Alzamend Neuro, Inc. announced that it has entered into a Securities Purchase Agreement with an institutional investor to issue up to an additional 2,450 Series A Senior Convertible Preferred Shares of which 50 shares will be purchased at the initial closing and the remaining Preferred Shares over a period of time as set forth in the Agreement, at a price of $10,204.081632 per share for an aggregate gross proceeds of $24,999,999.9984 on May 9, 2024. The Preferred Shares will be senior to all other classes of preferred stock the company has outstanding, as well as senior to the company?s common stock. Each Preferred Share shall be convertible, subject to Nasdaq limitations until such time as stockholder approval is obtained, at the holder?s option into shares of common stock at a conversion price equal to the greater of $0.25 per share which Floor Price shall, except for voting rights purposes, be adjusted for stock dividends, stock splits, stock combinations and other similar transactions, and the lesser of $1.50 and 80% of the lowest closing price of the common stock during the three trading days immediately prior to the date of conversion.

Further, the Investor will receive unregistered warrants to purchase up to 20,000,000 shares of common stock, presuming that the full amount of the preferred shares is sold, be immediately exercisable for five years at $1.25 per share, subject to adjustment. The closing of the concurrent private placement is expected to occur on or about May 10, 2024, subject to the satisfaction of customary closing conditions and the receipt of certain third party consents. The additional Preferred Shares not being offered in the registered direct offering as well as the Warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder.