Alzamend Neuro Announces Agreement for Registered Direct Offering and Concurrent Private Placement for an Aggregate of up to $25 Million

Alzamend Neuro, Inc. (Nasdaq: ALZN) (“Alzamend”), a clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s disease (“Alzheimer’s”), bipolar disorder (“BD”), major depressive disorder (“MDD”) and post-traumatic stress disorder (“PTSD”), announced today that it has entered into a Securities Purchase Agreement (the “Agreement”) with an institutional investor (the “Investor”) for the purchase and sale of 50 shares of its Series A Convertible Preferred Stock (the “Preferred Shares”), stated value $10,000 per share in a registered direct offering, for $500,000.

In addition, in a concurrent private placement, the Investor agreed to purchase up to an additional 2,450 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, for an aggregate purchase of up to $25 million of Preferred Shares.

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 (“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 (i) $0.25 per share (the “Floor Price”) which Floor Price shall, except for voting rights purposes, be adjusted for stock dividends, stock splits, stock combinations and other similar transactions, and (ii) the lesser of (A) $1.50 and (B) 80% of the lowest closing price of the Common Stock during the three trading days immediately prior to the date of conversion (the “Conversion Price”). The Conversion Price will be subject to standard anti-dilution provisions in connection with any stock split, stock dividend, subdivision or similar reclassification of the Common Stock. The Preferred Shares also has “full ratchet” price protection in the event the Company should issue securities at a lower price than the Conversion Price. The Preferred Shares shall pay a dividend at an annual rate of 15%, which the Company shall pay, at the Investor’s election, either in cash or Preferred Shares.