ALZN / Alzamend Neuro, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 ALZAMEND NEURO, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Alzamend Neuro Reports Annual 2025 Financial Results and Provides Update on Clinical Programs

Exhibit 99.1 Alzamend Neuro Reports Annual 2025 Financial Results and Provides Update on Clinical Programs · During the year ended April 30, 2025, net cash provided by financing activities was $10.4 million · Stockholder equity of $4.0 million at April 30, 2025, including $3.9 million of cash · In May 2025, Alzamend dosed the first patient for the healthy human patients for the AL001 “Lithium in B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2025 ¨ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2025 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission file number 001-40483 ALZAMEND NEURO, INC. (Exact name of r

Description of Capital Stock.

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The following is a summary of all material characteristics of our capital stock as set forth in our certificate of incorporation and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation and bylaws, and to the provisions of the General Corporation Law of the State of Delaware, a

Insider Trading Policy of Alzamend Neuro, Inc.

Exhibit 19.1 ALZAMEND NEURO, INC. INSIDER TRADING COMPLIANCE PROGRAM June 4, 2021 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other related individuals, Alzamend Neuro, Inc. (the “Company”) has adopted the policies and procedures described in this Memorandum. I. Adoption of Insider Trading Policy. The Company has adopted

Certificate of Elimination of the Series A convertible preferred stock, filed with the Delaware Secretary of State on July 9, 2025.

Exhibit 3.1 DelawareThe First StatePage 1 5976073 8100Authentication: 204147420SR# 20253307361Date: 07-09-25You may verify this certificate online at corp.delaware.gov/authver.shtmlI, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 ALZAMEND NEURO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (C

Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on May 6, 2025.

Exhibit 3.1 DelawareThe First StatePage 1 5976073 8100Authentication: 203626870SR# 20252050855Date: 05-07-25You may verify this certificate online at corp.delaware.gov/authver.shtmlI, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON THE

Alzamend Neuro Announces Reverse Stock Split

Exhibit 99.1 Alzamend Neuro Announces Reverse Stock Split ATLANTA, GA, May 8, 2025 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend” or the “Company”), 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”), today

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

ALZAMEND NEURO, INC. 75,775,110 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-285788 Prospectus ALZAMEND NEURO, INC. 75,775,110 Shares of Common Stock This prospectus relates to the resale of up to 75,775,110 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Alzamend Neuro, Inc. (“we,” “us,” “our” or the “Company”), by Orchid Finance LLC (the “Selling Stockholder”), including up to (i) 9,775,11

ALZAMEND NEURO, INC. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326 April 4, 2025

ALZAMEND NEURO, INC. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326 April 4, 2025 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Dickerson and Joshua Gorsky Division of Corporation Finance Re: Alzamend Neuro, Inc. Registration Statement on Form S-1/A (File No. 333-285788) Ladies and Gentlemen: Alzamend Neuro, Inc. he

As filed with the U.S. Securities and Exchange Commission on March 27, 2025

As filed with the U.S. Securities and Exchange Commission on March 27, 2025 Registration No. 333-285788 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 81-1822909 (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Defi

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alzamend Neuro, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

As filed with the U.S. Securities and Exchange Commission on March 13, 2025

As filed with the U.S. Securities and Exchange Commission on March 13, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 81-1822909 (State or other jurisdiction of (I.R.S. Employer incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

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).

Exhibit 3.2 DelawareThe First StatePage 1 5976073 8100Authentication: 203051126SR# 20250845486Date: 02-28-25You may verify this certificate online at corp.delaware.gov/authver.shtmlI, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON T

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).

Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF ALZAMEND NEURO, INC. (Adopted by the Board of Directors effective as of February 28, 2025) This First Amendment to the Amended and Restated Bylaws (the “Bylaws”) of Alzamend Neuro, Inc., a Delaware corporation (the “Company”), hereby amends the Bylaws in the following respects: 1. Section 2.6 of Article II of the Bylaws is hereby am

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

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 3.1 of the Current Report on Form 8-K filed with the SEC on February 28, 2025).

Exhibit 3.1 ALZAMEND NEURO, INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK February 28, 2025 Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), Alzamend Neuro, Inc. (the “Corporation”) hereby certifies that: WHEREAS, Article IV of the Certificate of Incorporation of the Corporation (the “Certificate o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

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).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 28, 2025, between Alzamend Neuro, Inc., a Delaware corporation (the “Company”), and Orchid Finance LLC, a Nevada limited liability company (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase & Exchange Agreement, dated as of the date her

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).

Exhibit 4.1 ALZAMEND NEURO, Inc. Warrant To Purchase Shares of Common Stock Execution Date: February 28, 2025 Alzamend Neuro, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Orchid Finance LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, sub

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).

Exhibit 10.1 SECURITIES PURCHASE & EXCHANGE AGREEMENT This Securities Purchase & Exchange Agreement (this “Agreement”) is entered into and effective as of February 28, 2025 (the “Execution Date”), by and between Alzamend Neuro, Inc., a Delaware corporation (the “Company”) and Orchid Finance LLC, a Nevada limited liability company (including its designees, successors and assigns, the “Purchaser”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 ALZAMEND NEURO,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizati

Alzamend Neuro Reports Second Quarter 2025 Financial Results and Provides Update on Clinical Programs

Exhibit 99.1 Alzamend Neuro Reports Second Quarter 2025 Financial Results and Provides Update on Clinical Programs · During the six months ended October 31, 2024, net cash provided by financing activities was $8.3 million · Stockholder equity of $3.8 million at October 31, 2024, including $4.1 million of cash · Strengthened balance sheet in preparation for five clinical trials to be initiated in 2

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

Alzamend Neuro Regains Compliance with Nasdaq Listing Standards

Exhibit 99.1 Alzamend Neuro Regains Compliance with Nasdaq Listing Standards ATLANTA, GA, October 15, 2024 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), 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”),

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizatio

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)

Exhibit 10.1 ALZAMEND NEURO, INC. Common Stock (par value $0.0001 per share) At-The-Market Issuance Sales Agreement October 3, 2024 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Alzamend Neuro, Inc., a Delaware corporation (the Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows: 1

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization

Up to $6,500,000 Alzamend Neuro, Inc. Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273610 PROSPECTUS SUPPLEMENT (To Prospectus dated August 10, 2023) Up to $6,500,000 Alzamend Neuro, Inc. Shares of Common Stock We have entered into an At-The-Market Issuance Sales Agreement, or the sales agreement, with Ascendiant Capital Markets, LLC, or ACM, relating to shares of our common stock offered by this prospectus supplement and the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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 July 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

Alzamend Neuro Regains Compliance with Nasdaq’s Minimum Bid Price Requirement

Exhibit 99.1 Alzamend Neuro Regains Compliance with Nasdaq’s Minimum Bid Price Requirement ATLANTA, GA, July 31, 2024 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), 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 disorde

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Description of Capital Stock.

