Alzamend Neuro, Inc.
For the period ended Jul 31, 2025. Filed Sep 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2025 · Filed Sep 10, 2025
ALZN$1.41-9.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-01-31; filed 2025-03-10.
0001214659-25-004123
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-07-31; filed 2025-09-10.
0001214659-25-013609
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 126 previous paragraphs and 81 current paragraphs.
52 unchanged; 23 reworded; 6 added; 43 removed; 8 previous and 0 current paragraphs rearranged.
Tables are not compared: 36 previous and 32 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Research and Development Expenses
Current report
Professional Fees
Current report
Professional Fees
Current report
Stock-Based Compensation Expense
Current report
See Note 8 Equity Transactions in the notes to the financial statements for a description of our latest fundraising activities.
Current report
During the three months ended July 31, 2025, there was no net cash used in investing activities.
Removed paragraphs (43)
Previous report
**Research and Development Expenses.**Research and development costs are expensed as incurred. Research and development costs consist of scientific consulting fees and lab supplies, as well as fees paid to other entities that conduct certain research and development activities on behalf of our company.
Previous report
We have acquired and may continue to acquire the rights to develop and commercialize new product candidates from third parties. The upfront payments to acquire license, product or rights, as well as any future milestone payments, are immediately recognized as research and development expense, provided that there is no alternative future use of the rights in other research and development projects.
Previous report
During the three months ended January 31, 2025 and 2024, we incurred research and development stock-based compensation expense of nil and $71,000, respectively, related to stock option grants and restricted stock grants to executives, employees and consultants. The decrease in stock-based compensation expense for the three months ended January 31, 2025 was a result of fewer stock options vesting during the period compared to the prior year period.
Previous report
Results of Operations for the Nine Months Ended January 31, 2025 and 2024
Previous report
Revenue
Previous report
Clinical Trial Fees
Previous report
During the nine months ended January 31, 2025 and 2024, we incurred research and development stock-based compensation expense of nil and $214,000, respectively, related to stock option grants and restricted stock grants to executives, employees and consultants. The decrease in stock-based compensation expense for the nine months ended January 31, 2025 was a result of fewer stock options vesting during the period compared to the prior year period.
Previous report
Other Research and Development Expenses
Previous report
General and Administrative Expenses
Previous report
Salaries and Benefits
Previous report
During the nine months ended January 31, 2025 and 2024, we incurred $780,000 and $606,000, respectively, in employee-related expenses. The increase in salaries and benefits was due to a bonus paid to our chief executive officer. As of January 31, 2025, we had four full-time and three part-time employees.
Previous report
During the nine months ended January 31, 2025 and 2024, we incurred professional fees of $433,000 and $620,000, respectively. During the nine months ended January 31, 2025, we incurred $173,000 in audit fees, $144,000 in legal fees, $92,000 in investor relations fees, $22,000 in tax preparation fees, and $2,000 in consulting fees. During the nine months ended January 31, 2024, we incurred $224,000 in audit fees, $170,000 in investor relations fees, $99,000 in legal fees, $38,000 in related party consulting, $34,000 in consulting fees, $30,000 in tax preparation fees and $24,000 in Sarbanes-Oxley compliance fees. The decrease in professional fees was due mainly to lower audit, investor relations, consulting fees, related party consulting and Sarbanes-Oxley compliance fees partially offset by higher legal fees.
Previous report
Insurance Expense
Previous report
During the nine months ended January 31, 2025 and 2024, we incurred general and administrative stock-based compensation expense of $244,000 and $660,000, respectively, related to stock option grants and restricted stock grants to executives, employees and consultants. The decrease in stock-based compensation expense for the nine months ended January 31, 2025, was a result of fewer stock options vesting during the period compared to the prior year period.
Previous report
Marketing Fees
Previous report
During the nine months ended January 31, 2025 and 2024, we incurred marketing fees of $344,000 and $247,000, respectively. The increase was due to a marketing program launched to promote our company and our stock during the nine months ended January 31, 2025.
Previous report
Series B Preferred Financing
Previous report
On January 31, 2024, we entered into a securities purchase agreement (“AL SPA”) with Ault Lending, LLC (“Ault Lending”) whereby Ault Lending may purchase of up to 6,000 shares of series B convertible preferred stock (“Series B Convertible Preferred Stock”) and warrants to purchase shares up to 600,000 shares of our 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. Ault Lending has the right to purchase up to $2 million of Series B Convertible Preferred Stock, on or before March 31, 2024, and the right to purchase up to $4 million of Series B Convertible Preferred Stock after March 31, 2024, but on or before March 31, 2025 (the “Termination Date”). The Agreement will automatically terminate if the final closing has not occurred prior to the Termination Date.
Previous report
During the year ended April 30, 2024, we sold an aggregate of 2,100 shares of Series B Convertible Preferred Stock and warrants to purchase 210,000 shares of common stock with an exercise price of $12.00, for a total purchase price of $2.1 million. The purchase price was paid by the cancellation of $1.15 million of cash advances made by Ault Lending to us between November 9, 2023 and January 31, 2024 and the remaining $950,000 in cash.
Previous report
The Series B Convertible Preferred Stockhas a stated value of $1,000 per share (“Series B Stated Value”) and does not accrue dividends. Each share of Series B Convertible Preferred Stock is convertible into a number of shares of common stock determined by dividing the Series B Stated Value by $10.00 (the “Series BConversion Price”). The Series BConversion Price is subject to adjustment in the event of an issuance of common stock at a price per share lower than the Series BConversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The holders of the Series B Convertible Preferred Stock are entitled to vote with the common stock as a single class on an as-converted basis, subject to applicable law provisions of the Delaware General Corporation Law and Nasdaq, provided however, that for purposes of complying with Nasdaq regulations, the conversion price, for purposes of determining the number of votes the holder of Series B Convertible Preferred Stock is entitled to cast, shall not be lower than $8.73 (the “Voting Floor Price”), which represents the closing sale price of the common stock on the trading day immediately prior to the date of execution of the AL SPA. The Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.
Previous report
The warrants have an exercise price of $12.00 (the “Series BExercise Price”) and become exercisable on the first business day after the six-month anniversary of issuance (the “Series BInitial Exercise Date”) and have a five-year term, expiring on the fifth anniversary of the Series BInitial Exercise Date. The Series BExercise Price is subject to adjustment in the event of an issuance of common stock at a price per share lower than the Series BExercise Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.
Previous report
Series A Preferred Financing
Previous report
On May 8, 2024, we and Orchid Finance, LLC (“Orchid”), entered into a securities purchase agreement (the “Old Orchid SPA”) for the purchase of up to 2,500 shares of Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”) and warrants to purchase shares up to 2,500,000 shares of common stock in several tranche closings.
Previous report
On May 10, 2024, we sold 100 shares of Series A Convertible Preferred Stock and warrants to purchase 80,000 shares of common stock with an exercise price of $12.50, for a total purchase price of $1.0 million. The purchase price was paid by the surrender and cancellation of a term note issued by us to Orchid of $311,356, consisting of $310,000 of principal and $1,356 of accrued and unpaid interest, $100,000 discount and net cash of $588,644. On June 25, 2024, we sold 150 shares of Series A Convertible Preferred Stock and warrants to purchase 120,000 shares of common stock with an exercise price of $12.50, for a total purchase price of $1.5 million. The purchase price was paid in cash. On August 19, 2024, we sold 200 shares of Series A Convertible Preferred Stock and warrant to purchase 160,000 shares of common stock with an exercise price of $12.50, for a total purchase price of $2.0 million. The purchase price was paid in cash. On August 21, 2024, we sold 250 shares of Series A Convertible Preferred Stock and warrant to purchase 200,000 shares of common stock with an exercise price of $12.50, for a total purchase price of $2.5 million less $100,000 discount. The purchase price was paid in cash. On September 11, 2024, we sold 100 shares of Series A Convertible Preferred Stock and warrant to purchase 80,000 shares of common stock with an exercise price of $12.50, for a total purchase price of $1.0 million. The purchase price was paid in cash.
Previous report
Pursuant to the Orchid SPA, Orchid has agreed to purchase the remaining 1,700 Preferred Shares based on our achievement of the milestones set forth below (the “Milestones”):
Previous report
Notwithstanding the foregoing Milestones, Orchid has the ability to invest any amount in its sole discretion in advance of the dates that the foregoing Milestones shall have been met. In the event that the average closing price of the common stock during the three trading days preceding the date of a tranche closing shall not be equal to or greater than $2.50 a share (the “Floor Price”), then the applicable closing shall be delayed until such time as the price meets the required threshold. We agreed to pay Ault Lending an origination fee of five percent (5%) of the total gross proceeds we receive from Orchid upon each purchase of Series A Convertible Preferred Stock. We also agreed to pay Orchid a fee of $100,000 upon the first closing, which occurred on May 10, 2024, $100,000 upon the third closing, which occurred on August 21, 2024, and the fourth, eighth and thirteenth closings constituting parts of the Final Tranche.
Previous report
The Old Registration Statement, which registered for resale the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock and exercise of the warrants, was declared effective on July 9, 2024. In addition, we agreed to use our best efforts to hold a special meeting of our stockholders within 90 days of the execution date of the Orchid SPA for purposes of seeking stockholder approval of the issuance of all the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock and the exercise of the warrants in excess of the “Nasdaq Limit,” which is 19.99% of our shares of common stock issued and outstanding on the execution date of the Orchid SPA. We held a special meeting of stockholders on July 8, 2024, at which time, the stockholders approved the issuance of all the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock and the exercise of the warrants in excess of the “Nasdaq Limit.”
