SPARTAN CAPITAL SECURITIES, LLC ALZAMEND NEURO, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 25th, 2021 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
Alzamend Neuro, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Spartan Capital Securities, LLC is acting as representative (the “Representative”), an aggregate of [●] shares of common stock, par value $ 0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2024 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 31, 2024 (the “Effective Date”), between Alzamend Neuro, Inc., a Delaware corporation (the “Company”), and Ault Lending, LLC, a California limited liability company (the “Purchaser”).
At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • October 3rd, 2024 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
Alzamend Neuro, Inc., a Delaware corporation (the Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2024 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of May 8, 2024 (the “Execution Date”), by and between Alzamend Neuro, Inc., a Delaware corporation (the “Company”) and Orchid Finance LLC, a Nevada limited liability company (including its designees, successors and assigns, the “Purchaser”).
ContractWarrant Agreement • March 12th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMSStandard Exclusive License Agreement • August 28th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations
This Agreement is made effective nunc pro tunc November 1, 2019, (the “Effective Date”) by and between the University of South Florida Research Foundation, Inc. (hereinafter called “ Licensor”), a nonstock, nonprofit Florida corporation, under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida (“University”) pursuant to section 1004.28 Florida Statutes and Alzamend Neuro Inc. (hereinafter called “Licensee”), a small corporation organized and existing under the laws of Delaware;
GUARANTYGuaranty • April 30th, 2024 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
GUARANTY, dated as of April 29, 2024 (this “Guaranty”), made by each of the signatories hereto (the “Guarantors”), in favor of Orchid Finance LLC (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2021 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of March 9, 2021, by and between Alzamend Neuro, Inc., a Delaware corporation (the “Company”) and Digital Power Lending LLC, a California limited liability company (including its designees, successors and assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2021 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 31, 2020, by and between ALZAMEND NEURO, INC., a Delaware corporation, with headquarters located at 3802 Spectrum Blvd., Suite #112C, Tampa, FL 33612 (the “Company”), and DPW HOLDINGS, INC., a Delaware corporation, with its address at 201 Shipyard Way, Suite E, Newport Beach, CA 92663 (the “Buyer”).
ALZAMEND NEURO, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 13th, 2021 • Alzamend Neuro, Inc. • Pharmaceutical preparations • Delaware
MANAGEMENT SERVICES AGREEMENT - AMENDEDManagement Services Agreement • September 29th, 2016 • Alzamend Neuro, Inc. • Pharmaceutical preparations • California
This AGREEMENT is made on May 1, 2016, at Santa Ana, Orange County, California between Avalanche International Corp. (hereinafter referred to as “Avalanche”), a Delaware corporation, located at 5940 S. Rainbow Blvd., Las Vegas, CA 89118 and Alzamend Neuro, Inc. (hereinafter referred to as “Alzamend”), a Delaware corporation, located at 50 W. Broadway, Salt Lake City, UT 84101. Avalanche and Alzamend are each referred to herein as a “Party” and collectively as the “Parties.”
Term NoTETerm Note • April 30th, 2024 • Alzamend Neuro, Inc. • Pharmaceutical preparations
This Note shall accrue interest at the rate of fifteen percent (15%) per annum. Interest shall be payable in arrears on the Maturity Date. The Note was issued with an original issuance discount of Ten Thousand Dollars and No Cents ($10,000.00).
SUBSCRIPTION AGREEMENT – NOTICE TO INVESTORSSubscription Agreement • March 12th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
TRANSITION SERVICES CONSULTING AGREEMENTConsulting Agreement • May 10th, 2021 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This Consulting Agreement (the “Agreement”), dated as of December 31, 2018 with an effective date of February 1, 2019 (the “Effective Date”), is entered into by and between Alzamend Neuro, a Delaware corporation, having his headquarters 3802 Spectrum Boulevard, Suite 112C, Tampa, Florida 33612 and William B. Horne, an individual (the “Consultant”). This Agreement supersedes any prior oral or written agreements between the parties hereto related to the matters set forth herein.
