Alzamend Neuro, Inc. — Form 8-K

Ault Lending, LLC agrees to purchase up to 25,000 shares of Series D Convertible Preferred Stock from Alzamend Neuro at $1,000 per share ($25M aggregate purchase price; $26.25M stated value at $1,050/share), in three tranches over 17 months. Initial tranche: $7.5M (7,500 shares); Second tranche: $2.5M (2,500 shares) after registration statement effectiveness; Subsequent tranches: $15M in monthly $1M installments. Conversion price uses 20% floor or 80% of 5-day low, capped at $2.00. Purchaser gains board observation rights, most-favored-nation status, participation rights on future offerings, and 4.99% beneficial ownership cap unless stockholder-approved.