Alzamend Neuro files S-1 for resale of up to 98.4 million shares tied to Ault Lending deal

Alzamend Neuro, Inc. filed a Form S-1 with the SEC on August 21, 2026, registering the resale of up to 98,388,305 shares of common stock by Ault Lending, LLC. The shares would come from conversion of up to 25,000 shares of Series D Convertible Preferred Stock issued pursuant to a Securities Purchase Agreement entered into with Ault Lending on July 31, 2026¹.

Under the agreement, Ault Lending paid $7,500,000 in cash at the Initial Closing for 7,500 Preferred Shares at $1,000 per share, will pay $2,500,000 for 2,500 shares within ten business days after the registration statement is declared effective, and thereafter will pay $1,000,000 per month for 1,000 shares each, continuing until the aggregate cash purchase price reaches $25,000,000¹. The company said it currently expects to use net proceeds from the sale of the Preferred Shares for working capital and general corporate purposes¹.

The preferred shares carry a conversion price mechanism: each share converts into common stock equal to $1,050 in stated value divided by the greater of a $0.2668 floor price or 80% of the lowest closing bid price over the five trading days before conversion, capped at a $2.00 maximum price¹. Based on the pre-signing closing price, the Preferred Shares would initially convert at $0.2668 into approximately 98,388,305 Conversion Shares¹, though the company cannot issue more than 19.99% of outstanding shares, or 964,662 shares, without stockholder approval¹.

Alzamend's stock trades on Nasdaq under "ALZN," and on August 20, 2026, the last reported sales price was $1.63 per share¹. As of that date, 4,825,723 shares of common stock were issued and outstanding¹. The company also disclosed a prior relationship with the same investor, noting a securities purchase agreement dated January 31, 2024 that provided for the sale of preferred stock and warrants to the Selling Stockholder¹.