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The following is a summary of all material characteristics of our capital stock as set forth in our certificate of incorporation and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation and bylaws, and to the provisions of the General Corporation Law of the State of Delaware, a

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40483 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40483 NOTIFICATION OF LATE FILING ý Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: April 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 10-Q For the Transitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2024 ¨ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2024 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission file number 001-40483 ALZAMEND NEURO, INC. (Exact name of r

Alzamend Neuro, Inc., Clawback Policy.

Exhibit 97.1 ALZAMEND NEURO, INC. DODD-FRANK CLAWBACK POLICY The Board of Directors (the “Board”) of Alzamend Neuro, Inc. (the “Company”) has adopted this clawback policy (the “Policy”) as a supplement to any other clawback policies in effect now or in the future at the Company to provide for the recovery of erroneously awarded Incentive-Based Compensation from Executive Officers. This Policy shal

Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on July 10, 2024.

Exhibit 3.1 DelawareThe First StatePage 1 5976073 8100Authentication: 203889919SR# 20243097978Date: 07-10-24You may verify this certificate online at corp.delaware.gov/authver.shtmlI, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON THE TENTH

Alzamend Neuro Announces Reverse Stock Split

Exhibit 99.1 Alzamend Neuro Announces Reverse Stock Split ATLANTA, GA, July 12, 2024 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend” or the “Company”), 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”), toda

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

ALZAMEND NEURO, INC. 125,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279920 Prospectus ALZAMEND NEURO, INC. 125,000,000 Shares of Common Stock This prospectus relates to the resale of up to 125,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Alzamend Neuro, Inc. (“we,” “us,” “our” or the “Company”), by Orchid Finance LLC (the “Selling Stockholder”), including (i) 105,000,000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 ALZAMEND NEURO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (

ALZAMEND NEURO, INC. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326

ALZAMEND NEURO, INC. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326 July 8, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill and Chris Edwards Re: Alzamend Neuro, Inc. Registration Statement on Form S-1 File No. 333-279920 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulatio

As filed with the U.S. Securities and Exchange Commission on July 3, 2024

As filed with the U.S. Securities and Exchange Commission on July 3, 2024 Registration No. 333-279920 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 81-1822909 (State or other jurisdiction of (Primary

ALZAMEND NEURO, INC. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326

ALZAMEND NEURO, INC. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326 July 3, 2024 VIA EDGAR AND ELECTRONIC MAIL Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attn: Lauren Hamill and Chris Edwards Re: Alzamend Neuro, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 26, 2024 File

As filed with the U.S. Securities and Exchange Commission on June 26, 2024

As filed with the U.S. Securities and Exchange Commission on June 26, 2024 Registration No. 333-279920 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 81-1822909 (State or other jurisdiction of (Primary

ALZAMEND NEURO, INC. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326

ALZAMEND NEURO, INC. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326 June 26, 2024 VIA EDGAR AND ELECTRONIC MAIL Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attn: Lauren Hamill and Chris Edwards Re: Alzamend Neuro, Inc. Registration Statement on Form S-1 Filed June 3, 2024 File No. 333-279920 Dear

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Defi

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).

Exhibit 21.1 Subsidiaries of the Registrant The following is the sole subsidiary of the Company as of June 3, 2024: Lithium Biotech, Inc., a Nevada corporation.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alzamend Neuro, Inc.

As filed with the U.S. Securities and Exchange Commission on June 3, 2024

As filed with the U.S. Securities and Exchange Commission on June 3, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 81-1822909 (State or other jurisdiction of (Primary Standard Industrial (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 ALZAMEND NEURO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (

Alzamend Neuro Announces Favorable Decision from Nasdaq Hearings Panel

Exhibit 99.1 Alzamend Neuro Announces Favorable Decision from Nasdaq Hearings Panel ATLANTA, GA, May 22, 2024 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), 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

Alzamend Neuro, Inc. Corporate Presentation May 2024

Exhibit 99.1 Alzamend Neuro, Inc. Corporate Presentation May 2024 SAFE HARBOR STATEMENT 2 This presentation and other written or oral statements made from time to time by representatives of Alzamend Neuro, Inc . (the “Company” or “Alzamend”) contain “forward looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchang

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Certificate of Designations of Preferences and Rights of Series A Preferred Stock, as filed with the Delaware Secretary of State on May 9, 2024 (incorporated by reference to Exhibit 3.1 of the amended Current Report on Form 8-K/A filed with the SEC on May 10, 2024).

Exhibit 3.1 DelawareThe First StatePage 1 5976073 8100Authentication: 203433170SR# 20241979249Date: 05-09-24You may verify this certificate online at corp.delaware.gov/authver.shtmlI, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON THE NINT

ALZAMEND NEURO, INC. 50 Shares of Series A Convertible Preferred Stock Up to 1,375,310 Shares of Common Stock Issuable upon Conversion of Series A Convertible Preferred Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-273610 Prospectus Supplement (To Prospectus dated August 10, 2023) ALZAMEND NEURO, INC. 50 Shares of Series A Convertible Preferred Stock Up to 1,375,310 Shares of Common Stock Issuable upon Conversion of Series A Convertible Preferred Stock We are offering 50 shares of Series A convertible preferred stock (the “Series A Preferred”) pursuant to

Form of Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock.

Exhibit 3.1 ALZAMEND NEURO, INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK May 8, 2024 Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), Alzamend Neuro, Inc. (the “Corporation”) hereby certifies that: WHEREAS, Article IV of the Certificate of Incorporation of the Corporation (the “Certificate of Inco

Alzamend Neuro Announces Agreement for Registered Direct Offering and Concurrent Private Placement for an Aggregate of up to $25 Million

Exhibit 99.1 Alzamend Neuro Announces Agreement for Registered Direct Offering and Concurrent Private Placement for an Aggregate of up to $25 Million ATLANTA, GA, May 9, 2024 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), a clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s disease (“Alzheimer’s”), bipolar disorder (“BD”), major depr

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on May 9, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of May 8, 2024 (the “Execution Date”), by and between Alzamend Neuro, Inc., a Delaware corporation (the “Company”) and Orchid Finance LLC, a Nevada limited liability company (including its designees, successors and assigns, the “Purchaser”). RECITALS A. The parties desi

Letter from Baker Tilly US, LLP dated May 9, 2024.

Exhibit 16.1 May 9, 2024 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Alzamend Neuro, Inc. (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated May 9, 202

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).

Exhibit 4.1 ALZAMEND NEURO, Inc. Warrant To Purchase Shares of Common Stock Date of Issuance: May 10, 2024 (“Issuance Date”) Alzamend Neuro, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Orchid Finance LLC, the registered holder hereof or its permitted assigns (the “Holder”), i

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (C

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (C

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on May 9, 2024).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 8, 2024, between Alzamend Neuro, Inc., a Delaware corporation (the “Company”), and Orchid Finance LLC, a Nevada limited liability company (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the

Regulation FD Disclosure, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (C

Alzamend Neuro Announces Termination of At-the-Market Equity Offering Program

Exhibit 99.1 Alzamend Neuro Announces Termination of At-the-Market Equity Offering Program ATLANTA, GA, May 7, 2024 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), 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

Alzamend Neuro, Inc. Up to $9,831,947 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273610 SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED SEPTEMBER 8, 2023 (To the Prospectus dated August 10, 2023) Alzamend Neuro, Inc. Up to $9,831,947 Shares of Common Stock This prospectus supplement cancels and supersedes our prospectus supplement, dated September 8, 2023, related to the At-The-Market Issuance Sales Agreement, dated September 8,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Defi

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (C

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Form of Term Note (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the SEC on April 30, 2024).

Exhibit 4.1 Term NoTE Principal Amount: $310,000.00 (the “Principal Amount”) April 29, 2024 (the “Issuance Date”) Purchase Price: $300,000.00 FOR VALUE RECEIVED, the undersigned Alzamend Neuro, Inc., a Delaware corporation (the “Maker”) promises to pay, on the dates set forth herein, to Orchid Finance LLC, a Nevada limited liability company (the “Lender”), at an address that has been designated by

Form of Guaranty (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on April 30, 2024).

Exhibit 10.1 GUARANTY GUARANTY, dated as of April 29, 2024 (this “Guaranty”), made by each of the signatories hereto (the “Guarantors”), in favor of Orchid Finance LLC (the “Purchaser”). W I T N E S S E T H: WHEREAS, Alzamend Neuro, Inc. (the “Company”) has agreed to sell and issue to the Purchaser, and the Purchaser has agreed to purchase from the Company, an original issuance discount term note

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Form of Amendment to Warrant.

Exhibit 4.1 ALZAMEND NEURO, Inc. Amendment To Common Stock Purchase Warrant This amendment (the “Amendment”) to the Common Stock Purchase Warrant dated January 31, 2024 (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), issued to Ault Lending, LLC (the “Holder”) by Alzamend Neuro, Inc. (the “Company”). All capitalized terms in this

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

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).

Exhibit 3.1 DelawareThe First StatePage 1 5976073 8100Authentication: 203081230SR# 20241109719Date: 03-21-24You may verify this certificate online at corp.delaware.gov/authver.shtmlI, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON THE TWENTY

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40483 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40483 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: January 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 10-Q For the Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Certificate of Elimination of the Series A Convertible Preferred Stock, filed with the Delaware Secretary of State on March 1, 2024 (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed with the SEC on March 7, 2024).

Exhibit 3.2 DelawareThe First StatePage 1 5976073 8100Authentication: 202945950SR# 20240851950Date: 03-05-24You may verify this certificate online at corp.delaware.gov/authver.shtmlI, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON THE FIRS

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).

Exhibit 3.1 Delaware The First State Ia e 115 9 76 0388ut ha n t 5 i A59 u1 ni Ai u1 i c ni Ai u1 0 8A7A5 a ou c 5 09 t 51 /19 i c Ai i At c o In A i 53 A: o t u55 t i t u29 u1 i c t 5i /1/t Ai u1 o n/4: Ai /u: u1 SA8RA# : o : 35ua I: t 6Da 1/8 o I: i c In u11/t u: i c 1/5ni oA9 u1 #A5t ca A6o6 - 0- 4a Ai 5:04 u't8uth 26#6 Page 1 5976073 8100 Authentication: 202946001 SR# 20240851415 Date: 03-05-2

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).

Exhibit 10.2 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED BELOW), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACC

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizatio

Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, filed with the Delaware Secretary of State on January 31, 2024.

Exhibit 3.1 ALZAMEND NEURO, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, Stephan Jackman, does hereby certify that: 1. He is the Chief Executive Officer of Alzamend Neuro, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is authorize

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).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 31, 2024 (the “Effective Date”), between Alzamend Neuro, Inc., a Delaware corporation (the “Company”), and Ault Lending, LLC, a California limited liability company (the “Purchaser”). PREAMBLE WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant t

US02262M4078 / Alzamend Neuro Inc / AULT MILTON C III - AMENDMENT NO. 5 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Alzamend Neuro, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 02262M407 (CUSIP Number) MILTON C. AULT,

US02262M4078 / Alzamend Neuro Inc / AULT MILTON C III - AMENDMENT NO. 4 Activist Investment

SC 13D/A 1 o125241sc13da4.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Alzamend Neuro, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securi

Settlement Agreement, entered into between the Issuer and Ault Life Sciences Fund

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS THIS SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS (the “Settlement Agreement”) is made and entered into as of January 19, 2024, by and between ALZAMEND NEURO, INC. (“ALZN”), on the one hand, and AULT LIFE SCIENCES FUND, LLC (“ALSF”), on the other hand. ALZN and ALSF shall each individually be referred to as a “P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 ALZAMEND NEURO, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization

Certificate of Amendment to the Certificate of Incorporation, filed with the Delaware Secretary of State on June 10, 2016 (incorporated by reference to Exhibit 3.2 of the Quarterly Report on Form 10-Q filed with the SEC on December 15, 2023).

Exhibit 3.2 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ALZAMEND NEURO, INC. ", FILED IN THIS OFFICE ON THE TENTH DAY OF JUNE, A. D. 2016, AT 4:36 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF D

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms Number LIC16118 with University of South Florida Research Foundation, Inc., dated December 11, 2023.

Exhibit 10.2 Page 1 of 2 SEVENTH AMENDMENT TO LICENSE AGREEMENT Agreement # LIC16118 This Seventh Amendment, is made and entered into on the 11th day of December, 2023 ("Effective Date"), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as "Licensor"), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization

Certificate of Amendment to the Certificate of Incorporation, filed with the Delaware Secretary of State on December 22, 2020 (incorporated by reference to Exhibit 3.3 of the Quarterly Report on Form 10-Q filed with the SEC on December 15, 2023).

Exhibit 3.3 DelawareThe First StatePage 1 5976073 8100Authentication: 204437303SR# 20208738716Date: 12-29-20You may verify this certificate online at corp.delaware.gov/authver.shtmlI, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON THE TWENTY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizati

Alzamend Neuro Regains Compliance with Nasdaq’s Minimum Bid Price Requirement

Exhibit 99.1 Alzamend Neuro Regains Compliance with Nasdaq’s Minimum Bid Price Requirement ATLANTA, GA, November 16, 2023 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), an early 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 str

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).