Previous report
The Series A Convertible Preferred Stockhas a stated value of $10,000 per share (“Series A Stated Value”) and accrues dividendsat the rate of 15% per annum, payable quarterly in arrears in cash or paid-in-kind shares, in Orchid’s sole discretion. Each share of Series A Convertible Preferred Stock is convertible into a number of shares of common stock determined by dividing the Series A Stated Valueby(y) the greater of (i) the Floor Price and (ii) the lesser of (A) $15.00 and (B) 80% of the lowest closing price of our common stock during the three trading days immediately prior to the date of conversion into conversion shares (the “Series AConversion Price”). The Series AConversion Price is subject to adjustment in the event of an issuance of common stock at a price per share lower than the Series AConversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The holders of the Series A Convertible Preferred Stock are entitled to vote with the common stock as a single class on an as-converted basis, subject to applicable law provisions of the Delaware General Corporation Law and Nasdaq, provided however, that for purposes of complying with Nasdaq regulations, the conversion price, for purposes of determining the number of votes the holder of Series A Convertible Preferred Stock is entitled to cast, shall not be lower than $5.63 (the “Series A Voting Floor Price”), which represents the closing sale price of the common stock on the trading day immediately prior to the date of execution of the Orchid SPA. The Series A Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.
Previous report
The warrants have an exercise price of $12.50 (the “Series AExercise Price”) and are exercisable upon issuance and have a five-year term, expiring on the fifth anniversary of issuance. The Series AExercise Price is subject to adjustment in the event of an issuance of common stock at a price per share lower than the Series AExercise Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The warrants are exercisable on a cashless basis in the event that there is not then an effective resale registration statement for the common stock issuable upon exercise of the warrants.
Previous report
At-the-Market Offering
Previous report
On October 3, 2024, we entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC (the “ATM Offering”), as sales agent to sell shares of our common stock, having an aggregate offering price of up to approximately $6.5 million from time to time, through the ATM Offering. On October 3, 2024, we filed a prospectus supplement with the SEC relating to the offer and sale of up to approximately $6.5 million in shares of common stock in the ATM Offering.
Previous report
The offer and sale of the shares will be made pursuant to our effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-273610) filed with the SEC on August 2, 2023 and declared effective by the SEC on August 10, 2023.
Previous report
During the nine months ended January 31, 2025, we sold an aggregate of 1,321,468 shares of common stock pursuant to the ATM Offering for gross proceeds of $2.0 million and net proceeds of $1.9 million. From February 1, 2025 to March 7, 2025, we sold an aggregate of 800,673 shares of common stock pursuant to the ATM Offering for gross proceeds of $869,000 and net proceeds of $843,000.
Previous report
On February 28, 2025, we and Orchid entered into a securities purchase & exchange agreement (the “New Orchid SPA”) for the (i) exchange of 97.7511 shares of Series A Convertible Preferred Stock for an equal number of shares of the Company’s Series C convertible preferred stock (the “Series C Convertible Preferred Stock”) and (ii) purchase of up to 500 shares of Series C Convertible Preferred Stock and warrants to purchase up to 1,000,000 shares of Common Stock in several tranche closings.
Previous report
On March 3, 2025, Orchid exchanged the 97.7511 shares of Series A Convertible Preferred Stock it owned for an equal number of shares of Series C Convertible Preferred Stock (the “Exchange”). In addition, in connection with the Exchange, Orchid received from the Company warrants to purchase 1,000,000 shares of Common Stock and Orchid canceled all warrants previously issued to it, which were exercisable for an aggregate of 640,000 shares of Common Stock. Finally, as a result of the Exchange, the Old Orchid SPA, and all rights and obligations thereto, were canceled.
Previous report
Pursuant to the New Orchid SPA, Orchid shall purchase up to 500 shares of Series C Convertible Preferred Stock as follows:
Previous report
Notwithstanding the foregoing, Orchid has the ability to invest any amount in its sole discretion in advance of the dates set. In the event that the average closing price of the common stock during the three trading days preceding the date of a tranche closing shall not be equal to or greater than $0.10 a share (the “Series C Floor Price”), then the applicable closing shall be delayed until such time as the price meets the required threshold.
Previous report
The New Orchid SPA may be terminated by either us or Orchid in the event that the Registration Statement has not been declared effective by the Securities and Exchange Commission by April 15, 2025. In addition, we agreed to use our best efforts to hold a meeting of our stockholders within 90 days of the execution date of the New Orchid SPA for purposes of seeking stockholder approval of the issuance of all the shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock and the exercise of the warrants in excess of the “Nasdaq Limit,” which is 19.99% of our shares of common stock issued and outstanding on the execution date of the New Orchid SPA. We intend to hold our annual meeting of stockholders on April 25, 2025, at which time, the stockholders will be asked approved the issuance of all the shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock and the exercise of the warrants in excess of the “Nasdaq Limit.”
