaudited)


	Series B Convertible					Series C Convertible									Additional
	Preferred Stock					Preferred Stock					Common Stock				Paid-In			Accumulated
	Shares			Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Total
BALANCES, April 30, 2025		2,100		$	-		150		$	-		778,733	$	78	$	62,503,405		$	(58,535,261	)	$	3,968,222

Issuance of preferred stock for cash, net of issuance costs		-			-		425			-		-		-		4,035,000			-			4,035,000

Conversion of preferred stock to common stock		(2,100	)		-		(575	)		-		3,022,871		302		(302	)		-			-

Stock-based compensation to employees and consultants		-			-		-			-		-		-		74,416			-			74,416

Net loss		-			-		-			-		-		-		-			(3,703,442	)		(3,703,442	)

BALANCES, October 31, 2025		-		$	-		-		$	-		3,801,604	$	380	$	66,612,519		$	(62,238,703	)	$	4,374,196

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

Alzamend Neuro, Inc.

Condensed Statements of Stockholders’ Deficit

For the Six Months Ended October 31, 2024

(Unaudited)


	Series A Convertible					Series B Convertible								Additional
	Preferred Stock					Preferred Stock				Common Stock				Paid-In			Accumulated
	Shares			Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Total
BALANCES, April 30, 2024		-		$	-		2,100	$	-		76,444	$	8	$	51,426,215		$	(54,020,408	)	$	(2,594,185	)

Issuance of common stock for cash, net of issuance costs		-			-		-		-		83,987		8		1,174,216			-			1,174,224

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

Issuance of common stock for restricted stock awards		-			-		-		-		9		-		-			-			-

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

Conversion of preferred stock to common stock		(712	)		-		-		-		420,809		42		(42	)		-			-

Stock-based compensation to employees and consultants		-			-		-		-		-		-		162,554			-			162,554

Net loss		-			-		-		-		-		-		-			(2,389,625	)		(2,389,625	)

BALANCES, October 31, 2024		88		$	-		2,100	$	-		581,249	$	58	$	60,162,943		$	(56,410,033	)	$	3,752,968

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

Alzamend Neuro, Inc.

Condensed Statements of Cash Flows

(Unaudited)


	For the Six Months Ended October 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(3,703,442	)	$	(2,389,625	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		55,370			25,370
Interest expense - debt discount		-			9,286
Stock-based compensation to employees and consultants		74,416			162,554
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(43,296	)		(594,475	)
Accounts payable and accrued liabilities		82,727			(1,668,953	)
Net cash used in operating activities		(3,534,225	)		(4,455,843	)
Cash flows from investing activities:
Purchase of equipment		-			(90,000	)
Net cash used in investing activities		-			(90,000	)
Cash flows from financing activities:
Net proceeds from the issuance of common stock		-			1,174,224
Net proceeds from the issuance of preferred stock		4,035,000			7,088,644
Net cash provided by financing activities		4,035,000			8,262,868
Net increase in cash		500,775			3,717,025
Cash at beginning of period		3,948,658			376,048
Cash at end of period	$	4,449,433		$	4,093,073

Supplemental disclosures of cash flow information:
Non-cash financing activities:
Conversion of Series A convertible preferred stock	$	-		$	7,120,133
Conversion of Series B convertible preferred stock	$	2,100,000		$	-
Conversion of Series C convertible preferred stock	$	5,757,176		$	-
Fair value of warrants issued in connection with Series A convertible preferred stock	$	-		$	1,635,489
Conversion of note payable and accrued interest into Series B convertible preferred stock	$	-		$	311,356

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

Alzamend Neuro, Inc.

Notes to Unaudited Condensed Financial Statements

DESCRIPTION OF BUSINESS

Organization

Alzamend Neuro, Inc. (the “Company” or “Alzamend”), is a clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s disease (“Alzheimer’s”), bipolar disorder (“BD”), major depressive disorder (“MDD”) and post-traumatic stress disorder (“PTSD”). With two current product candidates, Alzamend aims to bring treatments or cures to market at a reasonable cost as quickly as possible. The Company’s current pipeline consists of two novel therapeutic drug candidates: (i) a patented ionic cocrystal technology delivering a therapeutic combination of lithium, proline and salicylate, known as AL001, through two royalty-bearing exclusive worldwide licenses from the University of South Florida Research Foundation, Inc., as licensor (the “Licensor”); and (ii) a patented method using a mutant peptide sensitized cell as a cell-based therapeutic vaccine that seeks to restore the ability of a patient’s immunological system to combat Alzheimer’s, known as ALZN002, through a royalty-bearing exclusive worldwide license from the Licensor.