Exhibit 3.1 DelawareThe First StatePage 1 5976073 8100Authentication: 204465573SR# 20233831741Date: 10-27-23You may verify this certificate online at corp.delaware.gov/authver.shtmlI, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ALZAMEND NEURO, INC.", FILED IN THIS OFFICE ON THE TWENTY

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizatio

Alzamend Neuro Announces Reverse Stock Split

Exhibit 99.1 Alzamend Neuro Announces Reverse Stock Split ATLANTA, GA, October 30, 2023 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend” or the “Company”), 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”), t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 ALZAMEND NEURO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 ALZAMEND NEURO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizat

Alzamend Neuro Granted Extension by Nasdaq Panel to Regain Compliance with the Minimum Bid Price Continued Listing Requirement

Exhibit 99.1 Alzamend Neuro Granted Extension by Nasdaq Panel to Regain Compliance with the Minimum Bid Price Continued Listing Requirement ATLANTA, GA, September 22, 2023 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), a clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s disease (“Alzheimer’s”), bipolar disorder (“BD”), major depress

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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 July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

Up to $9,831,947 Alzamend Neuro, Inc. Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273610 PROSPECTUS SUPPLEMENT (To Prospectus dated August 10, 2023) Up to $9,831,947 Alzamend Neuro, Inc. Shares of Common Stock We have entered into an At-The-Market Issuance Sales Agreement, or the sales agreement, with Ascendiant Capital Markets, LLC, or ACM, relating to shares of our common stock offered by this prospectus supplement and the

At-The-Market Issuance Sales Agreement, dated September 8, 2023, 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 September 8, 2023).

Exhibit 10.1 ALZAMEND NEURO, INC. Common Stock (par value $0.0001 per share) At-The-Market Issuance Sales Agreement September 8, 2023 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Alzamend Neuro, Inc., a Delaware corporation (the Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 ALZAMEND NEURO,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 ALZAMEND NEURO, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

ALZAMEND NEURO, INC. 3480 Peachtree Road NE, Second Floor, Suite 103 Atlanta, GA 30326

ALZAMEND NEURO, INC. 3480 Peachtree Road NE, Second Floor, Suite 103 Atlanta, GA 30326 August 8, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Alzamend Neuro, Inc. Registration Statement on Form S-3 File No. 333-273610 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 ALZAMEND NEURO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Alzamend Neuro, Inc.

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission file number 001-40483 ALZAMEND NEURO, INC. (Exact name of r

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms with the University of South Florida Research Foundation, Inc., dated April 16, 2023 (incorporated by reference to Exhibit 10.13 of annual report on Form 10-K filed with the SEC on July 27, 2023).

Exhibit 10.13 SIXTH AMENDMENT TO LICENSE AGREEMENT Agreement # LIC16118 This Sixth Amendment, is made and entered into on the 17th day of April, 2023 (“Effective Date”), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as “Licensor”), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the University

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms Number LIC19051 with the University of South Florida Research Foundation, Inc., dated April 16, 2023 (incorporated by reference to Exhibit 10.15 of annual report on Form 10-K filed with the SEC on July 27, 2023).

Exhibit 10.15 SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT Agreement #LIC19051 This Amendment is made and entered into on the 17th day of April, 2023 (“Effective Date”), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as “Licensor”), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the Univers

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms Number LIC18110 with the University of South Florida Research Foundation, Inc., dated June 8, 2023 (incorporated by reference to Exhibit 10.16 of annual report on Form 10-K filed with the SEC on July 27, 2023).

Exhibit 10.16 THIRD AMENDMENT TO LICENSE AGREEMENT Agreement # LIC18110 This Third Amendment is made and entered into on the 8th day of June, 2023 (“Effective Date”), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as “Licensor”), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the University of

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).

Exhibit 10.17 THIRD AMENDMENT TO LICENSE AGREEMENT Agreement # LIC18111 THIS AMENDMENT, is effective, as of the 8th day of June 2023 (Effective Date of this Amendment), by and between the University of South Florida Research Foundation, Inc. (“USFRF”), a nonstock, nonprofit Florida Corporation under Chapter 617 Florida Statutes, and a direct-support organization of the University of South Florida

Form of Amendment to Standard Exclusive License Agreement with Sublicensing Terms Number LIC19050 with the University of South Florida Research Foundation, Inc., dated April 16, 2023 (incorporated by reference to Exhibit 10.14 of annual report on Form 10-K filed with the SEC on July 27, 2023).

Exhibit 10.14 SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT Agreement #LIC19050 This Second Amendment is made and entered into on the 17th day of April, 2023 (“Effective Date”), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as “Licensor”), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the

Alzamend Neuro Announces Positive Phase IIA Clinical Trial Results for AL001

Exhibit 99.1 Alzamend Neuro Announces Positive Phase IIA Clinical Trial Results for AL001 · Topline data identifies maximum tolerated dose from Phase IIA multiple ascending dose study as assessed by an independent safety review committee · Identified dose is unlikely to require lithium therapeutic drug monitoring · Alzamend plans two Phase II clinical trials to investigate the safety and efficacy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 ALZAMEND NEURO, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Alzamend Neuro, Inc. Corporate Presentation April 2023

Exhibit 99.1 Alzamend Neuro, Inc. Corporate Presentation April 2023 SAFE HARBOR STATEMENT 2 This presentation and other written or oral statements made from time to time by representatives of Alzamend Neuro, Inc . (the “Company” or “Alzamend”) contain “forward looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Excha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 ALZAMEND NEURO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Alzamend Neuro Announces the Initiation of a Phase I/IIA Trial for Its Immunotherapy Vaccine (ALZN002) to Treat Mild to Moderate Dementia of the Alzheimer’s Type

Exhibit 99.1 Alzamend Neuro Announces the Initiation of a Phase I/IIA Trial for Its Immunotherapy Vaccine (ALZN002) to Treat Mild to Moderate Dementia of the Alzheimer’s Type ATLANTA, GA, April 3, 2023 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), an early clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s disease (“Alzheimer’s”), b

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Topline data expected in June 2023

Exhibit 99.1 Alzamend Neuro Announces Completion of Clinical Portion of Phase IIA Multiple Ascending Dose Clinical Trial for AL001 Treatment of Dementia Related to Alzheimer’s Topline data expected in June 2023 ATLANTA, GA, March 22, 2023 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), an early clinical-stage biopharmaceutical company focused on developing novel products for the treatment of A

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Alzamend Neuro, Inc. Condensed Balance Sheets

Exhibit 99.1 Alzamend Neuro Reports Third Fiscal Quarter Financial Results and Provides a Business Update · Company had $7.4 Million Cash at January 31, 2023 · Additional Non-Dilutive Capital via Note Receivable of $14.8 Million Expected in December 2023 · Initiation of Phase I/IIA Clinical Trial for ALZN002 to Treat Mild to Moderate Dementia of the Alzheimer’s Type Expected in March 2023 · Toplin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2023 ALZAMEND NEURO,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizatio

Alzamend Neuro, Inc. Corporate Presentation January 2023

Exhibit 99.1 Alzamend Neuro, Inc. Corporate Presentation January 2023 SAFE HARBOR STATEMENT 2 This presentation and other written or oral statements made from time to time by representatives of Alzamend Neuro, Inc . (the “Company” or “Alzamend”) contain “forward looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 ALZAMEND NEURO,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizati

Alzamend Neuro, Inc. Corporate Presentation November 2022

Exhibit 99.1 Alzamend Neuro, Inc. Corporate Presentation November 2022 SAFE HARBOR STATEMENT 2 This presentation and other written or oral statements made from time to time by representatives of Alzamend Neuro, Inc . (the “Company” or “Alzamend”) contain “forward looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Ex

AGREEMENT FOR MARKETING AND BRAND DEVELOPMENT SERVICES

Exhibit 99.1 AGREEMENT FOR MARKETING AND BRAND DEVELOPMENT SERVICES This AGREEMENT FOR MARKETING AND BRAND DEVELOPMENT SERVICES (?Agreement?), dated as of November 1, 2022 but effective as of August 1, 2022 (?Effective Date?), is by and between BitNile Holdings, Inc., a Delaware corporation with offices located at 11411 Southern Highlands Pkwy, #240, Las Vegas, NV 89141 (?BitNile?), and Alzamend N

ALZN / Alzamend Neuro, Inc. / AULT MILTON C III - AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Alzamend Neuro, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 02262M308 (CUSIP Number) MILTON C. AULT,

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizatio

Alzamend Neuro Receives FDA “Study May Proceed” Letter for Phase I/IIA Trial Under Its Investigational New Drug Application for an Immunotherapy Vaccine (ALZN002) to Treat Mild to Moderate Dementia of the Alzheimer’s Type

Exhibit 99.1 Alzamend Neuro Receives FDA ?Study May Proceed? Letter for Phase I/IIA Trial Under Its Investigational New Drug Application for an Immunotherapy Vaccine (ALZN002) to Treat Mild to Moderate Dementia of the Alzheimer?s Type ATLANTA, GA, October 31, 2022 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (?Alzamend?), an early clinical-stage biopharmaceutical company focused on developing novel produ

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization

Alzamend Neuro Announces Addition of Healthy Subjects to Ongoing Phase IIA Clinical Trial for AL001 in Alzheimer’s Subjects

Exhibit 99.1 Alzamend Neuro Announces Addition of Healthy Subjects to Ongoing Phase IIA Clinical Trial for AL001 in Alzheimer’s Subjects Alzamend pursuing additional indications of bipolar disorder, major depressive disorder and post-traumatic stress disorder for AL001 ATLANTA, GA, October 5, 2022 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), an early clinical-stage biopharmaceutical company

Alzamend Neuro Submits IND Application for Phase I/IIA Trial for an Immunotherapy (ALZN002) to Treat Mild to Moderate Dementia of the Alzheimer’s Type

Exhibit 99.1 Alzamend Neuro Submits IND Application for Phase I/IIA Trial for an Immunotherapy (ALZN002) to Treat Mild to Moderate Dementia of the Alzheimer?s Type ATLANTA, GA, September 29, 2022 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (?Alzamend?), an early clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer?s disease (?Alzheimer?s?), bipolar

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizat

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizat

Alzamend Neuro Has Regained Compliance with Nasdaq's Minimum Bid Price Requirement

Exhibit 99.1 Alzamend Neuro Has Regained Compliance with Nasdaq's Minimum Bid Price Requirement ATLANTA, GA, September 22, 2022 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (?Alzamend?), an early clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer?s disease (?Alzheimer?s?), bipolar disorder, major depressive disorder (?MDD?) and post-traumatic stre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

Alzamend Neuro, Inc. Corporate Presentation August 2022

Exhibit 99.1 Alzamend Neuro, Inc. Corporate Presentation August 2022 SAFE HARBOR STATEMENT 2 This presentation and other written or oral statements made from time to time by representatives of Alzamend Neuro, Inc . (the ?Company? or ? Alzamend ?) contain ?forward looking statements? within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Ex

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission file number 001-40483 ALZAMEND NEURO, INC. (Exact name of r

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Alzamend Neuro Receives Positive Pre-IND Response from FDA for AL001 Treatment of Bipolar Disorder, Major Depressive Disorder and Post-Traumatic Stress Disorder

Exhibit 99.1 Alzamend Neuro Receives Positive Pre-IND Response from FDA for AL001 Treatment of Bipolar Disorder, Major Depressive Disorder and Post-Traumatic Stress Disorder ? Topline data expected in December 2022 from Phase IIA Multiple Ascending Dose Clinical Trial for AL001 Treatment of Dementia Related to Alzheimer?s ? Full data from Phase I first-in-human study demonstrated AL001 in plasma i

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Alzamend Neuro, Inc. Corporate Presentation June 2022

Exhibit 99.1 Alzamend Neuro, Inc. Corporate Presentation June 2022 SAFE HARBOR STATEMENT 2 This presentation and other written or oral statements made from time to time by representatives of Alzamend Neuro, Inc . (the ?Company? or ? Alzamend ?) contain ?forward looking statements? within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exch

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization) (

Joint Filing Agreement by and among Milton C. Ault, III, William B. Horne, Henry C.W. Nisser, Kenneth S. Cragun, David Katzoff, BitNile Holdings, Inc., Ault Life Sciences, Inc., Ault Life Sciences Fund, LLC, Digital Power Lending, LLC, and Ault Alpha LP, dated April 28, 2022.