Previous report
The Series C Convertible Preferred Stockhas a stated value of $10,000 per share (“Series C Stated Value”) and accrues dividendsat the rate of 15% per annum, payable quarterly in arrears in cash or paid-in-kind shares, in Orchid’s sole discretion. Each share of Series C Convertible Preferred Stock is convertible into such number of shares of Common Stock equal to (x) the stated value of the Series C Convertible Preferred Stock being converted plus all accrued but unpaid dividends, divided by (y) the greater of (i) the Series C Floor Price, and (ii) the lesser of (A) $15.00 and (B) 80% of the lowest closing price of the Common Stock during the three (3) trading days immediately prior to the date of conversion (the “Series CConversion Price”). The Series CConversion Price is subject to adjustment in the event of an issuance of common stock at a price per share lower than the Series CConversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The holders of the Series C Convertible Preferred Stock are entitled to vote with the common stock as a single class on an as-converted basis, subject to applicable law provisions of the Delaware General Corporation Law and Nasdaq, provided however, that for purposes of complying with Nasdaq regulations, the conversion price, for purposes of determining the number of votes the holder of Series C Convertible Preferred Stock is entitled to cast, shall not be lower than $0.8375 (the “Series C Voting Floor Price”), which represents the closing sale price of the common stock on the trading day immediately prior to the date of execution of the New Orchid SPA. The Series C Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.
Previous report
The warrants have an exercise price of $0.92125 (the “Series CExercise Price”) and are exercisable upon issuance and have a five-year term, expiring on the fifth anniversary of issuance. The Series CExercise Price is subject to adjustment in the event of an issuance of common stock at a price per share lower than the Series CExercise Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The warrants are exercisable on a cashless basis in the event that there is not then an effective resale registration statement for the common stock issuable upon exercise of the warrants.
Showing the first 40 of 43 passages. Open the source sections for the rest.
Reworded paragraphs (23)
Previous wording
On November 19, 2024, we announced final full data set from a nonclinical study comparing brain and plasma lithium exposures between AL001 and lithium carbonate in Alzheimer’s transgenic mice. The study was conducted at the University of South Florida and the bioanalytical procedures for determination of lithium concentration in the brain and plasma samples were conducted under good laboratory practice standards by Sannova Analytical LLC. The study involved administering AL001, a good manufacturing practices-quality active pharmaceutical ingredient (“API”) to 5XFAD mice, a recognized model for Alzheimer’s research, to compare its effects against lithium carbonate, an FDA approved and marketed API. Mice received either high or low doses scaled to humans of both AL001 and lithium carbonate over a 14-day period to observe pharmacokinetic steady-state drug conditions. On the 15th day, the mice were analyzed to assess how the treatments affected lithium concentrations in different brain regions and in their plasma.
Current wording
On November 19, 2024, we announced a final full data set from a nonclinical study comparing brain and plasma lithium exposures between AL001 and lithium carbonate in Alzheimer’s transgenic mice. The study was conducted at the University of South Florida and the bioanalytical procedures for determination of lithium concentration in the brain and plasma samples were conducted under good laboratory practice standards by Sannova Analytical LLC. The study involved administering AL001, a good manufacturing practices-quality active pharmaceutical ingredient (“API”) to 5XFAD mice, a recognized model for Alzheimer’s research, to compare its effects against lithium carbonate, an FDA approved and marketed API. Mice received either high or low doses scaled to humans of both AL001 and lithium carbonate over a 14-day period to observe pharmacokinetic steady-state drug conditions. On the 15th day, the mice were analyzed to assess how the treatments affected lithium concentrations in different brain regions and in their plasma.
Previous wording
The dosing level identified as optimal in this robust nonclinical study will serve as the foundation for advancing the evaluation of AL001 in the comprehensive ‘Lithium in Brain’ Phase II clinical trials. These trials, conducted in collaboration with Massachusetts General Hospital, will encompass a diverse cohort of both healthy subjects and patients diagnosed with mild to moderate Alzheimer’s disease, BD, MDD and PTSD.
Current wording
The dosing level identified as optimal in this robust nonclinical study will serve as the foundation for advancing the evaluation of AL001 in the comprehensive ‘Lithium in Brain’ Phase II clinical trials. These trials, conducted in collaboration with Massachusetts General Hospital, will encompass a diverse cohort of both healthy subjects and patients diagnosed with mild to moderate Alzheimer’s disease, BD, MDD and PTSD. In May 2025, we began the trial and dosed the first healthy subject.
Previous wording
Research and development expenses for the three months ended January 31, 2025 and 2024 were $447,000 and $1.9 million, respectively. As reflected in the table below, research and development expenses primarily consisted of professional fees and clinical trial fees:
Current wording
Research and development expenses for the three months ended July 31, 2025 and 2024 were $1.7 million and $207,000, respectively. As reflected in the table below, research and development expenses primarily consisted of professional fees and clinical trial fees:
Previous wording
During the three months ended January 31, 2025 and 2024, we incurred professional fees of $135,000 and $560,000, respectively, which were primarily comprised of professional fees attributed to various types of scientific services, including FDA consulting services. The decrease relates to lower professional fees incurred given the reduction in clinical trial activities.
Current wording
During the three months ended July 31, 2025 and 2024, we incurred professional fees of $74,000 and $184,000, respectively, which were primarily comprised of professional fees attributed to various types of scientific services, including FDA consulting services. The decrease relates to lower professional fees required to support the previous and upcoming clinical trial activities.
Previous wording
During the three months ended January 31, 2025 and 2024, we incurred clinical trial fees of $298,000 and $1.3 million, respectively. Clinical trial fees for the three months ended January 31, 2025 were for our initial set-up for our Phase IIA brain imaging study with Massachusetts General. Clinical trial fees for the three months ended January 31, 2024 were for our Phase IIA clinical trial for AL001 and our Phase I/IIA clinical trial for ALZN002.
Current wording
During the three months ended July 31, 2025 and 2024, we incurred clinical trial fees of $1.7 million and nil, respectively. Clinical trial fees for the three months ended July 31, 2025 were for our Phase IIA brain imaging study with Massachusetts General Hospital.
Previous wording
During the three months ended January 31, 2025 and 2024, we incurred other fees of $14,000 and $27,000, respectively, which were primarily comprised of scientific materials required for our clinical trials.
Current wording
During the three months ended July 31, 2025 and 2024, we incurred other fees of $6,000 and $22,000, respectively, which were primarily comprised of scientific materials required for our clinical trials.
Previous wording
General and administrative expenses for the three months ended January 31, 2025 and 2024 were $590,000 and $750,000, respectively. As reflected in the table below, general and administrative expenses primarily consisted of the following expense categories: salaries and benefits; professional fees; insurance; stock-based compensation expense; marketing fees; as well as board of director fees. For the three months ended January 31, 2025 and 2024, the remaining general and administrative expenses of $116,000 and $99,000, respectively, primarily consisted of payments for filing fees, transfer agent fees, travel and entertainment and other office expenses, none of which was significant individually.
Current wording
General and administrative expenses for the three months ended July 31, 2025 and 2024 were $959,000 and $756,000, respectively. As reflected in the table below, general and administrative expenses primarily consisted of the following expense categories: salaries and benefits; professional fees; insurance; stock-based compensation expense; marketing fees; and board of director fees. For the three months ended July 31, 2025 and 2024, the remaining general and administrative expenses of $102,000 and $62,000, respectively, primarily consisted of payments for filing fees, transfer agent fees, travel and entertainment and other office expenses, none of which was significant individually.
Previous wording
During each of the three months ended January 31, 2025 and 2024, we incurred $227,000 in employee-related expenses. As of January 31, 2025, we had four full-time and three part-time employees.
Current wording
During each of the three months ended July 31, 2025 and 2024, we incurred $228,000 in employee-related expenses. As of July 31, 2025, we had four full-time and three part-time employees.
Previous wording
During the three months ended January 31, 2025 and 2024, we incurred professional fees of $62,000 and $185,000, respectively. During the three months ended January 31, 2025, we incurred $35,000 in legal fees, $22,000 in audit fees and $5,000 in investor relations fees. During the three months ended January 31, 2024, we incurred $54,000 in audit fees, $52,000 in investor relations fees, $30,000 in legal fees, $30,000 consulting, $13,000 in related party consulting, and $6,000 in Sarbanes-Oxley compliance fees. The decrease in professional fees was due mainly to lower audit, investor relations, consulting and related party consulting fees.
Current wording
During the three months ended July 31, 2025 and 2024, we incurred professional fees of $333,000 and $222,000, respectively. During the three months ended July 31, 2025, we incurred $183,000 in legal fees, $78,000 in audit fees, $60,000 in investor relations fees and $12,000 in tax preparation fees. During the three months ended July 31, 2024, we incurred $85,000 in investor relations fees, $74,000 in legal fees, $56,000 in audit fees, and $7,000 in tax preparation fees. The increase in professional fees was due mainly to higher legal, audit and tax preparation fees, partially offset by lower investor relations fees. The increase in legal fees, which accounted for a significant proportion of the increase, was a result of actions from the termination of our ALZN002 clinical trial.
Previous wording
During the three months ended January 31, 2025 and 2024, we incurred insurance expense of $60,000 and $88,000, respectively, which was primarily directors’ and officers’ insurance.
Current wording
During the three months ended July 31, 2025 and 2024, we incurred insurance expense of $60,000 and $78,000, respectively, which was primarily directors’ and officers’ insurance.
Previous wording
During the three months ended January 31, 2025 and 2024, we incurred general and administrative stock-based compensation expense of $81,000 and $115,000, respectively, related to stock option grants and restricted stock grants to executives, employees and consultants. The decrease in stock-based compensation expense for the three months ended January 31, 2025, was a result of fewer stock options vesting during the period compared to the prior year period.
Current wording
During the three months ended July 31, 2025 and 2024, we incurred general and administrative stock-based compensation expense of $43,000 and $81,000, respectively, related to stock option grants and restricted stock grants to executives, employees and consultants. The decrease in stock-based compensation expense for the three months ended July 31, 2025, was a result of fewer stock options vesting during the period compared to the prior year period.
