{"url_path":"/sec/alzn/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ****Directors, Executive Officers and Corporate Governance**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1677077/0001214659-26-008832-index.html","accession_number":"0001214659-26-008832","cik":"0001677077","ticker":"ALZN","issuer_name":"Alzamend Neuro, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1677077/0001214659-26-008832-index.html","primary_entity_key":"0001677077","primary_entity_name":"Alzamend Neuro, Inc."},"word_count":3372,"has_tables":true,"body_markdown":"** **\n\n**ITEM 10.****Directors, Executive Officers and Corporate Governance**\n\n** **\n\nThe following table sets forth\nthe names and ages of our executive officers, directors and director nominees, and their positions with us, as of the date of this Annual\nReport:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nStephan Jackman\n \n50\n \nChief Executive Officer and Director\n\nDavid J. Katzoff\n \n64\n \nChief Financial Officer\n\nHenry Nisser\n \n57\n \nExecutive Vice President, General Counsel and Director\n\nWilliam B. Horne\n \n58\n \nChairman of the Board\n\nMilton C. Ault III\n \n56\n \nVice Chairman of the Board\n\nMark Gustafson\n \n66\n \nDirector\n\nJeffrey Oram\n \n59\n \nDirector\n\n \n\nThe following information\nprovides a brief description of the business experience of each executive officer and director.\n\n \n\n**Stephan Jackman** joined\nour company as Chief Executive Officer in November 2018. Mr. Jackman was elected as a director in September 2020. He has\nplayed an intricate role in the development of therapeutic treatments, products and programs from the research stage to market and commercialization.\nMr. Jackman has demonstrated a dedicated dual focus of creating value for internal and external stakeholders while developing strategic\nalliances and cross-function teams to meet and exceed goals. Prior to joining our company, from October 2017 to November 2018,\nMr. Jackman was the Chief Operating Officer of Ennaid Therapeutics, an emerging biopharmaceutical company focusing on cures for mosquito\nborne infectious diseases such as Zika and Dengue viruses. From October 2015 to October 2017, Mr. Jackman was Chief Operating\nOfficer of Exit 9 Technologies, a technology startup with a digital platform that connects retailers, publishers and customers. Additionally,\nfrom August 2014 to October 2015, he was an independent project and management consultant assisting startups, Fortune 500 companies\nand non-profits with major strategic initiatives. He has also held positions of increasing responsibility at Novartis Pharmaceuticals\nCorporation, L’Oréal USA, SBM Management Services and Family Intervention Services. Mr. Jackman holds a Master of Science\nin Management and a Bachelor of Engineering in Mechanical Engineering from Stevens Institute of Technology.\n\n \n\n**David J. Katzoff** joined\nour company on a part-time basis in November 2019, serving as our Senior Vice President of Operations from November 2019 to\nDecember 2020, as our Chief Operating Officer from December 2020 until August 2022 and currently serves as our Chief Financial\nOfficer since August 2022. Mr. Katzoff has served as Senior Vice President of Finance of HDI since January 2019. From February\n2021 to October 2024, Mr. Katzoff served as the Vice President of Finance of Ault Disruptive Technologies Corporation, a publicly traded\nspecial purpose acquisition company (“Ault Disruptive”). From December 2021 to September 2023, Mr. Katzoff served as the Chief\nFinancial Officer of TurnOnGreen, Inc. (formerly, Imperalis Holding Corp.) (“TurnOnGreen”), an OTCPK quoted company. From\n2015 to 2018, Mr. Katzoff served as Chief Financial Officer of Lumina Media, LLC, a privately-held media company and publisher of\nlife-style publications. From 2003 to 2017, Mr. Katzoff served a Vice President of Finance of Local Corporation, a publicly-held\nlocal search company. Mr. Katzoff received a B.S. degree in Business Management from the University of California at Davis.\n\n \n\n**Henry C.W. Nisser** has served as our Executive Vice President and General Counsel on a\npart-time basis since May 2019. Mr. Nisser was appointed as a director in September 2020. Since May 2019, Mr. Nisser\nhas served as the Executive Vice President and General Counsel of HDI and as one of its directors since September 2020; he became\nHDI’s President on January 12, 2021. Since March 2023, Mr. Nisser has served as the President, General Counsel and director\nof RiskOn International, Inc., an OTCPK quoted company (“ROI”), a social gaming platform. Between February 2021 and October\n2024, Mr. Nisser served as the President, General Counsel and a director of Ault Disruptive. Between April 2023 and August 2024, Mr. Nisser\nserved as a director of Algorhythm Holdings, Inc., (“RIME”), a Nasdaq listed company. Between May 2019 and March 2025, Mr. Nisser\nserved as the Executive Vice President and General Counsel of Avalanche International Corp., a publicly traded Nevada company categorized\nas a “voluntary filer” (not required to file periodic reports) (“Avalanche”). Between December 15, 2021 and March\n16, 2022, Mr. Nisser served as Chief Executive Officer and on the board of directors of TurnOnGreen, Inc. Mr.