Alzamend Neuro Inc 美股招股说明书（2026年3月6日版本）

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, orACM, relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with theterms of the sales agreement, we may offer and sell shares of our common stock, par value $0.0001 per share, having an aggregate offering price of Our common stock is traded on the Nasdaq Capital Market, or the Exchange, under the symbol “ALZN.” The closing price of ourcommon stock on March 5, 2026 was $1.95 per share. As of March 6, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was$9,188,860, which was calculated based on 3,781,424 shares of our outstanding common stock held by non-affiliates at a price of $2.43 per share,the closing price of our common stock on January 21, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell sharespursuant to this prospectus supplement with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, or $3,062,953, so long as the aggregate market value of our common stock held by non-affiliates is less than Sales of our common stock, if any, under this prospectus supplement and accompanying prospectus may be made in sales deemed to be “atthe market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. ACM is not required to sell anyspecific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading The compensation to ACM for sales of common stock sold pursuant to the sales agreement will be an amount equal to 3% of the grossproceeds of any shares of common stock sold under the sales agreement. In connection with the sale of the common stock on our behalf, ACM maybe deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of ACM may be deemed to be underwriting We may amend or supplement this prospectus supplement from time to time by filing amendments or supplements as required. You shouldread the entire prospectus supplement and any amendments or supplements carefully before you make your investment decision. All share and per share amounts presented in this prospectus supplement (but not the accompanyingprospectus dated August 10, 2023)have been retroactively adjusted to reflect the (i) 1-for-15 reverse split of the Company’scommon stockeffective October 31, 2023, (ii) 1-for-10reverse split of the Company’scommon stockeffective July 16, 2024 and (iii) 1-for-9 reverse split of the Company’scommon stockeffective May Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on pageS-14 of this prospectussupplement, on page 11 of the accompanying prospectus and under similar headings in the other documents that are incorporated byreference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this Prospectus Supplement is March 6, 2026 You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have notauthorized anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy, oursecurities only in jurisdictions where offers and sales are permitted. You should not assume that the information in this prospectus No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession ordistribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of thisprospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about securities wemay offer from time to time, some of which does not apply to this offering. Generally, when we refer to this prospectus, we are referring to bothparts of this document combined together with all documents incorporated by reference. If the