ContractSecurities Purchase Agreement • May 9th, 2024 • Alzamend Neuro, Inc. • Pharmaceutical preparations
Alzamend Neuro Announces Agreement for Registered Direct Offering and Concurrent Private Placement for an Aggregate of up to $25 Million
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMSStandard Exclusive License Agreement • February 21st, 2019 • Alzamend Neuro, Inc. • Pharmaceutical preparations
This Agreement is made effective July 02, 2018, (the “Effective Date”) by and between the University of South Florida Research Foundation, Inc. (hereinafter called “ Licensor”), a nonstock, nonprofit Florida corporation, under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida (“University”) pursuant to section 1004.28 Florida Statutes and Alzamend Neuro Inc. (hereinafter called “Licensee”), a small corporation organized and existing under the laws of Delaware;
Alzamend Neuro, Inc. Warrant To Purchase Shares of Common StockWarrant Agreement • March 12th, 2021 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
Alzamend Neuro, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Digital Power Lending LLC the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Shares of Common Stock (including any Warrant to Purchase Shares of Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ___________ (subject to adjustment as provided herein), fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth
CONSULTING AGREEMENTConsulting Agreement • March 12th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This Consulting Agreement (the “Agreement”) is made as of June 28, 2017 (“Effective Date”) between Spartan Capital Securities, LLC (the “Consultant”) and Alzamend Neuro, Inc., a Delaware corporation (the “Company”). The Company and the Consultant are collectively herein referred to as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 28th, 2019 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this May 20, 2019 and effective as of May 1, 2019 (“Effective Date”), by and between Alzamend Neuro, Inc., a Delaware corporation with an address of 100 Park Avenue, Suite 1658A, New York, NY 10017 (the “Company”) and Henry Nisser, an individual (the “Executive”).
ESCROW AGREEMENTEscrow Agreement • September 29th, 2016 • Alzamend Neuro, Inc. • Pharmaceutical preparations • Oregon
THIS ESCROW AGREEMENT is made as of the August18, 2016 by and between Alzamend Neuro, Inc.,. a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 50 W. Broadway, Third Floor, Salt Lake City, UT 84101 (the “Company”) and Transfer Online, Inc., a corporation formed pursuant to the laws of the State of Oregon having an office for business located at 512 SE Salmon, Portland, Oregon, 97214 (“Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2019, by and between Alzamend Neuro, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser”).
STRICTLY CONFIDENTIAL Alzamend Neuro Inc.Lead Underwriting Agreement • April 2nd, 2021 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 27th, 2023 • Alzamend Neuro, Inc. • Pharmaceutical preparations
This Second Amendment is made and entered into on the 17th day of April, 2023 (“Effective Date”), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as “Licensor”), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida pursuant to section 1004.28 Florida Statutes, and Alzamend Neuro, Inc., classified as a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”).
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 4th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
ALZAMEND NEURO, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 2nd, 2024 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and ALZAMEND NEURO, INC.., a Delaware corporation (the “Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, an aggregate of up to _____1 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), of the Company, at the Exercise Price, subject to the provisions and limitations and upon the terms and conditions hereinafter set forth. This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated as of January [ ], 2024 (the “Purchase Agreement”) pursuant to which the Company has offered and sold to the purchaser named therein shares of its Series A Preferred Stock (the “Preferred Shares”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 22nd, 2021 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 17th day of June 2021 ("Effective Date”), by and between Alzamend Neuro, Inc., a Delaware corporation, with an address of 3802 Spectrum Blvd., Suite 112C, Tampa, FL 33612 (the “Company”) and Stephan Jackman, an individual (the “Executive”).