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of Alzamend Neuro, Inc., a Delaware corporation. This Jo

ALZN / Alzamend Neuro, Inc. / AULT MILTON C III - AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 2)1 Alzamend Neuro, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 02262M308 (CUSIP Number) MILTON C. AULT,

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorpora

Alzamend Neuro, Inc. Corporate Presentation April 2022

Exhibit 99.1 Alzamend Neuro, Inc. Corporate Presentation April 2022 SAFE HARBOR STATEMENT 2 This presentation and other written or oral statements made from time to time by representatives of Alzamend Neuro, Inc . (the ?Company? or ? Alzamend ?) contain ?forward looking statements? within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exc

Alzamend Neuro, Inc. Corporate Presentation April 2022

Exhibit 99.1 Alzamend Neuro, Inc. Corporate Presentation April 2022 SAFE HARBOR STATEMENT 2 This presentation and other written or oral statements made from time to time by representatives of Alzamend Neuro, Inc . (the ?Company? or ? Alzamend ?) contain ?forward looking statements? within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exc

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2022 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2021 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizati

Alzamend Neuro Announces Positive Topline Data from Phase 1 First-in-Human Clinical Trial for AL001 Treatment of Dementia Related to Alzheimer’s

Alzamend Neuro Announces Positive Topline Data from Phase 1 First-in-Human Clinical Trial for AL001 Treatment of Dementia Related to Alzheimer?s Data show that AL001 is bioequivalent to the marketed lithium carbonate product and the shapes of the lithium plasma concentration versus time curves are similar TAMPA, FL, December 17, 2021 - Alzamend Neuro, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

FDA Agrees to Alzamend’s Plan to Conduct a Combined Phase 1 and 2 Clinical Trial for AL002

Exhibit 99.1 Alzamend Neuro Receives Positive Pre-IND Response From FDA for AL002, a Cell-Based Therapeutic Vaccine That Seeks to Restore the Ability of Patients? Immunological System to Combat Alzheimer?s Disease FDA Agrees to Alzamend?s Plan to Conduct a Combined Phase 1 and 2 Clinical Trial for AL002 TAMPA, FL., September 30, 2021?Alzamend Neuro, Inc. (Nasdaq: ALZN) (?Alzamend?), an early clini

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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 July 31, 2021 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40483 ALZAMEND NEURO, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2021 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization

Alzamend Neuro Announces It Has Contracted With Altasciences to Conduct a Phase I Relative Bioavailability Study for AL001 for Dementia Related to Alzheimer’s Disease in September 2021

Exhibit 99.1 Alzamend Neuro Announces It Has Contracted With Altasciences to Conduct a Phase I Relative Bioavailability Study for AL001 for Dementia Related to Alzheimer?s Disease in September 2021 TAMPA, FL., August 17, 2021?Alzamend Neuro, Inc. (Nasdaq: ALZN) (?Alzamend?), an early clinical-stage biopharmaceutical company focused on developing novel products for the treatment of neurodegenerativ

Alzamend Neuro Announces Additional Investment Under Its Investigational New Drug Application for AL001 for Dementia Related to Alzheimer’s Pursuant to the Securities Purchase Agreement with Digital Power Lending

Exhibit 99.1 Alzamend Neuro Announces Additional Investment Under Its Investigational New Drug Application for AL001 for Dementia Related to Alzheimer?s Pursuant to the Securities Purchase Agreement with Digital Power Lending Tampa, FL, August 4, 2021 ? Alzamend Neuro, Inc. (Nasdaq: ALZN) (?Alzamend?) announced that Digital Power Lending, LLC (?DPL?), a wholly owned subsidiary of Ault Global Holdi

ALZN / Alzamend Neuro, Inc. / AULT MILTON C III - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Alzamend Neuro, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 02262M308 (CUSIP Number) MILTON C. AULT,

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2021 Commission file number 001-40483 ALZAMEND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2021 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)

Alzamend Neuro Receives FDA “Study May Proceed” Letter for Phase 1 Clinical Study Under its Investigational New Drug Application for AL001 for Dementia Related to Alzheimer’s Disease

Exhibit 99.1 Alzamend Neuro Receives FDA ?Study May Proceed? Letter for Phase 1 Clinical Study Under its Investigational New Drug Application for AL001 for Dementia Related to Alzheimer?s Disease TAMPA, FL., July 28, 2021-Alzamend Neuro, Inc. (Nasdaq: ALZN) (?Alzamend?), an early clinical-stage stage biopharmaceutical company focused on developing novel products for the treatment of neurodegenerat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 ALZAMEND NEURO, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Alzamend Neuro Receives Positive Results for AL002 in a GLP Toxicology Study Using a Transgenic Mouse Model of Alzheimer’s Disease

Exhibit 99.1 Alzamend Neuro Receives Positive Results for AL002 in a GLP Toxicology Study Using a Transgenic Mouse Model of Alzheimer?s Disease AL002 is a Patented Method Using a Mutant-Peptide Sensitized Cell as a Cell-Based Therapeutic Vaccine TAMPA, FL, July 23, 2021 - Alzamend Neuro, Inc. (Nasdaq: ALZN) (?Alzamend?), a preclinical stage biopharmaceutical company focused on developing novel pro

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 g7232108k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2021 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporati

Form of 2021 Option Grants

Exhibit 99.4 ALZAMEND NEURO, INC. INCENTIVE STOCK OPTION AGREEMENT 1 Grant of Option. Alzamend Neuro, Inc., a Delaware corporation (the "Company"), grants to ("the Grantee"), effective March 23, 2021 (the "Grant Date"), an option (the "Option") to purchase an aggregate of 50,000 of the Company's common stock ("Common Stock" or "Shares"), at a price of $1.50 per Share (the ?Option Price?) which is

2021 Stock Incentive Plan

Exhibit 99.2 ALZAMEND NEURO, INC. 2021 STOCK INCENTIVE PLAN (effective February 17, 2021, subject to stockholder approval) 1 General 1.1 Purpose. The purposes of the 2021 Stock Incentive Plan (the ?Plan?) of Alzamend Neuro, Inc. (the ?Company?) is to promote the Company?s interests and the stockholders of the Company by providing (i) executive officers and other employees of the Company and its Su

2016 Amended and Restated Stock Incentive Plan

Exhibit 99.1 ALZAMEND NEURO, INC. 2016 Amended and Restated Stock Incentive Plan Alzamend Neuro Stock Incentive Plan ARTICLE I General 1.1 General The Alzamend Neuro, Inc. 2016 Amended and Restated Stock Incentive Plan (the ?Plan?) is designed to provide incentive compensation to certain selected individuals deemed by the Board, or its designee, to be critical to the business of Alzamend Neuro, In

Form of Common Stock certificate of Registrant.

Exhibit 4.3 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Alzamend Neuro, Inc. (hereinafter called the ?Company?), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alzamend Neuro, Inc. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on July 13, 2021 Registration No.

Form of 2019 Option Grants

Exhibit 99.3 ALZAMEND NEURO, INC. INCENTIVE STOCK OPTION AGREEMENT 1. Grant of Option. Alzamend Neuro, Inc., a Delaware corporation (the "Company"), grants to ("the Grantee"), effective November 26, 2019 (the "Grant Date"), an option (the "Option") to purchase an aggregate of of the Company's common stock ("Common Stock" or "Shares"), at a price of $1.50 per Share (the ?Option Price?) which is equ

ALZN / Alzamend Neuro, Inc. / AULT MILTON C III Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Alzamend Neuro, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 02262M308 (CUSIP Number) MILTON C. AULT,

JOINT FILING AGREEMENT

EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of Alzamend Neuro, Inc.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40483 81-1822909 (State or other jurisdiction of incorporation or organization)

Employment Agreement with Stephan Jackman, dated June 17, 2021 (incorporated by reference to Exhibit 10.01 of Form 8-K filed with the SEC on June 22, 2021)

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of this 17th day of June 2021 ("Effective Date?), by and between Alzamend Neuro, Inc., a Delaware corporation, with an address of 3802 Spectrum Blvd., Suite 112C, Tampa, FL 33612 (the ?Company?) and Stephan Jackman, an individual (the ?Executive?). WITNESSETH: WHEREAS the

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 June 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Alzamend Neuro, Inc. Rule 424(b) Prospectus relating to Registration Statement on Form S-1 (File No. 333-255955) Ladies and Gentlemen: On behalf of Alzamend Neuro, Inc., a Delaware corporation, we hereby submit in electronic format fo

2,500,000 Shares Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-255955? Prospectus 2,500,000 Shares Common Stock This is the initial public offering of shares of common stock of Alzamend Neuro, Inc. We are offering 2,500,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. We expect the initial public offering price to be $5.00 pe

: S

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 June 14, 2021 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Tim Buchmiller and Vanessa Robertson, Office of Life Sciences Division of Corporation Finance Re: Alzamend Neuro, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed June 11, 2021 File No. 333-255955 Ladies and Gentlemen: On behalf o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ALZAMEND NEURO, INC. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 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 No.) 3

As filed with the Securities and Exchange Commission on June 11, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 11, 2021 Registration No.

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 June 10, 2021 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams and Tim Buchmiller Division of Corporation Finance, Office of Life Sciences Re: Alzamend Neuro, Inc. Registration Statement on Form S-1 (No. 333-255955) Registration Statement on Form 8-A (No. 001- ) Ladies

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 June 10, 2021 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams and Tim Buchmiller Division of Corporation Finance, Office of Life Sciences Re: Alzamend Neuro, Inc. Registration Statement on Form S-1 (No. 333-255955) Registration Statement on Form 8-A (No. 001- ) Ladies

[Signature Page Follows]

June 10, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams, Esq., Division of Corporation Finance, Office of Life Sciences Re: Alzamend Neuro, Inc. Registration Statement on Form S-1 Filed May 10, 2021, as amended File No. 333-255955 Dear Ms. Adams: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities

June 9, 2021

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 June 9, 2021 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams, Esq., Division of Corporation Finance, Office of Life Sciences Re: Alzamend Neuro, Inc. Registration Statement on Form S-1 (No. 333-255955) Registration Statement on Form 8-A (No. 001- ) Ladies and Gentleme

As filed with the Securities and Exchange Commission on June 7, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 7, 2021 Registration No.

1 Alzamend Neuro, Inc. June 2021 Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Registration Statement File No. 333-255955 FREE WRITING PROSPECTUS STATEMENT This presentation highlights basic information about us and the offering to which

1 Alzamend Neuro, Inc. June 2021 Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Registration Statement File No. 333-255955 FREE WRITING PROSPECTUS STATEMENT This presentation highlights basic information about us and the offering to which this presentation relates. Because it is a summary, it does not contain all of the information that you should consider before investing in our securi

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612 June 7, 2021 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Abby Adams and Tim Buchmiller, Office of Life Sciences Division of Corporation Finance Re: Alzamend Neuro, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed June 3, 2021 File No. 333-255955 Ladies and Gentlemen

As filed with the Securities and Exchange Commission on June 3, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 3, 2021 Registration No.

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612 June 3, 2021 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Abby Adams and Tim Buchmiller, Office of Life Sciences Division of Corporation Finance Re: Alzamend Neuro, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed May 25, 2021 File No. 333-255955 Ladies and Gentlemen

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612 May 28, 2021 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Abby Adams and Tim Buchmiller, Office of Life Sciences Division of Corporation Finance Re: Alzamend Neuro, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed May 25, 2021 File No. 333-255955 Ladies and Gentlemen

Alzamend Neuro, Inc.Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Registration Statement File No. 333-255955Ma¹ y 2021

Alzamend Neuro, Inc.Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Registration Statement File No. 333-255955Ma? y 2021 FREE WRITING PROSPECTUS STATEMENT This presentation highlights basic information about us and the offering to which this presentation relates. Because it is a summary, it does not contain all of the information that you should consider before investing in our securitie

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612

CORRESP 1 filename1.htm ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612 May 27, 2021 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Abby Adams and Tim Buchmiller, Office of Life Sciences Division of Corporation Finance Re: Alzamend Neuro, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed May 25, 2021 File No. 333-255

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).

Exhibit 10.17 May 6, 2021 Milton C. Ault, III Dear Todd: As you know, on May 5, 2021, the Board of Directors (the ?Board?) of Alzamend Neuro, Inc. (the ?Company?) approved the proposed terms associated with, contingent upon the effectiveness of the Company?s initial public offering (the ?IPO?), your agreement to (i) resign as the Company?s Executive Chairman of the Board and (ii) cause Ault Life S

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612 May 25, 2021 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Abby Adams and Tim Buchmiller, Office of Life Sciences Division of Corporation Finance Re: Alzamend Neuro, Inc. Registration Statement on Form S-1 Filed May 10, 2021 File No. 333-255955 Ladies and Gentlemen: On behalf of Alza

Underwriting Agreement.

Exhibit 1.1 SPARTAN CAPITAL SECURITIES, LLC ALZAMEND NEURO, INC. [?] Shares of Common Stock Underwriting Agreement [?], 2021 SPARTAN CAPITAL SECURITIES, LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o Spartan Capital Securities, LLC 45 Broadway, 19th Floor New York, New York 10006 Ladies and Gentlemen: Alzamend Neuro, Inc., a Delaware corporation (the ?Company?),

As filed with the Securities and Exchange Commission on May 25, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 25, 2021 Registration No.

Securities Purchase Agreement with Ault Global Holdings, Inc. dated August 31, 2020.

Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of August 31, 2020, by and between ALZAMEND NEURO, INC., a Delaware corporation, with headquarters located at 3802 Spectrum Blvd., Suite #112C, Tampa, FL 33612 (the ?Company?), and DPW HOLDINGS, INC., a Delaware corporation, with its address at 201 Shipyard Way, Suite E, Newport Beach, CA 926

Transition Services Consulting Agreement with William B. Horne dated December 1, 2018.

Exhibit 10.12 TRANSITION SERVICES CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?), dated as of December 31, 2018 with an effective date of February 1, 2019 (the ?Effective Date?), is entered into by and between Alzamend Neuro, a Delaware corporation, having his headquarters 3802 Spectrum Boulevard, Suite 112C, Tampa, Florida 33612 and William B. Horne, an individual (the ?Consulta

Power of Attorney (included on signature page of the registration statement).

As filed with the Securities and Exchange Commission on May 10, 2021 Registration No.