The Company devotes substantially all its efforts towards research and development of its two product candidates and raising capital. The Company has not generated any product revenue to date. The Company has financed its operations to date primarily through debt financings and through the sale of its common stock, par value $0.0001 per share (“Common Stock”) and its preferred stock, par value $0.0001 per share. The Company expects to continue to incur net losses in the foreseeable future.

Reverse Stock Split

On July 10, 2024, pursuant to the authorization provided by the Company’s stockholders at its annual meeting of stockholders, the Company filed an amendment to the Certificate of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding Common Stock by a ratio of one-for-ten (the “First Reverse Split”). The First Reverse Split did not affect the number of authorized shares of Common Stock, preferred stock or their respective par value per share. As a result of the First Reverse Split, each ten shares of Common Stock issued and outstanding prior to the First Reverse Split were converted into one share of Common Stock. The First Reverse Split became effective in the State of Delaware on July 16, 2024. All share amounts in these condensed financial statements have been updated for all periods presented to reflect the First Reverse Split.

On May 6, 2025, pursuant to the authorization provided by the Company’s stockholders at its annual meeting of stockholders, the Company filed an amendment to the Certificate of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding Common Stock by a ratio of one-for-nine (the “Second Reverse Split”). The Second Reverse Split did not affect the number of authorized shares of Common Stock, preferred stock or their respective par value per share. As a result of the Second Reverse Split, each nine shares of Common Stock issued and outstanding prior to the Second Reverse Split were converted into one share of Common Stock. The Second Reverse Split became effective in the State of Delaware on May 12, 2025. All share amounts in these condensed financial statements have been updated for all periods presented to reflect the Second Reverse Split.

LIQUIDITY AND GOING CONCERN

The accompanying condensed financial statements have been prepared on the basis that the Company will continue as a going concern. As of October 31, 2025, the Company had cash of $4.4 million, working capital of $4.0 million, an accumulated deficit of $62.2 million and stockholders’ equity of $4.4 million. For the three and six months ended October 31, 2025, the Company had net losses of $1.0 million and $3.7 million, respectively. For the six months ended October 31, 2025, cash used in operating activities was $3.5 million. Historically, the Company has financed its operations principally through issuances of equity and debt instruments.

Management expects to continue to incur losses for the foreseeable future and needs to raise additional capital until it is able to generate revenues from operations sufficient to fund its development and commercial operations during the twelve-month period subsequent to the issuance of the financial statements included in this Quarterly Report. These factors create substantial doubt about our ability to continue as a going concern. In order to continue as a going concern, the Company will need to raise additional funds. The Company plans to seek additional funding through public equity, private equity and debt financings. The terms of any additional financing may adversely affect the holdings or rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs and planned clinical trials which could adversely affect the Company’s business operations.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim reports of companies filing as a smaller reporting company. These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended April 30, 2025, filed with the SEC on July 22, 2025. In the opinion of management, the accompanying condensed interim financial statements include all adjustments necessary in order to make the condensed financial statements not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. Certain notes to the condensed financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Company’s Report on Form 10-K have been omitted. The accompanying condensed balance sheet at April 30, 2025 has been derived from the audited balance sheet at April 30, 2025 contained in such Form 10-K.

Accounting Estimates

The preparation of condensed financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. The Company’s significant accounting policies that involve significant judgment and estimates include stock-based compensation, warrant valuation, and valuation of deferred income taxes. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents. As of October 31, 2025 and April 30, 2025, the Company had no cash equivalents.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from imbedded derivatives associated with certain warrants to purchase Common Stock.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of five years. Significant additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development costs consist of scientific consulting fees, clinical trial fees and lab supplies, as well as fees paid to other entities that conduct certain research and development activities on behalf of the Company.