Previous wording
The accompanying condensed financial statements have been prepared assuming that we will continue as a going concern. We have incurred recurring net losses and operations have not provided sufficient cash flows. We believe that we will continue to incur operating and net losses each quarter until at least the time we are able to generate revenues from operations. We believe our current cash on hand is insufficient to fund our planned operations through one year after the date the condensed financial statements are issued. These factors create substantial doubt about our ability to continue as a going concern for at least one year after the date that our condensed financial statements are issued.
Current wording
The accompanying condensed financial statements have been prepared assuming that we will continue as a going concern. We have incurred recurring net losses and operations have not provided sufficient cash flows. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin significant deliveries of our products. We believe our current cash on hand is insufficient to fund our planned operations through one year after the date the condensed financial statements are issued. These factors create substantial doubt about our ability to continue as a going concern for at least one year after the date that our condensed financial statements are issued.
Previous wording
Our inability to continue as a going concern could have a negative impact on our company, including our ability to obtain needed financing. We intend to finance our future development activities and our working capital needs largely through the sale of equity securities with some additional funding from other sources, including debt financing, until such time as funds provided by operations are sufficient to fund working capital requirements. Our condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern. As of January 31, 2025, we had cash of $3.4 million, working capital of $3.2 million, an accumulated deficit of $57.4 million and stockholders’ equity of $3.4 million. For the three and nine months ended January 31, 2025, we had net losses of $1.0 million and $3.4 million, respectively. For the nine months ended January 31, 2025, cash used in operating activities was $5.9 million. Historically, we have financed our operations principally through issuances of equity and debt instruments.
Current wording
Our inability to continue as a going concern could have a negative impact on our company, including our ability to obtain needed financing. We intend to finance our future development activities and our working capital needs largely through the sale of equity securities with some additional funding from other sources, including debt financing, until such time as funds provided by operations are sufficient to fund working capital requirements. Ourcondensed financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern. As of July 31, 2025, we had cash of $5.6 million, working capital of $4.9 million, stockholders’ equity of $5.3 million and an accumulated deficit of $61.2 million. We have incurred recurring losses and reported losses for the three months ended July 31, 2025 totaling $2.7 million. In the past, we have financed our operations principally through sales of equity securities and debt instruments.
Previous wording
The following table summarizes our cash flows for the nine months ended January 31, 2025 and 2024:
Current wording
The following table summarizes our cash flows for the three months ended July 31, 2025 and 2024:
Previous wording
During the nine months ended January 31, 2025, net cash used in operating activities was $5.9 million. This consisted primarily of a net loss of $3.4 million and a decrease in our net operating assets and liabilities of $2.8 million, partially offset by non-cash charges of $300,000. The non-cash charges primarily consisted of stock-based compensation expense. The decrease in our net operating assets and liabilities was due to a decrease in accounts payable and accrued liabilities and an increase in prepaid expenses and other current assets.
Current wording
During the three months ended July31, 2025, net cash used in operating activities was $2.4 million. This consisted primarily of a net loss of $2.7 million, partially offset by an increase in our net operating assets and liabilities of $269,000 and by non-cash charges of $71,000. The non-cash charges consisted of stock-based compensation expense and depreciation expense. The increase in our net operating assets and liabilities was due to an increase in accounts payable and accrued liabilities and an increase in prepaid expenses and other current assets.
Previous wording
During the nine months ended January 31, 2025, net cash provided by financing activities was $9.0 million. This consisted of $7.1 million from the sale of Series A Convertible Preferred Stock and $1.9 million from the sale of common stock from our ATM Offering.
Current wording
During the three months ended July 31, 2025, net cash provided by financing activities was $4.0 million from the sale of Series C Convertible Preferred Stock.
Previous wording
On July 2, 2018, we entered into two Standard Exclusive License Agreements with Sublicensing Terms for AL001 with the Licensor and its affiliate, the University of South Florida (the “AL001 Licenses”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide licenses limited to the field of Alzheimer’s, under United States Patent Nos. (i) 9,840,521, entitled “Organic Anion Lithium Ionic Cocrystal Compounds and Compositions,” filed September 24, 2015 and granted December 12, 2017, and (ii) 9,603,869, entitled “Lithium Co-Crystals for Treatment of Neuropsychiatric Disorders,” filed May 21, 2016 and granted March 28, 2017. On February 1, 2019, we entered into the First Amendments to the AL001 Licenses, on March 30, 2021, we entered into the Second Amendments to the AL001 Licenses and on June 8, 2023, we entered into the Third Amendments to the AL001 Licenses (collectively, the “AL001 License Agreements”). The Third Amendments to the AL001 Licenses modified the timing of the payments of the license fees.
Current wording
On July 2, 2018, we entered into two Standard Exclusive License Agreements with Sublicensing Terms for AL001 with the Licensor and its affiliate, the University of South Florida (the “AL001 Licenses”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide licenses limited to the field of Alzheimer’s, under U.S. Patent Nos. (i) 9,840,521, entitled “Organic Anion Lithium Ionic Cocrystal Compounds and Compositions,” filed September 24, 2015 and granted December 12, 2017, and (ii) 9,603,869, entitled “Lithium Co-Crystals for Treatment of Neuropsychiatric Disorders,” filed May 21, 2016 and granted March 28, 2017. On February 1, 2019, we entered into the First Amendments to the AL001 Licenses, on March 30, 2021, we entered into the Second Amendments to the AL001 Licenses and on June 8, 2023, we entered into the Third Amendments to the AL001 Licenses (collectively, the “AL001 License Agreements”). The Third Amendments to the AL001 Licenses modified the timing of the payments for the license fees.
