|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
2834
(Primary Standard Industrial Classification Code Number) |
| |
81-1822909
(I.R.S. Employer Identification No.) |
|
|
Spencer G. Feldman, Esq.
Kenneth A. Schlesinger, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, NY 10019 Tel.: (212) 451-2300 |
| |
Henry C.W. Nisser, Esq.
Executive Vice President & General Counsel Alzamend Neuro, Inc. 100 Park Avenue, Suite 1658 New York, NY 10017 Tel.: (646) 650-5044 |
| |
Rick A. Werner, Esq.
Haynes and Boone LLP 30 Rockefeller Plaza, 26th Floor New York, NY 10112 Tel.: (212) 659-7300 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
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| | | | F-1 | | |
| | |
Year Ended April 30,
|
| |
Nine Months Ended
January 31, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 3,700,083 | | | | | $ | 1,069,418 | | | | | $ | 826,642 | | | | | $ | 1,018,021 | | |
General and administrative
|
| | | | 1,308,800 | | | | | | 3,354,743 | | | | | | 2,338,240 | | | | | | 2,713,891 | | |
Total operating expenses
|
| | | | 5,008,883 | | | | | | 4,424,161 | | | | | | 3,164,882 | | | | | | 3,731,912 | | |
Loss from operations
|
| | | | (5,008,883) | | | | | | (4,424,161) | | | | | | (3,164,882) | | | | | | (3,731,912) | | |
Total other income (expense), net
|
| | | | 146,387 | | | | | | 13,925 | | | | | | 11,436 | | | | | | (57,822) | | |
Net loss
|
| | | $ | (4,862,496) | | | | | $ | (4,410,236) | | | | | $ | (3,153,446) | | | | | $ | (3,789,734) | | |
Basic and diluted net loss per common share
|
| | | $ | (0.08) | | | | | $ | (0.06) | | | | | $ | (0.04) | | | | | $ | (0.05) | | |
Basic and diluted weighted average common shares
outstanding |
| | | | 58,843,040 | | | | | | 71,253,580 | | | | | | 71,036,787 | | | | | | 72,262,858 | | |
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)
|
| | | | | | | | | $ | (0.05) | | | | | | | | | | | $ | (0.04) | | |
Weighted-average shares outstanding used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)
|
| | | | | | | | | | 88,753,580 | | | | | | | | | | | | 89,762,858 | | |
| | |
As of January 31, 2021
|
| |||||||||||||||
| | |
Actual
|
| |
Pro Forma(1)
|
| |
Pro Forma,
As Adjusted(2) |
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 40,737 | | | | | $ | 40,737 | | | | | $ | 11,350,737 | | |
Working capital(3)
|
| | | | (1,295,947) | | | | | | (1,295,947) | | | | | | 10,014,053 | | |
Total assets
|
| | | | 802,007 | | | | | | 802,007 | | | | | | 12,112,007 | | |
Total liabilities
|
| | | | 2,097,954 | | | | | | 2,097,954 | | | | | | 2,097,954 | | |
Convertible preferred stock
|
| | | | 75 | | | | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | 15,575,603 | | | | | | 15,575,603 | | | | | | 15,575,603 | | |
Total stockholders’ (deficit) equity
|
| | | | (1,295,947) | | | | | | (1,295,947) | | | | | | 10,014,053 | | |
|
Payment
|
| |
Due Date
|
| |
Event
|
|
|
$ 50,000
|
| | November 1, 2019 | | | Pre-IND meeting | |
|
$ 65,000
|
| | December 31, 2021 | | | IND application filing | |
|
$ 190,000
|
| | 12 months from IND filing date | | |
Upon first dosing of patient in a clinical trial
|
|
|
$ 500,000
|
| | 12 months from first patient dosing | | | Upon completion of first clinical trial | |
|
$ 1,250,000
|
| | 24 months from completion of the first clinical trial | | | Upon first patient treated in a Phase III clinical trial | |
|
$10,000,000
|
| | 8 years from the effective date of the agreement | | | Upon FDA approval | |
|
Payment
|
| |
Due Date
|
| |
Event
|
|
|
$ 50,000
|
| | January 1, 2022 | | | IND application filing | |
|
$ 50,000
|
| |
12 months from IND application filing date
|
| | Upon first dosing of patient in first Phase I clinical trial | |
|
$ 175,000
|
| | 12 months from first patient dosed in Phase I | | | Upon completion of first Phase I clinical trial | |
|
$ 500,000