The Company has acquired and may continue to acquire the rights to develop and commercialize new product candidates from third parties. The upfront payments to acquire license, products or rights, as well as any future milestone payments, are immediately recognized as research and development expenses, provided that there is no alternative future use of the rights in other research and development projects.

Stock-Based Compensation

The Company recognizes stock-based compensation expense for stock options on a straight-line basis over the requisite service period and account for forfeitures as they occur. The Company’s stock-based compensation costs are based upon the grant date fair value of options estimated using the Black-Scholes option pricing model. To the extent any stock option grants are made subject to the achievement of a performance-based milestone, management evaluates when the achievement of any such performance-based milestone is probable based on the relative satisfaction of the performance conditions as of the reporting date.

The Company recognizes stock-based compensation expense for restricted stock units on a straight-line basis over the requisite service period and account for forfeitures as they occur. The Company’s stock-based compensation for restricted stocks is based upon the estimated fair value of the Common Stock.

The Black-Scholes option pricing model utilizes inputs which are highly subjective assumptions and generally require significant judgment. Certain of such assumptions involve inherent uncertainties and the application of significant judgment. As a result, if factors or expected outcomes change and the Company uses significantly different assumptions or estimates, the Company’s stock-based compensation could be materially different.

Warrants

The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with FASB ASC 480, Distinguishing Liabilities from Equity and FASB ASC 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the warrant agreement.

The fair values of warrants are determined using the Black-Scholes valuation model, a “Level 3” fair value measurement, based on the estimated fair value of Common Stock, volatility based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities, the expected life based on the remaining contractual term of the warrants and the risk free interest rate based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ contractual life.

Based on the terms of the Company’s warrant agreements, the Company accounted for the warrants as equity instruments as the warrants were indexed to the Common Stock, required settlement in shares and would be classified as equity under ASC 815.

Loss per Common Share

The Company utilizes FASB ASC 260, Earnings per Share. Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible preferred stock, options and warrants were to be exercised or converted or otherwise resulted in the issuance of Common Stock that then shared in the earnings of the entity.

Since the effects of outstanding stock options, restricted stock units and warrants are anti-dilutive in the periods presented, shares of Common Stock underlying these instruments have been excluded from the computation of loss per common share.

The following sets forth the number of shares of Common Stock underlying outstanding stock options, restricted stock units and warrants that have been excluded from the computation of loss per common share:


	For the Three Months Ended October 31,
	2025		2024
Stock options (1)		12,854		12,998
Restricted stock units		-		9
Warrants		137,051		97,050
		149,905		110,057

(1)

The Company has excluded 1,111 stock options for the six months ended October 31, 2024, with an exercise price of $0.54, from its anti-dilutive securities as these shares have been included in our determination of basic loss per share as they represent shares issuable for little or no cash consideration upon the satisfaction of certain conditions pursuant to FASB ASC 260-10-45-14.

Preferred Stock Classification

Management analyzes the terms of its preferred stock using ASC Topic No. 480, Distinguishing Liabilities from Equity, to determine whether the Company’s preferred stock should be classified as a liability or equity, and if classified as equity, permanent or temporary. Common criteria management considers are redemption provisions, conversion options, mandatory fixed dividends, discretionary dividends based on earnings, voting rights and collateral requirements.

Segment Reporting

In the fiscal year ended April 30, 2025, the Company adopted Accounting Standard Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The Company operates as a single operating and reportable segment, which reflects the manner in which the Chief Operating Decision Maker, the Company’s Chief Executive Officer, manages the business and allocates resources. The Company is a clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s, BD, MDD and PTSD, with key operational decisions based on cash availability, development milestones, and return on investment associated with future manufacturing and commercialization opportunities.