Previous wording
The AL001 License Agreements require that we pay combined royalty payments of 4.5% on net sales of products developed from the licensed technology for AL001. We have already paid an initial license fee of $200,000 for AL001. As an additional licensing fee for the license of the AL001 technologies, the Licensor received 14,853 shares of our common stock. Minimum royalties for AL001 License Agreements are $40,000 on the first anniversary of the first commercial sale, $80,000 on the second anniversary of the first commercial sale and $100,000 on the third anniversary of the first commercial sale and every year thereafter, for the life of the AL001 License Agreements.
Current wording
The AL001 License Agreements require that we pay combined royalty payments of 4.5% on net sales of products developed from the licensed technology for AL001. We have already paid an initial license fee of $200,000 for AL001. As an additional licensing fee for the license of the AL001 technologies, the Licensor received 1,650 shares of our common stock. Minimum royalties for AL001 License Agreements are $40,000 on the first anniversary of the first commercial sale, $80,000 on the second anniversary of the first commercial sale and $100,000 on the third anniversary of the first commercial sale and every year thereafter, for the life of the AL001 License Agreements.
Previous wording
On May 1, 2016, we entered into a Standard Exclusive License Agreement with Sublicensing Terms for ALZN002 with the Licensor (the “ALZN002 License”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide license limited to the field of Alzheimer’s Immunotherapy and Diagnostics, under United States Patent No. 8,188,046, entitled “Amyloid Beta Peptides and Methods of Use,” filed April 7, 2009 and granted May 29, 2012. On August 18, 2017, we entered into the First Amendment to the ALZN002 License, on May 7, 2018, we entered into the Second Amendment to the ALZN002 License, on January 31, 2019, we entered into the Third Amendment to the ALZN002 License, on January 24, 2020, we entered into the Fourth Amendment to the ALZN002 License, on March 30, 2021, we entered into the Fifth Amendment to the ALZN002 License, on April 17, 2023, we entered into the Sixth Amendment to the ALZN002 License and on December 11, 2023, we entered into the Seventh Amendment to the ALZN002 License (collectively, the “ALZN002 License Agreement”). The Seventh Amendment to the ALZN002 License modified the timing of the payments of the license fees.
Current wording
On May 1, 2016, we entered into a Standard Exclusive License Agreement with Sublicensing Terms for ALZN002 with the Licensor (the “ALZN002 License”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide license limited to the field of Alzheimer’s Immunotherapy and Diagnostics, under U.S. Patent No. 8,188,046, entitled “Amyloid Beta Peptides and Methods of Use”, filed April 7, 2009 and granted May 29, 2012. On August 18, 2017, we entered into the First Amendment to the ALZN002 License, on May 7, 2018, we entered into the Second Amendment to the ALZN002 License, on January 31, 2019, we entered into the Third Amendment to the ALZN002 License, on January 24, 2020, we entered into the Fourth Amendment to the ALZN002 License, on March 30, 2021, we entered into the Fifth Amendment to the ALZN002 License, on April 17, 2023, we entered into the Sixth Amendment to the ALZN002 License and on December 11, 2023, we entered into the Seventh Amendment to the ALZN002 License (collectively, the “ALZN002 License Agreement”). The Seventh Amendment to the ALZN002 License modified the timing of the payments for the license fees.
Previous wording
The ALZN002 License Agreement requires us to pay royalty payments of 4% on net sales of products developed from the licensed technology for ALZN002. We have already paid an initial license fee of $200,000 for ALZN002. As an additional licensing fee for the license of ALZN002, the Licensor received 24,012 shares of our common stock. Minimum royalties for ALZN002 are $20,000 on the first anniversary of the first commercial sale, $40,000 on the second anniversary of the first commercial sale and $50,000 on the third anniversary of the first commercial sale and every year thereafter, for the life of the ALZN002 License Agreement.
Current wording
The ALZN002 License Agreement requires us to pay royalty payments of 4% on net sales of products developed from the licensed technology for ALZN002. We have already paid an initial license fee of $200,000 for ALZN002. As an additional licensing fee for the license of ALZN002, the Licensor received 2,668 shares of our common stock. Minimum royalties for ALZN002 are $20,000 on the first anniversary of the first commercial sale, $40,000 on the second anniversary of the first commercial sale and $50,000 on the third anniversary of the first commercial sale and every year thereafter, for the life of the ALZN002 License Agreement.
Previous wording
On November 19, 2019, we entered into two Standard Exclusive License Agreements with Sublicensing Terms for two additional indications of AL001 with the Licensor (the “November AL001 License”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide licenses limited to the fields of (i) neurodegenerative diseases excluding Alzheimer’s and (ii) psychiatric diseases and disorders. On March 30, 2021, we entered into the First Amendments to the November AL001 License and on April 17, 2023, we entered into the Second Amendments to the November AL001 License (collectively, the “November AL001 License Agreements”). The Second Amendments to the November AL001 License modified the timing of the payments of the license fees.
Current wording
On November 19, 2019, we entered into two Standard Exclusive License Agreements with Sublicensing Terms for two additional indications of AL001 with the Licensor (the “November AL001 License”), pursuant to which the Licensor granted us a royalty bearing exclusive worldwide license limited to the fields of (i) neurodegenerative diseases excluding Alzheimer’s and (ii) psychiatric diseases and disorders. On March 30, 2021, we entered into the First Amendments to the November AL001 License and on April 17, 2023, we entered into the Second Amendments to the November AL001 License (collectively, the “November AL001 License Agreements”). The Second Amendments to the November AL001 License modified the timing of the payments for the license fees.
Previous wording
These license agreements have an indefinite term that continue until the later of the date no licensed patent under the applicable agreement remains a pending application or enforceable patent, the end date of any period of market exclusivity granted by a governmental regulatory body, or the date on which the licensee’s obligations to pay royalties expire under the applicable license agreement. Under our various license agreements, if we fail to meet a milestone by its specified date, Licensor may terminate the license agreement. The Licensor was also granted a preemptive right to acquire such shares or other equity securities that may be issued from time to time by us while the Licensor remains the owner of any equity securities of our company.
Current wording
These license agreements have an indefinite term that continue until the later of the date that no licensed patent under the applicable agreement remains a pending application or enforceable patent, the end date of any period of market exclusivity granted by a governmental regulatory body, or the date on which the licensee’s obligations to pay royalties expire under the applicable license agreement. Under our various license agreements, if we fail to meet a milestone by its specified date, Licensor may terminate the license agreement. The Licensor was also granted a preemptive right to acquire such shares or other equity securities that may be issued from time to time by us while the Licensor remains the owner of any equity securities of our company.
Previous wording
Additionally, we are required to complete milestones and make payments on the due dates to the Licensor for the license of the AL001 technologies and for the ALZN002 technology, as follows:
Current wording
Additionally, we are required to pay milestone payments on the due dates to the Licensor for the license of the AL001 technologies and for the ALZN002 technology, as follows:
Rearranged previous paragraphs (8)
Previous report — wording carried elsewhere
The following table summarizes the results of our operations for the nine months ended January 31, 2025 and 2024:
Previous report — wording carried elsewhere
We currently have only two product candidates, AL001 and ALZN002. These products are in the clinical stage of development and will require extensive clinical study, review and evaluation, regulatory review and approval, significant marketing efforts and substantial investment before either or both of them, and any respective successors, will provide us with any revenue. We did not generate any revenues during the nine months ended January 31, 2025 and 2024, and we do not anticipate that we will generate revenue for the foreseeable future.
Previous report — wording carried elsewhere
Research and development expenses for the nine months ended January 31, 2025 and 2024 were $965,000 and $6.3 million, respectively. As reflected in the table below, research and development expenses primarily consisted of professional fees and clinical trial fees:
Previous report — wording carried elsewhere
During the nine months ended January 31, 2025 and 2024, we incurred professional fees of $500,000 and $2.7 million, respectively, which were primarily comprised of professional fees attributed to various types of scientific services, including FDA consulting services. The decrease relates to lower professional fees incurred related to minimal clinical trial activities.
Previous report — wording carried elsewhere
During the nine months ended January 31, 2025 and 2024, we incurred clinical trial fees of $422,000 and $3.3 million, respectively. Clinical trial fees for the nine months ended January 31, 2025 were for our initial set-up for our Phase IIA brain imaging study with Massachusetts General. Clinical trial fees for the nine months ended January 31, 2024 were for our Phase IIA clinical trial for AL001 and our Phase I/IIA clinical trial for ALZN002.
Previous report — wording carried elsewhere
During the nine months ended January 31, 2025 and 2024, we incurred other fees of $42,000 and $93,000, respectively, which were primarily comprised of scientific materials required for our clinical trials.
Previous report — wording carried elsewhere
General and administrative expenses for the nine months ended January 31, 2025 and 2024 were $2.4 million and $2.8 million, respectively. As reflected in the table below, general and administrative expenses primarily consisted of the following expense categories: salaries and benefits; professional fees; insurance; stock-based compensation expense; marketing fees; as well as board of director fees. For the nine months ended January 31, 2025 and 2024, the remaining general and administrative expenses of $262,000 and $276,000, respectively, primarily consisted of payments for filing fees, transfer agent fees, travel and entertainment and other office expenses, none of which was significant individually.
Previous report — wording carried elsewhere
During the nine months ended January 31, 2025 and 2024, we incurred insurance expense of $199,000 and $294,000, respectively, which was primarily directors’ and officers’ insurance.