Amended and Restated Bylaws.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ALZAMEND NEURO, INC. a Delaware Corporation Effective as of February 17, 2021 TABLE OF CONTENTS Page Article I ? Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II ? Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Stockholders? Meetings 1 2.5 Manner of Giving Notice; Affid

Note Receivable Agreement with Avalanche International Corp. dated April 10, 2018.

Exhibit 10.13 AVALANCHE INTERNATIONAL CORP. Term Promissory Note Face Amount: $995,500 April 10, 2018 Purchase Price: $905,000 New York, NY FOR VALUE RECEIVED, the undersigned, Avalanche International Corp., (the ?Borrower?), promises to pay to the order of Alzamend Neuro, Inc., its successors or assigns (the ?Holder?), Nine Hundred Ninety-Five Thousand, Five Hundred Dollars ($995,500), or such le

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612 May 10, 2021 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Abby Adams, Esq. and Tim Buchmiller, Esq., Office of Life Sciences Division of Corporation Finance Re: Alzamend Neuro, Inc. Draft Registration Statement on Form S-1 Submitted April 2, 2021 CIK No. 0001677077 Ladies and Gentle

SECURITIES PURCHASE AGREEMENT

Exhibit 10.16 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is entered into and effective as of March 9, 2021, by and between Alzamend Neuro, Inc., a Delaware corporation (the ?Company?) and Digital Power Lending LLC, a California limited liability company (including its designees, successors and assigns, the ?Purchaser?). RECITALS A. The parties desire that,

AMENDED AND RESTATED BYLAWS ALZAMEND NEURO, INC. a Delaware Corporation Effective as of February 17, 2021 TABLE OF CONTENTS

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF ALZAMEND NEURO, INC. a Delaware Corporation Effective as of February 17, 2021 TABLE OF CONTENTS Page Article I ? Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II ? Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Stockholders? Meetings 1 2.5 Manner of Giving Notice; Affid

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Confidential Draft Submission No. 2 submitted to the Securities and Exchange Commission on April 2, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 2

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612

ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612 April 2, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Tim Buchmiller, Esq., Office of Life Sciences Re: Alzamend Neuro, Inc. Draft Registration Statement on Form S-1 Submitted December 29, 2020 CIK No. 0001677077 Ladies and Gentlemen: On behalf o

TRANSITION SERVICES CONSULTING AGREEMENT

Exhibit 10.12 TRANSITION SERVICES CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?), dated as of December 31, 2018 with an effective date of February 1, 2019 (the ?Effective Date?), is entered into by and between Alzamend Neuro, a Delaware corporation, having his headquarters 3802 Spectrum Boulevard, Suite 112C, Tampa, Florida 33612 and William B. Horne, an individual (the ?Consulta

SECURITIES PURCHASE AGREEMENT

Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of August 31, 2020, by and between ALZAMEND NEURO, INC., a Delaware corporation, with headquarters located at 3802 Spectrum Blvd., Suite #112C, Tampa, FL 33612 (the ?Company?), and DPW HOLDINGS, INC., a Delaware corporation, with its address at 201 Shipyard Way, Suite E, Newport Beach, CA 926

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EX-10.15 6 filename6.htm Exhibit 10.15 March 3, 2021 STRICTLY CONFIDENTIAL Alzamend Neuro Inc. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612 Attn: Stephan Jackman Chief Executive Officer Dear Mr. Jackman: This letter agreement (this “Agreement”) constitutes the agreement between Alzamend Neuro Inc. (the “Company”) and Spartan Capital Securities, LLC (“Spartan”), that Spartan shall serve

AVALANCHE INTERNATIONAL CORP. Term Promissory Note

Exhibit 10.13 AVALANCHE INTERNATIONAL CORP. Term Promissory Note Face Amount: $995,500 April 10, 2018 Purchase Price: $905,000 New York, NY FOR VALUE RECEIVED, the undersigned, Avalanche International Corp., (the ?Borrower?), promises to pay to the order of Alzamend Neuro, Inc., its successors or assigns (the ?Holder?), Nine Hundred Ninety-Five Thousand, Five Hundred Dollars ($995,500), or such le

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1-SA 1 p12262001sa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA þ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ¨ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the semiannual period ended: October 31, 2020 ALZAMEND NEURO, INC. (Exact name of issuer as specified in its charter) Delaware 81-1822909 State or other jurisdiction of incorporation or organ

Email: [email protected]

Email: [email protected] Direct Dial: 212.451.2234 December 29, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Re: Alzamend Neuro, Inc. Draft Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of Alzamend Neuro, Inc., a Delaware corporation (the ?Company?), we hereby submit through

Confidential Draft Submission No. 1 submitted to the Securities and Exchange Commission on December 29, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains

Confidential Draft Submission No. 1 submitted to the Securities and Exchange Commission on December 29, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No

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ALZAMEND NEURO, INC. 3802 Spectrum Blvd., Suite 112c Tampa, Florida 33612 September 21, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.C. 20549 Attention: Tim Buchmiller and Irene Paik Re: Alzamend Neuro, Inc. Offering Statement on Form 1-A File No. 024-11124 Ladies and Gentlemen: In accordance with Rule 259 under the Securit

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: April 30, 2020 ALZAMEND NEURO, INC. (Exact name of issuer as specified in its charter) Delaware 2834 81-1822909 State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)

- AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA/A Amendment No. 1 ☑ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the semiannual period ended: October 31, 2019 ALZAMEND NEURO, INC. (Exact name of issuer as specified in its charter) Delaware 81-1822909 State or other jurisdiction of incorporation or organizati

Standard Exclusive License Agreement with Sublicensing Terms Number LIC19050 with the University of South Florida Research Foundation, Inc., dated June 10, 2020 (incorporated by reference to Exhibit 6.6 of Form 1-K filed with the SEC on August 28, 2020).

EX1K-6 MAT CTRCT 3 ex66.htm EXHIBIT 1K-6.6 Exhibit 6.6 STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMS Agreement # LIC19050 This Agreement is made effective nunc pro tunc November 1, 2019, (the “Effective Date”) by and between the University of South Florida Research Foundation, Inc. (hereinafter called “ Licensor”), a nonstock, nonprofit Florida corporation, under Chapter 617 Florida

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).

Exhibit 6.7 STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMS Agreement # LIC19051 This Agreement is made effective nunc pro tunc November 1, 2019, (the “Effective Date”) by and between the University of South Florida Research Foundation, Inc. (hereinafter called “ Licensor”), a nonstock, nonprofit Florida corporation, under Chapter 617 Florida Statutes, and a direct support organizatio

As submitted to the Securities and Exchange Commission on March 12, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 ALZAMEND NEURO, INC. (Exact name

As submitted to the Securities and Exchange Commission on March 12, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.