Recent Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

Management has considered all other recently issued accounting standards and does not believe the adoption of such standards will have a material impact on the Company’s condensed financial statements.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets were as follows:


	October 31, 2025		April 30, 2025
Prepaid clinical trial expenses	$	92,370	$	178,922
Prepaid insurance		159,806		42,584
Other prepaid expenses		19,839		7,213
Total prepaid expenses and other current assets	$	272,015	$	228,719

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

On June 14, 2025, the Company purchased directors’ and officers’ insurance for 12 months in the amount of $220,000. Prepaid insurance at October 31, 2025 represented the unamortized portion of directors’ and officers’ insurance.

STOCK-BASED COMPENSATION

2016 Stock Incentive Plan

On April 30, 2016, the Company’s stockholders approved the Company’s 2016 Stock Incentive Plan (the “Plan”). The Plan provides for the issuance of a maximum of 9,259 shares of Common Stock to be offered to the Company’s directors, officers, employees, and consultants. On March 1, 2019, the Company’s stockholders approved an additional 5,556 shares to be available for issuance under the Plan. Options granted under the Plan have an exercise price equal to or greater than the fair value of the underlying Common Stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant. The options expire between five and 10 years from the date of grant. Restricted stock awards granted under the Plan are subject to a vesting period determined at the date of grant.

2021 Stock Incentive Plan

In February 2021, the Company’s board of directors (the “Board”) adopted, and the stockholders approved, the Alzamend Neuro, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan authorizes the grant to eligible individuals of (1) stock options (incentive and non-statutory), (2) restricted stock, (3) stock appreciation rights, or SARs, (4) restricted stock units, and (5) other stock-based compensation.

Stock Subject to the 2021 Plan. The maximum number of shares of Common Stock that may be issued under the 2021 Plan is 7,407 shares, which number will be increased to the extent that compensation granted under the 2021 Plan is forfeited, expires or is settled for cash (except as otherwise provided in the 2021 Plan). Substitute awards (awards made or shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company that the Company acquires or any subsidiary of the Company or with which the Company or any subsidiary combines) will not reduce the shares authorized for grant under the 2021 Plan, nor will shares subject to a substitute award be added to the shares available for issuance or transfer under the 2021 Plan.

Restricted Stock. In May 2021, the Company issued restricted stock awards pursuant to the 2021 Plan to one employee and four independent Board members. The restricted stock award vests over 48 months. The award requires continued service to the Company during the vesting period. The vesting provisions of individual awards may vary as approved by the Board. Compensation expense for restricted stock is generally recorded based on its market value on the date of grant and recognized ratably over the associated service and performance period.

Stock Options. All options that the Company grants are granted at the per share fair value on the grant date. Vesting of options differs based on the terms of each option. The Company has valued the options at their date of grant utilizing the Black Scholes option pricing model. As of the date of issuance of these options, there was not an active public market for the Company’s shares. Accordingly, the fair value of the underlying options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life calculated using the simplified method. Stock-based compensation is a non-cash expense because the Company settles these obligations by issuing shares of Common Stock from its authorized shares instead of settling such obligations with cash payments.

A summary of stock option activity for the six months ended October 31, 2025 is presented below:

Schedule of stock option activity
			Outstanding Options
	Shares Available for Grant		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Balance at April 30, 2025		6,889		9,406	$	1,802.18		4.80	$	-
Options granted		-		-	$	-		-
Options exercised		-		-	$	-		-
Options expired		-		-	$	-		-
Balance at October 31, 2025		6,889		9,406	$	1,802.18		4.30	$	-
Options vested and expected to vest at October 31, 2025				9,406	$	1,802.18		4.30	$	-
Options exercisable at October 31, 2025				8,642	$	1,820.61		4.05	$	-

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between the estimated fair value on the respective date and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their options.

Performance Contingent Stock Options Granted to Employee

On November 26, 2019, the Board granted 3,148 performance and market contingent awards to certain key employees and a director. These grants were made outside of the Plan. These awards have an exercise price of $2,025.00 per share. These awards have multiple separate market triggers for vesting based upon either (i) the successful achievement of stepped target closing prices on a national securities exchange for 90 consecutive trading days later than 180 days after the Company’s initial public offering (“IPO”) for its Common Stock, or (ii) stepped target prices for a change in control transaction. The target prices ranged from $13,500 per share to $54,000 per share. In the event any of the stock price milestones are not achieved within three years, the unvested portion of the performance options will be reduced by 25%.

