Alzamend Neuro Inc

This management proposal seeks shareholder approval under Nasdaq Rule 5635 to issue and permit the conversion of Series D convertible preferred stock into common stock in connection with a Securities Purchase Agreement dated July 31, 2026, providing for up to $25 million of financing. Management is requesting approval because the potential conversion could result in issuance of shares in excess of Nasdaq’s 19.99% issuance threshold and shareholder approval is required to clear that limitation; without approval the Company may be unable to convert beyond the Nasdaq Limit and would need alternative, likely less favorable, financing. The proposed financing is structured in tranches (initial $7.5M plus additional tranches up to $25M) with conversion mechanics that include a Floor Price and a Maximum Price and voting rights on an as-converted basis subject to a Voting Floor Price of $1.4175 for Nasdaq compliance; beneficial ownership and conversion caps also constrain conversions (e.g., 4.99% default beneficial ownership cap, adjustable up to 9.99% with notice). The Investor is an affiliate of the Company and is contractually precluded from voting its affiliated capital stock on this proposal, and certain contractual governance arrangements (board payments and titles while certain ownership thresholds are met) are described in the SPA. The transaction will be dilutive to existing holders and may exert downward pressure on the market for Common Stock if large blocks are sold, and conversion mechanics and anti-dilution adjustments may further affect ultimate share counts; however, management argues the financing is necessary to meet Nasdaq’s Equity Rule and provide runway. From a governance perspective, stockholder approval is being sought to comply with listing rules and to avoid the conversion cap that would otherwise limit the Investor’s conversion and voting rights; the board recommends approval on the basis that this financing on negotiated terms is preferable to the company being forced to obtain capital on less favorable terms or failing to meet Nasdaq listing requirements. Key risks include dilution, the Investor’s influence over future governance (even with current voting limitations), potential resale pressure, and conversion-price mechanics that may result in significant share issuance depending on market prices at conversion.

This management proposal asks shareholders to authorize the Board to adjourn the Annual Meeting to later dates if, based on votes tabulated at the meeting, one or more proposals do not have sufficient votes for approval. The function of the adjournment authority is procedural: it gives the Company the flexibility to continue soliciting proxies (including reaching out to shareholders who previously voted against or did not vote) in order to meet the required majority thresholds for non-routine matters. Management is seeking this authority to reduce the risk that pivotal proposals — notably the financing-related Proposal No. 3 — may fail due to timing or uninstructed shares, and to avoid the costs and uncertainty of reconvening without a mechanism to gather additional support. Approving the adjournment does not alter the substantive content of any proposal or guarantee their ultimate approval; it merely permits additional solicitation time. From a governance standpoint, the adjournment power is common and typically used when outcomes hinge on a small number of outstanding votes; however, extended adjournments can delay business and prolong uncertainty for shareholders. The vote required is a majority of the Eligible Voting Capital Stock. The Board recommends a FOR vote so it can effectuate further solicitation if necessary and attempt to secure approval for proposals important to the Company’s financing and compliance plans. Key considerations for shareholders include the potential for adjournment to change the timetable for corporate actions and the possibility that additional solicitation may alter the final outcome of contested proposals.