|
| | 24 months from completion of first Phase I Trial | | | Upon completion of first Phase II clinical trial | |
|
$ 1,000,000
|
| | 12 months from completion of the first Phase II clinical trial | | | Upon first patient treated in a Phase III clinical trial | |
|
$10,000,000
|
| | 7 years from the effective date of the agreement | | | Upon receipt of FDA BLA approval | |
|
Payment
|
| |
Due Date
|
| |
Event
|
|
|
$ 30,000
|
| | Completed September 2019 | | | Pre-IND meeting | |
|
$ 50,000
|
| | December 31, 2022 | | | IND application filing | |
|
$ 150,000
|
| | 12 months from IND filing date | | |
Upon first dosing of patient in a clinical trial
|
|
|
$ 400,000
|
| | 12 months from first patient dosing | | | Upon completion of first clinical trial | |
|
$1,000,000
|
| | 36 months from completion of the first Phase II clinical trial | | | Upon first patient treated in a Phase III clinical trial | |
|
$8,000,000
|
| | August 1, 2029 | | | First commercial sale | |
| | |
As of January 31, 2021
|
| |||||||||||||||
| | |
Actual
|
| |
Pro Forma
|
| |
Pro Forma
As Adjusted |
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Cash
|
| | | $ | 40,737 | | | | | $ | 40,737 | | | | | $ | 11,350,737 | | |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized;
|
| | | | | | | | | | | | | | | | | | |
Series A Convertible Preferred Stock, $0.0001 stated value per share, 1,360,000 shares designated; 750,000 shares issued and outstanding as of January 31, 2021 and April 30, 2020, respectively
|
| | | | 75 | | | | | | — | | | | | | — | | |
Common stock, $0.0001 par value; 300,000,000 shares
authorized; 64,762,858 shares issued and outstanding as of January 31, 2021 |
| | | | 6,476 | | | | | | 7,976 | | | | | | 8,226 | | |
Additional paid-in capital
|
| | | | 29,156,400 | | | | | | 29,154,975 | | | | | | 40,464,725 | | |
Note receivable for common stock – related party
|
| | | | (14,883,295) | | | | | | (14,883,295) | | | | | | (14,883,295) | | |
Accumulated deficit
|
| | | | (15,575,603) | | | | | | (15,575,603) | | | | | | (15,575,603) | | |
Total stockholders’ equity (deficit)
|
| | | | (1,295,947) | | | | | | (1,295,947) | | | | | | 10,014,053 | | |
Total capitalization
|
| | | $ | (1,295,947) | | | | | $ | (1,295,947) | | | | | $ | 10,014,053 | | |
|
Assumed initial public offering price per share
|
| | | | | | | | | $ | 5.00 | | |
|
Historical net tangible book value per share as of January 31, 2021
|
| | | $ | (0.02) | | | | | | | | |
|
Pro forma increase in net tangible book value per share as of January 31, 2021
|
| | | | 0.00 | | | | | | | | |
|
Pro forma net tangible book value per share as of January 31, 2021
|
| | | | (0.02) | | | | | | | | |
|
Increase in pro forma, as adjusted net tangible book value per share attributable to new
investors purchasing shares in this offering |
| | | | 0.14 | | | | | | | | |
|
Pro forma, as adjusted net tangible book value per share after this offering
|
| | | | | | | | | $ | 0.12 | | |
|
Dilution per share to new investors purchasing shares in this offering
|
| | | | | | | | | $ | 4.88 | | |
| | |
Number
|
| |
Shares
Purchased Percent |
| |
Total Consideration
|
| |
Weighted-
Average Price Per Share |
| ||||||||||||||||||
| | |
Amount
|
| |
Percent
|
| ||||||||||||||||||||||||
Existing stockholders
|
| | | | 79,762,858 | | | | | | 97.0% | | | | | $ | 27,191,345 | | | | | | 68.5% | | | | | $ | 0.34 | | |
New public investors
|
| | | | 2,500,000 | | | | | | 3.0 | | | | | | 12,500,000 | | | | | | 31.5 | | | | | | 5.00 | | |
Total
|
| | | | 82,262,858 | | | | | | 100.0% | | | | | $ | 39,691,345 | | | | | | 100.0% | | | | | | | | |
| | |
For the Nine Months Ended
January 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(Unaudited)
|
| |||||||||
OPERATING EXPENSES | | | | ||||||||||
Research and development
|
| | | $ | 1,018,021 | | | | | $ | 826,642 | | |
General and administrative
|
| | | | 2,713,891 | | | | | | 2,338,240 | | |
Total operating expenses
|
| | | | 3,731,912 | | | | | | 3,164,882 | | |
Loss from operations
|
| | | | (3,731,912) | | | | | | (3,164,882) | | |
OTHER INCOME (EXPENSE), NET | | | | | | | | | | | | | |
Gain on extinguishment of debt
|
| | | | 62,418 | | | | | | — | | |
Interest expense
|
| | | | (108,181) | | | | | | — | | |
Interest expense – related party
|
| | | | (13,765) | | | | | | — | | |
Interest income – related party
|
| | | | 1,706 | | | | | | 11,436 | | |
Total other income (expense), net
|
| | | | (57,822) | | | | | | 11,436 | | |
NET LOSS
|
| | | $ | (3,789,734) | | | | | $ | (3,153,446) | | |
Basic and diluted net loss per common share
|
| | | $ | (0.05) | | | | | $ | (0.04) | | |
Basic and diluted weighted average common shares outstanding
|
| | | | 72,262,858 | | | | | | 71,036,787 | | |
| | |
For the Nine Months Ended
January 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Stock compensation expense
|
| | | $ | 1,670,058 | | | | | $ | 1,374,531 | | |
Professional fees
|
| | | | 546,613 | | | | | | 557,895 | | |
Salary and benefits
|
| | | | 337,690 | | | | | | 313,255 | | |
Other general and administrative expenses
|
| | | | 159,530 | | | | | | 92,559 | | |
Total general and administrative expenses
|
| | | $ | 2,713,891 | | | | | $ | 2,338,240 | | |
| | |
For the Nine Months Ended
January 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Professional fees
|
| | | $ | 902,582 | | | | | $ | 488,956 | | |
Licenses and fees
|
| | | | 50,000 | | | | | | 50,000 | | |
Stock compensation expense
|
| | | | 65,439 | | | | | | 287,686 | | |
Total research and development expenses
|
| | | $ | 1,018,021 | | | | | $ | 826,642 | | |
| | |
For the Year Ended April 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
OPERATING EXPENSES | | | | | | | | | | | | | |
Research and development
|
| | | $ | 1,069,418 | | | | | $ | 3,700,083 | | |
General and administrative
|
| | | | 3,354,743 | | | | | | 1,308,800 | | |
Total operating expenses
|
| | | | 4,424,161 | | | | | | 5,008,883 | | |
Loss from operations
|
| | | | (4,424,161) | | | | | | (5,008,883) | | |
OTHER INCOME (EXPENSE), NET | | | | | | | | | | | | | |
Interest income – related party
|
| | | | 13,925 | | | | | | 146,387 | | |
Total other income (expense), net
|
| | | | 13,925 | | | | | | 146,387 | | |
NET LOSS
|
| | | $ | (4,410,236) | | | | | $ | (4,862,496) | | |
Basic and diluted net loss per common share
|
| | | $ | (0.06) | | | | | $ | (0.08) | | |
Basic and diluted weighted average common shares outstanding
|
| | | | 71,253,580 | | | | | | 58,843,040 | | |
| | |
For the Year Ended April 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Stock compensation expense
|
| | | $ | 1,945,741 | | | | | $ | 396,170 | | |
Professional fees
|
| | | | 861,348 | | | | | | 545,771 | | |
Salary and benefits
|
| | | | 427,306 | | | | | | 96,460 | | |
Management services
|
| | | | — | | | | | | 160,000 | | |
Other general and administrative expenses
|
| | | | 120,348 | | | | | | 110,399 | | |
Total general and administrative expenses
|
| | | $ | 3,354,743 | | | | | $ | 1,308,800 | | |
| | |
2020
|
| |
2019
|
| ||||||
Licenses and fees
|
| | | $ | 50,487 | | | | | $ | 2,489,600 | | |
Professional fees
|
| | | | 709,432 | | | | | | 1,142,887 | | |
Stock compensation expense
|
| | | | 309,499 | | | | | | — | | |
Other research and development expenses
|
| | | | — | | | | | | 67,596 | | |
Total research and development expenses
|
| | | $ | 1,069,418 | | | | | $ | 3,700,083 | | |
Payment
|
| |
Due Date
|
| |
Event
|
| |||
| $ | 50,000 | | | | November 1, 2019 | | | Pre-IND meeting | |
| $ | 65,000 | | | | December 31, 2021 | | | IND application filing | |
| $ | 190,000 | | | | 12 months from IND filing date | | | Upon first dosing of patient in a clinical trial | |
| $ | 500,000 | | | | 12 months from first patient dosing | | | Upon completion of first clinical trial | |
| $ | 1,250,000 | | | | 24 months from completion of the first clinical trial | | | Upon first patient treated in a Phase III clinical trial | |
| $ | 10,000,000 | | | | 8 years from the effective date of the agreement | | | Upon FDA approval | |
Payment
|
| |
Due Date
|
| |
Event
|
| |||
| $ | 50,000 | | | | January 1, 2022 | | | Upon IND application filing | |
| $ | 50,000 | | | | 12 months from IND application filing date | | | Upon first dosing of patient in first Phase I clinical trial | |
| $ | 175,000 | | | | 12 months from first patient dosed in Phase I | | |
Upon completion of first Phase I clinical trial
|
|
| $ | 500,000 | | | | 24 months from completion of first Phase I clinical trial | | |
Upon completion of first Phase II clinical trial
|
|
| $ | 1,000,000 | | | | 12 months from completion of the first Phase II clinical trial | | | Upon first patient treated in a Phase III clinical trial | |
| $ | 10,000,000 | | | | 7 years from the effective date of the agreement | | | Upon FDA BLA approval | |
Payment
|
| |
Due Date
|
| |
Event
|
| |||
| $ | 30,000 | | | | Completed September 2019 | | | Pre-IND meeting | |
| $ | 50,000 | | | | December 31, 2022 | | | IND application filing | |
| $ | 150,000 | | | | 12 months from IND filing date | | | Upon first dosing of patient in a clinical trial | |
| $ | 400,000 | | | | 12 months from first patient dosing | | | Upon completion of first clinical trial | |
| $ | 1,000,000 | | | | 36 months from completion of the first Phase II clinical trial | | | Upon first patient treated in a Phase III clinical trial | |
| $ | 8,000,000 | | | | August 1, 2029 | | | First commercial sale | |
Payment
|
| |
Due Date
|
| |
Event
|
| |||
| $ | 50,000 | | | | January 1, 2022 | | | IND application filing | |
| $ | 50,000 | | | | 12 months from IND application filing date | | | Upon first dosing of patient in first Phase I clinical trial | |
| $ | 175,000 | | | | 12 months from first patient dosed in Phase I | | |
Upon completion of first Phase I clinical trial
|
|
| $ | 500,000 | | | | 24 months from completion of first Phase I trial | | |
Upon completion of first Phase II clinical trial
|
|
| $ | 1,000,000 | | | | 12 months from completion of the first Phase II clinical trial | | | Upon first patient treated in a Phase III clinical trial | |
| $ | 10,000,000 | | | | 7 years from the effective date of the agreement | | | Upon receipt of FDA BLA approval | |
Payment
|
| |
Due Date
|
| |
Event
|
| |||
| $ | 50,000 | | | | November 1, 2019 | | | Pre-IND meeting | |
| $ | 65,000 | | | | December 31, 2021 | | | IND application filing | |
| $ | 190,000 | | | | 12 months from IND filing date | | | Upon first dosing of patient in a clinical trial | |
| $ | 500,000 | | | | 12 months from first patient dosing | | | Upon completion of first clinical trial | |
| $ | 1,250,000 | | | | 24 months from completion of the first clinical trial | | | Upon first patient treated in a Phase III clinical trial | |
| $ | 10,000,000 | | | | 8 years from the effective date of the agreement | | | Upon FDA approval | |
Payment
|
| |
Due Date
|
| |
Event
|
| |||
| $ | 30,000 | | | | Completed September 2019 | | | Pre-IND meeting | |
| $ | 50,000 | | | | December 31, 2022 | | | IND application filing | |
| $ | 150,000 | | | | 12 months from IND filing date | | | Upon first dosing of patient in a clinical trial | |
| $ | 400,000 | | | | 12 months from first patient dosing | | | Upon completion of first clinical trial | |
| $ | 1,000,000 | | | | 36 months from completion of the first Phase II clinical trial | | | Upon first patient treated in a Phase III clinical trial | |
| $ | 8,000,000 | | | | August 1, 2029 | | | First commercial sale | |