On November 22, 2022, the Compensation Committee of the Board modified the performance criteria for these awards. The target price range is now $13,500 per share to $27,000 per share. Additionally, if the stock price milestones are now not achieved by November 27, 2026, as opposed to within three years, the unvested portion of the portion of the performance options will be reduced by 25%. Due to the significant risks and uncertainties associated with achieving the market-contingent awards, as of October 31, 2025, the Company’s management believes that the achievement of the requisite performance conditions is not probable and, as a result, no compensation cost has been recognized for these awards.

On November 29, 2022, the Compensation Committee of the Board granted 1,481 performance-based stock options to the Chief Executive Officer at an exercise price of $1,579.50 per share, of which 50% vest upon the completion and announcement of topline data from the Company’s Phase II clinical trial of AL001 within three years from grant date and the remaining 50% vest upon the completion and announcement of topline data from the Company’s Phase II clinical trial of ALZN002 within four years from the grant date. During the year ended April 30, 2023, the Company management believed that it was probable that the performance condition of the completion and announcement of topline data from the Company’s Phase II clinical trial of AL001 would be achieved and had recognized the related stock-based compensation. As of October 31, 2025, the Company’s management believed that the achievement of the second performance condition was not probable and, as a result, no compensation cost has been recognized related to Phase I/IIA of ALZN002.

Stock-Based Compensation Expense

The Company’s results of operations, which included expenses relating to stock-based compensation for three and six months ended October 31, 2025 and 2024, were comprised as follows:

Schedule of stock-based compensation
	For the Three Months Ended October 31,				For the Six Months Ended October 31,
	2025		2024		2025		2024
General and administrative	$	31,514	$	81,277	$	74,416	$	162,554

As of October 31, 2025, total unamortized stock-based compensation expense related to unvested employee and non-employee awards that were expected to vest was $16,000. The weighted-average period over which such stock-based compensation expense will be recognized was approximately 0.1 years.

WARRANTS

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

Schedule of warrant activity
	Number Outstanding			Weighted Average Exercise Price
Outstanding at April 30, 2025		137,051		$	103.56
Cancelled/Expired		(80	)	$	4,050.00
Outstanding at October 31, 2025		136,971		$	101.26

The following table summarizes information about Common Stock warrants outstanding and exercisable at October 31, 2025:


Outstanding							Exercisable
			Weighted
			Average		Weighted				Weighted
			Remaining		Average				Average
Exercise	Number		Contractual		Exercise		Number		Exercise
Price	Outstanding		Life (years)		Price		Exercisable		Price
$8.29		111,111		4.3	$	8.29		111,111	$	8.29
$108.00		23,334		3.8	$	108.00		23,334	$	108.00
$4,050.00		2,481		0.9	$	4,050.00		2,481	$	4,050.00
$8,437.50		45		0.6	$	8,437.50		45	$	8,437.50

$8.29 - $8,437.50		136,971		4.2	$	103.56		136,971	$	103.56

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

On July 2, 2018, the Company entered into two Standard Exclusive License Agreements with Sublicensing Terms for AL001 with the Licensor and its affiliate, the University of South Florida (the “AL001 Licenses”), pursuant to which the Licensor granted the Company a royalty bearing exclusive worldwide licenses limited to the field of Alzheimer’s, under United States Patent Nos. (i) 9,840,521, entitled “Organic Anion Lithium Ionic Cocrystal Compounds and Compositions”, filed September 24, 2015 and granted December 12, 2017, and (ii) 9,603,869, entitled “Lithium Co-Crystals for Treatment of Neuropsychiatric Disorders”, filed May 21, 2016 and granted March 28, 2017. On February 1, 2019, the Company entered into the First Amendments to the AL001 Licenses, on March 30, 2021, the Company entered into the Second Amendments to the AL001 Licenses and on June 8, 2023, the Company entered into the Third Amendments to the AL001 Licenses (collectively, the “AL001 License Agreements”). The Third Amendments to the AL001 Licenses modified the timing of the payments for the license fees.

SEC Form 10-Q filed by Alzamend Neuro Inc.