Alzamend Neuro Inc 2024年度报告

FORM10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year EndedApril 30, 2025 ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OFFor the transition period from _______________ to _______________Commission file number001-40483 ALZAMEND NEURO, INC. (Exact name of registrant as specified in its charter) Delaware81-1822909(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number) 3480 Peachtree Road NE,Second Floor Suite 103,Atlanta,GA30326(844)722-6333(Address of principal executive offices)(Zip Code)(Registrant’s telephone number, including area code) Securities registered under Section 12(b) of the Act: Securities registered under Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes¨Nox Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d)of the ExchangeAct.Yes¨Nox Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.Yes x No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yesx No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule12b-2 of the Exchange Act. Largeacceleratedfiler¨Non-accelerated filerxEmerging growth companyx Acceleratedfiler¨Smallerreportingcompanyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes¨Nox The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of the shares of commonstock on October 31, 2024 (the last business day of the registrant's most recently completed second fiscal quarter), as reported by The NasdaqStock Market LLC on such date was approximately $8.2million. Shares of the registrant's common stock held by each executive officer anddirector and by each other person who may be deemed to be an affiliate of the registrant have been excluded from this computation. Thiscalculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. There were2,896,432shares of common stock outstanding as of July 22, 2025. Documents incorporated by reference:None ALZAMEND NEURO, INC. FORM 10-K FOR THE FISCAL YEAR ENDED APRIL 30, 2025 INDEX NOTE ABOUT FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or ourfuture financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,”“expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or thenegative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may