Dear Mr. Kenneth S. Cragun, This letter is the CFO Offer Letter dated November 30, 2018 which detailed terms of your employment agreement. As of this date, you confirm your continued willingness to serve as the Chief Financial Officer (“CFO”) and...Cfo Offer Letter • February 4th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations
Dear Mr. Stephan Jackman, This letter is an amendment to the CEO Offer Letter dated October 27, 2018 which detailed terms of your employment agreement. As of this date, you confirm your continued willingness to serve as the Chief Executive Officer...Ceo Offer Letter • March 12th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations
• Three million options (3,000,000) shall vest ratably over 48 months beginning with the first month after the grant date. • One million options (1,000,000) shall vest upon approval of a NDA for LiProSal by the FDA within 36 months from November 1, 2018. • One million options (1,000,000) shall vest upon approval of a NDA for CAO2W by the FDA within 48 months from November 1, 2018.
ContractLicense Agreement • December 15th, 2023 • Alzamend Neuro, Inc. • Pharmaceutical preparations
Page 1 of 2 SEVENTH AMENDMENT TO LICENSE AGREEMENT Agreement # LIC16118 This Seventh Amendment, is made and entered into on the 11th day of December, 2023 ("Effective Date"), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as "Licensor"), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida pursuant to section 1004.28 Florida Statutes, and Alzamend Neuro, Inc., classified as a corporation organized and existing under the laws of Delaware (hereinafter referred to as "Licensee"). WHEREAS, on May 1, 2016, Licensor and Licensee entered in a license agreement relating to the utilization of Patent Rights ("License Agreement associated with USF Technology referenced as 09A021_Cao; WHEREAS, a Sixth Amendment to the License Agreement was made effective April 17, 2023; and WHEREAS, the parties desire to further amend the License Agreement in this Seventh Amendment to
ESCROW AGREEMENTEscrow Agreement • February 4th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations • Oregon
THIS ESCROW AGREEMENT is made as of the 30th day of January, 2020, by and between Alzamend Neuro, Inc., a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663 (the “Company”) and SOS Back Office Solutions, LLC, a Limited Liability Company formed pursuant to the laws of the State of Oregon having an office for business located at 512 SE Salmon, Portland, Oregon, 97214 (“Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2024 • Alzamend Neuro, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 12th, 2020 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
This STOCK PLEDGE AGREEMENT (“Agreement”) is made and entered as of this ____ day of June 11, 2019 by and between Ault Life Sciences Fund, LLC, a Delaware limited liability company maintaining a business address at 201 Shipyard Way, Suite E, Newport Beach California 92663 (the “Pledgor”), and Alzamend Neuro, Inc., a Delaware corporation with offices located at 3802 Spectrum Boulevard, Suite 112C, Tampa, Florida 33612, the intended beneficiary of the rights, privileges and benefits of this Stock Pledge Agreement (the “Beneficiary”).
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 27th, 2023 • Alzamend Neuro, Inc. • Pharmaceutical preparations
This Amendment is made and entered into on the 17th day of April, 2023 (“Effective Date”), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as “Licensor”), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida pursuant to section 1004.28 Florida Statutes, and Alzamend Neuro, Inc., classified as a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”).
THIRD AMENDMENT TO LICENSE AGREEMENT Agreement # LIC18110License Agreement • July 27th, 2023 • Alzamend Neuro, Inc. • Pharmaceutical preparations
This Third Amendment is made and entered into on the 8th day of June, 2023 (“Effective Date”), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as “Licensor”), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida pursuant to section 1004.28 Florida Statutes, and Alzamend Neuro, Inc., classified as a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”).
SIXTH AMENDMENT TO LICENSE AGREEMENT Agreement # LIC16118License Agreement • July 27th, 2023 • Alzamend Neuro, Inc. • Pharmaceutical preparations
This Sixth Amendment, is made and entered into on the 17th day of April, 2023 (“Effective Date”), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as “Licensor”), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida pursuant to section 1004.28 Florida Statutes, and Alzamend Neuro, Inc., classified as a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”).