\nNisser has served as a President, General Counsel and a director of Ault & Company, Inc. (“Ault & Co.”) since\nMay 2019. From October 2011 through April 2019, Mr. Nisser was an associate and subsequently a partner at a\nsecurities-oriented law firm in New York. While with this law firm, his practice was concentrated on national and international corporate\nlaw, with a particular focus on U.S. securities compliance, public as well as private M&A, equity and debt financings and corporate\ngovernance. Mr. Nisser received his B.A. degree from Connecticut College, where he majored in International Relations and Economics.\nHe received his LL.B. from University of Buckingham School of Law in the United Kingdom. \n\n \n\n**William B. Horne** has\nserved as a director of our company since June 2016 and upon the effectiveness of our initial public offering in June 2021, Mr. Horne\nbecome our Chairman of the Board. Mr. Horne served as our Chief Financial Officer from June 2016 through December 2018. Mr. Horne has\nbeen a member of the board of directors of HDI since October 2016. In January 2018, Mr. Horne was appointed as HDI’s Chief Financial\nOfficer until August 2020, when he resigned as its Chief Financial Officer and was appointed as its President. On January 12, 2021, Mr.\nHorne resigned as HDI’s President and became its Chief Executive Officer. Mr. Horne served as a director and Chief Executive Officer\nof Ault Disruptive since its inception in February 2021 through October 2024. Mr. Horne served as a director and Chief Financial Officer\nof Avalanche from June 2016 through March 2025. Mr. Horne has served as a director and Chief Financial Officer of Ault & Co. since\nOctober 2017. Mr. Horne previously held the position of Chief Financial Officer in various public and private companies in the healthcare\nand high-tech field. Mr. Horne has a Bachelor of Arts Magna Cum Laude in Accounting from Seattle University.\n\n \n\n - 55 - \n\n \n\n \n\n**Milton C. Ault, III** has\nserved as a director of our company since January 2024. Mr. Ault is the Company’s founder and served as Chairman and a director\nfrom inception in 2016 until the Company’s initial public offering in June 2021. Since January 2021, Mr. Ault has served as the\nExecutive Chairman of HDI. Between December 2017 and January 2021, Mr. Ault was the Chief Executive Officer of HDI and between March 2017\nand December 2017, Mr. Ault served as the Executive Chairman of HDI. Mr. Ault served as the Chairman of the Board of Ault Disruptive since\nits incorporation in February 2021 through March 2025. Since January 2024, Mr. Ault served as the Chairman and Chief Executive Officer\nof ROI. Between April 2023 and September 2024, Mr. Ault has served as the Executive Chairman of the board of directors of RIME. Mr. Ault\nhas served as Chairman and Chief Executive Officer of Ault & Co. since December 2015. Between September 2014 and March 2025, Mr. Ault\nserved as the Chairman of Avalanche. Since January 2011, Mr. Ault has been the Vice President of Business Development for MCKEA Holdings,\nLLC, a family office. Mr. Ault is a seasoned business professional and entrepreneur who has spent more than twenty-seven years identifying\nvalue in various financial markets including equities, fixed income, commodities, and real estate. Throughout his career, Mr. Ault has\nconsulted for a few publicly traded and privately held companies, providing each of them the benefit of his diversified experience, that\nrange from development stage to seasoned businesses.\n\n \n\n**Mark Gustafson** joined\nour Board and became the Chairman of the Audit Committee in June 2021. Mr. Gustafson is a Chartered Professional Accountant with over\n40 years of corporate, private and public company experience. From July 2024 to November 2025, Mr. Gustafson was a director of Altimist\nCapital Ltd., a private London (UK) based company focused on developing a proprietary trading platform. From June 2024 to November 2025,\nMr. Gustafson was the Chief Financial Officer of Orga Energy Ltd., a private oil and gas production company based in Calgary, Alberta.\nFrom January 2023 to June 2024, Mr. Gustafson was a director and non-executive Chairman of BrainLuxury, Inc., a private U.S. company.\nFrom April 2021 to October 2024, Mr. Gustafson was the Chief Financial Officer, and between January 2022 and July 2024, was a director,\nfor PharmaKure Limited, a private London-based biopharmaceutical company. Between December 2021 and December 2023, Mr. Gustafson served\nas an independent director and Chairman of the Audit Committee of Ault Disruptive. From June 2020 to April 2024, Mr. Gustafson was a director\nof Alpha Helium Inc., a private Canadian-based company helium exploration company. From 2014 to 2020, he was the Chief Executive Officer\nof Challenger Acquisitions Limited, a London Stock Exchange listed entertainment company. From 2010 to 2012, Mr. Gustafson was the\nPresident and Chief Executive Officer of Euromax Resources Limited, a Toronto Stock Exchange listed mineral exploration company. From\n2005 to 2009, he served as Chairman and Chief Executive Officer of Triangle Energy Corporation, a New York Stock Exchange listed oil and\ngas exploration company, from 2004 to 2006, he served as President and Chief Executive Officer of Torrent Energy Corporation, a private\noil and gas company, and from 2001 to 2002, he served as a financial consultant for Samson Oil & Gas and Peavine Resources, two private\noil and gas companies. From 1997 to 1999, Mr. Gustafson served as President and Chief Executive Officer of Total Energy Services\nLtd., a Toronto Stock Exchange listed oilfield services company, from 1993 to 1995, he served as the Chief Financial Officer of Q/media\nSoftware Corporation, a Toronto Stock Exchange listed software company, and from 1987 to 1993, he served initially as the Chief Financial\nOfficer and then as a Vice President in charge of two operating divisions at EnServ Corporation, a Toronto Stock Exchange listed oilfield\nservices company. From 1981 to 1987, he served as an audit manager at Price Waterhouse in Calgary Alberta. Mr. Gustafson received\nhis Bachelor of Business Administration from Wilfrid Laurier University. Mr. Gustafson has been a Chartered Accountant since 1983.\n\n \n\n**Jeffrey Oram** joined\nour Board in June 2021. Mr. Oram is a business professional with more than 25 years of corporate, private and institutional\ninvestment experience. Mr. Oram has spent the last 13 years in the institutional real estate capital markets. Since 2016, he\nhas been a Principal at Godby Realtors, a private real estate investment and brokerage firm. From 2010 to 2018, Mr. Oram served as\nan Executive Member of the New Jersey State Investment Council, which oversees the investment of the State of New Jersey’s pension\nfund. From 2011 to 2016, he served as Executive Managing Director at Colliers International, from 2009 to 2011 he served as Director at\nMarcus and Millichap, and from 2003 to 2009, served as First Vice President at CB Richard Ellis. Mr. Oram received a Bachelor of\nScience degree in Biology from Princeton University.\n\n \n\n**Board Leadership Structure and Risk Oversight**\n\n \n\nOur Board is currently chaired\nby Mr. Horne. Mr. Horne has been a director since June 2016 and served as our Chief Financial Officer from June 2016 until December 2018.\nGiven Mr. Horne’s extensive history with and knowledge of our company, we believe his role as our Chairman facilitates a regular\nflow of information between the Board and management and ensures that they both act with a common purpose.\n\n \n\nOne of the key functions of\nour Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather\nadministers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board\nthat address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing\nstrategic risk exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility\nto consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures,\nincluding guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also\nmonitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function.\nOur Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether\nthey are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether\nany of our compensation policies and programs has the potential to encourage excessive risk-taking.\n\n \n\n - 56 - \n\n \n\n \n\n**Board Committees**\n\n \n\nOur Board has an Audit Committee, a Compensation Committee and a Nominating\nand Corporate Governance Committee. The responsibilities of the Audit Committee (which consists of Mr. Gustafson (Chair), Mr. Oram\nand Mr. Horne) include recommending to the Board the independent registered public accounting firm to be retained by our company, reviewing\nwith our independent registered public accounting firm the scope and results of their audits, and reviewing with the independent registered\npublic accounting firm and management our accounting and reporting principles, policies and practices, as well as our accounting, financial\nand operating controls and staff. The Compensation Committee (which consists of Mr. Gustafson and Mr. Oram) has responsibility for\nestablishing and reviewing employee compensation. The Compensation Committee also has responsibility for administering and interpreting\nthe Alzamend Neuro, Inc. 2016 Stock Incentive Plan, Alzamend Neuro, Inc. 2021 Stock Incentive Plan and the Alzamend Neuro, Inc. 2025 Stock\nIncentive Plan, and determining the recipients, amounts and other terms (subject to the requirements of the Plans) of stock options and\nother equity-based awards which may be granted under the 2016 Stock Incentive Plan, the 2021 Stock Incentive Plan and the 2025 Stock Incentive\nPlan, from time to time. The purpose of the Nominating and Corporate Governance Committee (which currently consists solely of Mr. Oram\n(Chair)) is to select, or recommend for our entire Board’s selection, the individuals to stand for election as directors at the\nannual meeting of stockholders, as well as to consider the adequacy of our corporate governance and oversee and approve management continuity\nplanning processes.\n\n \n\n**Term of Office**\n\n \n\nDirectors serve until the\nnext annual meeting of our stockholders and until their successors are elected and qualified. Officers are appointed to serve at the discretion\nof our Board.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships\namong any of our executive officers and directors.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nExcept as set forth below,\nto the best of our knowledge, during the past 10 years, none of the following occurred with respect to a present or former director,\nexecutive officer or employee:\n\n \n\n•been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic\nviolations and other minor offenses);\n\n \n\n•had any bankruptcy petition filed by or against the business or property of the person, or of any partnership,\ncorporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing\nor within two years prior to that time; *\n\n \n\n•been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any\ncourt of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise\nlimiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance\nactivities, or to be associated with persons engaged in any such activity;\n\n \n\n•been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures\nTrading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,\nor vacated; **\n\n \n\n•been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree,\nor finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants),\nrelating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting\nfinancial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement\nor restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation\nprohibiting mail or wire fraud or fraud in connection with any business entity; and\n\n \n\n•or been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or\nvacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined\nin Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary\nauthority over its members or persons associated with a member.\n\n \n\n* Mr. Horne has served as Chief Financial\nOfficer of Avalanche since June 2016, and, in March 2025, Avalanche filed a voluntary petition in the United States Bankruptcy Court for\nthe District of Nevada seeking relief under the provisions of Chapter 7 of Title 11 of the United States Code.\n\n \n\n - 57 - \n\n \n\n \n\n** HDI issued a press release on August 15, 2023 which summarized the\nterms of HDI’s and Mr. Ault’s settlement with the SEC. The press release announced, in pertinent part, that, “Under\nterms of the settlement, [HDI] and Mr. Ault neither admit nor deny the SEC’s findings, which do not entail intentional misconduct.\n[HDI] will pay a civil penalty of $700,000 that was fully accrued in the fourth quarter of 2022; Mr. Ault will pay disgorgement of $85,504\nand a civil penalty of $150,000. In addition, [HDI] has undertaken to retain an independent consultant to conduct a comprehensive review\nof [HDI]’s internal control over financial reporting and disclosure controls and procedures, and to issue a report providing recommendations\nfor improvements.” All the foregoing payments were made in August 2023.\n\n \n\nThe action brought by the SEC alleged\nthat (i) HDI had violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”)\nand Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, 13a-15(a),\n14a-3, and 14a-9 thereunder and (ii) Mr. Ault had violated, and caused HDI to violate, Sections 17(a)(2) and 17 (a)(3) of the Securities\nAct and Exchange Act Section 14(a) and Exchange Act Rules 14a-3 and 14a-9, caused HDI’s violations of Exchange Act Sections 13(a),\n13(b)(2)(A) and 13(b)(2)(B) and Exchange Act Rules 13a-1, 13a-11, 13a-13, and 12b-20, and violated Exchange Act Rule 13b2-1. In summary,\nthe foregoing sections and rules relate to alleged violations of U.S. federal securities laws consisting of, without limitation, material\nmisstatements regarding certain businesses of HDI, the failure to disclose interests in related person transactions, improper recording\nof purported consulting services, erroneous accounting of investments, and the failure to maintain accounting and disclosure controls.\n\n \n\nFurther, the SEC ordered each of HDI,\nMr. Ault and Mr. Horne to cease and desist from committing or causing any violations and future violations of the foregoing sections and\nrules of the Securities Act and Exchange Act that the SEC had alleged had been violated by each of them.\n\n \n\nExcept as disclosed in “Certain\nRelationships and Related Party Transactions,” none of our directors or executive officers has been involved in any transactions\nwith us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules\nand regulations of the SEC.\n\n \n\n**Code of Business Conduct and Ethics**\n\n \n\nOur Board has adopted a written\ncode of business conduct and ethics, revised effective May 25, 2021, that applies to our directors, officers and employees, including\nour principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar\nfunctions (the “Code of Conduct and Ethics”). In addition, on May 25, 2021, we adopted Code of Ethics for our Chief Executive\nOfficer and our Senior Financial Officers (the “Code of Ethics”). We have posted on our website a current copy of both codes\nand all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code of Conduct and\nEthics."}