Alzamend Neuro Inc

The risks described in Part I, Item 1A, “Risk Factors,” in our 2023 Annual Report on Form 10-K, could materially and adversely affect our business, financial condition and results of operations, and the trading price of our Common Stock could decline. These risk factors do not identify all risks that we face - our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. The Risk Factors section of our 2023 Annual Report on Form 10-K remains current in all material respects.

On January 31, 2024, we entered into the AL SPA with Ault Lending for the purchase of up to 6,000 shares of Series B convertible preferred stock and warrants to purchase shares of the Company’s Common Stock. The AL SPA provides that Ault Lending may purchase up to $6 million of Series B Convertible Preferred Stock in one or more closings.

On January 31, 2024, we sold 1,220 shares of Series B Convertible Preferred Stock and Warrants to purchase 1,220,000 shares of Common Stock with an exercise price of $1.20, for a total purchase price of $1.22 million. The purchase price was paid by the cancellation of $1.15 million of cash advances made by Ault Lending to us between November 9, 2023 and January 31, 2024 and a subscription receivable of $70,000.

None.

Not applicable.