Material Agreement - Form 8-K

Ault Lending Additional Closing

On April 29, 2024, Alzamend Neuro, Inc., a Delaware corporation (the "Company"), pursuant to the Securities Purchase Agreement (the "Agreement") entered into with Ault Lending, LLC, a California limited liability company ("Ault Lending") on January 31, 2024, sold 100 shares of Series B convertible preferred stock (the "Series B Preferred Stock"), and warrants (the "Series B Warrants") to purchase 100,000 shares (the "Warrant Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") to Ault Lending, for a purchase price of $100,000. As of April 29, 2024, Ault Lending has purchased an aggregate of 2,100 shares of Series B Preferred Stock and Series B Warrants to purchase an aggregate of 2,100,000 Warrant Shares, for an aggregate purchase price of $2.1 million. The Agreement provides that Ault Lending may purchase up to $6 million of Series B Preferred Stock and Series B Warrants in one or more closings.

Ault Lending is an affiliate of the Company. The material terms of the Agreement, Series B Preferred Stock and the Series B Warrants were described in the Form 8-K filed with the Securities and Exchange Commission on February 2, 2024 and are incorporated herein by reference.

Promissory Note

Effective April 29, 2024, the Company issued to an accredited investor a term note (the "Note") with a principal face amount of $310,000.

The Note bears interest at the rate of fifteen percent (15%) per annum and the Note was issued with an original issuance discount. The maturity date of the Note is May 13, 2024. The Note contains a standard and customary event of default for failure to make payments when due under the Note. The purchase price for the Note was $300,000.

Repayment of the Note was secured by a guaranty (the "Guaranty") provided by Ault Lending as well as by Milton C. Ault, the Vice Chairman of the Company and the Chief Executive Officer of Ault Alliance, Inc., the parent company of Ault Lending.

The foregoing descriptions of the Note and Guaranty do not purport to be complete and are qualified in their entirety by reference to their respective forms which are annexed hereto as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibits.