No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only to persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States (within the meaning of Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, U.S. persons (within the meaning of Regulation S under the U.S. Securities Act) except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See "Plan of Distribution".

The information contained in this prospectus regarding Alzai Health Corp.'s business strategy, development milestones and use of proceeds is based on analysis that the Alzai Risk Screening Solution (as hereinafter defined) does not require Health Canada and/or U.S. Food and Drug Administration licenses. If a regulator were to determine that this assessment is incorrect, and that Health Canada and U.S. Food and Drug Administration approval were required, there could be material adverse effects for Alzai Health Corp. and its business plan. For details on the analysis undertaken, see "Our Business – Regulatory Environment". See also "Risk Factors – Future regulatory oversight", "Risk Factors – Regulatory approvals", "Risk Factors – Continued extensive regulatory oversight" and "Risk Factors – Contribution to adverse medical events".

PROSPECTUS

Initial Public Offering

April 21, 2026

ALZAI HEALTH CORP.

Minimum Offering: 8,000,000 UNITS

Maximum Offering: 10,000,000 UNITS

CDN $0.40 Per Unit

This prospectus ("Prospectus") qualifies the initial public offering (the "Offering") of a minimum of 8,000,000 units (the "Minimum Offering") and maximum of 10,000,000 units (the "Maximum Offering", and together with the Minimum Offering, the "Offered Securities"), such units being the "Units", of Alzai Health Corp. ("we", "us", "Alzai", or the "Corporation") at a price of $0.40 per Unit (the "Offering Price"). Each Unit consists of one common share of the Corporation (a "Unit Share") and one-half common share purchase warrant of the Corporation (a "Warrant"). Each Warrant is exercisable into one common share of the Corporation (a "Warrant Share") at the price of $0.60 per Warrant Share, subject to adjustment, on or prior to 4:00 p.m. (Eastern Time) on the date that is the earlier of (i) 24 months after the Closing Date (as hereinafter defined), and (ii) the date specified in any Acceleration Notice (as defined herein). The Warrants will be governed by a warrant indenture (the "Warrant Indenture") to be entered into on the Closing Date between the Corporation and Odyssey Trust Company, as warrant agent (the "Warrant Agent"). The Units will immediately separate into Unit Shares and Warrants upon issuance.

The Units will be offered by Haywood Securities Inc. (the "Agent") and will be sold pursuant to an agency agreement (the "Agency Agreement") between the Corporation and the Agent to be dated the date of the final prospectus of the Corporation. The Corporation has granted the Agent an over-allocation option (the "Agent's Option"), and if exercised in full, an additional 1,500,000 Units will be offered by the Corporation.

A person who acquires Units forming part of the Agent's over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases.

There is currently no market through which the Unit Shares and Warrants may be sold, and purchasers may not be able to resell the securities purchased under this Prospectus. This may affect the pricing of the Unit Shares and Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Unit Shares and Warrants, and the extent of issuer regulations. See "Risk Factors".

An investment in the Unit Shares and Warrants is subject to a number of risks that should be considered by a prospective purchaser. Investors should carefully consider the risk factors described under "Risk Factors" before purchasing the Unit Shares and Warrants.

As at the date of this Prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Cboe Canada Inc., a U.S. marketplace, or a marketplace outside Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by the Equis Stock Exchange Limited).

The Corporation has applied to list the common shares of the Corporation (the "Common Shares") for trading on the TSX Venture Exchange (the "TSXV"). As of the date hereof, the TSXV has conditionally approved the listing (the "Listing") of the Common Shares. The Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV, including meeting all minimum listing requirements, which cannot be guaranteed. Closing of the Offering is conditional upon the aforementioned securities being approved for listing on the TSXV. See "Risk Factors" and "Plan of Distribution".

	$0.40 PER UNIT
	Price to the Public	Agent's Fee(1)	Net Proceeds to the Corporation(2)
Per Unit	$0.40	$0.028	$0.372
Minimum Offering	$3,200,000	$224,000	$2,976,000
Maximum Offering	$4,000,000	$280,000	$3,720,000

Notes:

(1) Pursuant to the terms of the Agency Agreement, the Corporation will compensate the Agent, in consideration for their services rendered in connection with the Offering, as follows: (a) on the closing date of the Offering (the "Closing Date"), pay to the Agent a cash commission (the "Agent's Fee") equal to 7.0% of the gross proceeds from the sale of the Offered Securities (including any gross proceeds from the sale of securities pursuant to the exercise of the Agent's Option); (b) on the Closing Date, issue to the Agent, subject to all required regulatory approvals, non-transferable compensation warrants entitling the Agent to purchase that number of Common Shares equal to 7.0% of the aggregate number of Offered Securities and the Agent's Option securities issued under the Offering, exercisable at the Offering Price for a period of 24 months from the Closing Date (the "Compensation Warrants"); (c) with respect to up to $1,000,000 of aggregate gross proceeds from purchasers on a president's list agreed upon by the Corporation and the Agent (the "President's List"), pay to the Agent a reduced cash commission equal to 2.0% of such gross proceeds, together with Compensation Warrants entitling the Agent to purchase that number of Common Shares equal to 2.0% of the number of Units sold to purchasers on the President's List, exercisable at the Offering Price for a period of 24 months from the Closing Date; and (d) pay to the Lead Agent a corporate finance fee of $45,000, of which $22,500 shall be payable in cash (the "Corporate Finance Payment") and $22,500 shall be payable in Common Shares (the "Corporate Finance Shares"), each issued at a deemed price equal to the Offering Price, plus applicable taxes payable in cash. This Prospectus also qualifies the distribution of the Compensation Warrants and the Corporate Finance Shares. See "Plan of Distribution".

(2) After deducting the Agent's Fee but before deducting the expenses of the Offering, including the Corporate Finance Payment, the Agent's expenses including legal fees, the Corporation's legal, printing and audit expenses, and other expenses of the Corporation, which are estimated to be approximately $265,000. The Agent's Fee amount assumes no Units are sold to purchasers on the President's List.

(3) The Agent's Option is exercisable in whole or in part, at the sole discretion of the Agent, for a period of 48 hours prior to the Closing Date, to sell up to an additional 1,500,000 Units (the "Agent's Option Units"), representing 15% of the Units offered under this Prospectus. The Agent's Option Units will be sold on the same terms as set out above. If the Agent's Option is exercised in full, the total "Price to the Public", "Agent's Fee", and "Net Proceeds to the Corporation" will be $4,600,000, $322,000 and $4,278,000, respectively. The "Agent's Fee" and "Net Proceeds to the Corporation" figures assume that no Units are sold to purchasers on the President's List. This Prospectus qualifies the distribution of the Agent's Option and the issuance of securities issuable upon exercise of the Agent's Option. See "Plan of Distribution".

The following table sets out particulars in respect of the Agent's Option, the Compensation Warrants and Corporate Finance Shares to be issued to the Agent in connection with the Offering.

	Number of Securities Available	Exercise Period	Exercise Price
Maximum Agent’s Option	1,500,000
Agent’s Option Units	Up to 48 hours from the Closing Date	$0.40 per Agent’s Option Unit
Maximum Compensation Warrants	700,000 (1)
Compensation Warrants	Up to 24 months from the Closing Date	$0.40 per Compensation Warrant
Corporate Finance Shares	56,250 Corporate Finance Shares	Closing Date	$0.40 per Corporate Finance Share

Notes:
(1) This amount assumes no exercise of the Agent's Option and no Units sold to purchasers on the President's List. If the Agent's Option were exercised in full, 805,000 Compensation Warrants would be issued.
(2) See "Plan of Distribution" for further information about the Compensation Warrants.

Unless otherwise indicated, all information in this Prospectus assumes that the Agent's Option will not be exercised.

The Agent (including any registered sub-agents who assist the Agent in distribution of the Units), as principal, will conditionally offer the Units, subject to prior sale, if, as, and when issued by the Corporation and accepted by the Agent in accordance with the conditions contained in the Agency Agreement referred to under "Plan of Distribution" and subject to the approval of certain legal matters on behalf of the Corporation by Borden Ladner Gervais LLP and on behalf of the Agent by MLT Aikins LLP.

Subscriptions received will be subject to rejection or allotment in whole or in part, and the Agent reserves the right to close the subscription books at any time without notice. It is expected that the Closing will occur on or about May 21, 2026, or such later date as the Corporation and the Agent agree. One or more certificates representing the Unit Shares and Warrants distributed by this Prospectus will be issued in registered and definitive form or through the non-certificated inventory system to CDS Clearing and Depository Services Inc., or to its nominee ("CDS"), and will be deposited with CDS on the Closing Date. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased. See "Plan of Distribution".

ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS

Three of the Corporation's directors reside outside of Canada, and they will each appoint the following agent for service of process:

Name of Person	Name and Address of Agent
Roy Kait	Borden Ladner Gervais LLP, 1200 Waterfront Centre, P.O. Box 48600, 200 Burrard Street, Vancouver, BC V7X 1T2
Hayim Raclaw	Borden Ladner Gervais LLP, 1200 Waterfront Centre, P.O. Box 48600, 200 Burrard Street, Vancouver, BC V7X 1T2
Dr. Amir Glik	Borden Ladner Gervais LLP, 1200 Waterfront Centre, P.O. Box 48600, 200 Burrard Street, Vancouver, BC V7X 1T2

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued, or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

GENERAL MATTERS...1
FINANCIAL STATEMENT PRESENTATION IN THIS PROSPECTUS...1
EXCHANGE RATE INFORMATION...1
FORWARD-LOOKING STATEMENTS...2
MARKET INDUSTRY DATA...4
MARKETING MATERIALS...5
PROSPECTUS SUMMARY...5
CORPORATE STRUCTURE...10
OUR BUSINESS...11
USE OF PROCEEDS...36
DIVIDENDS OR DISTRIBUTIONS...39
SELECTED FINANCIAL INFORMATION...39
MANAGEMENT'S DISCUSSION AND ANALYSIS...39
DESCRIPTION OF THE SECURITIES DISTRIBUTED...40
CONSOLIDATED CAPITALIZATION...42
OPTIONS TO PURCHASE SECURITIES...43
PRIOR SALES...50
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER...52
PRINCIPAL SECURITYHOLDERS AND SELLING SECURITYHOLDERS...53
DIRECTORS AND EXECUTIVE OFFICERS...53
EXECUTIVE COMPENSATION...58
CORPORATE GOVERNANCE...60
AUDIT COMMITTEE...63
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS...65
PLAN OF DISTRIBUTION...65
RISK FACTORS...68
PROMOTERS...88
LEGAL MATTERS...88
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...88

AUDITORS, TRANSFER AGENT AND REGISTRAR...88
MATERIAL CONTRACTS...89
EXPERTS...89
ELIGIBILITY FOR INVESTMENT...89
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...90
PURCHASER'S STATUTORY RIGHTS...94
LIST OF EXEMPTIONS...95
GLOSSARY OF TERMS...96
SCHEDULE A AUDITED FINANCIAL STATEMENTS AND INTERIM FINANCIAL STATEMENTS...A-1
SCHEDULE B MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE 2024 FISCAL PERIOD AND 2025 Q3 PERIOD...B-1
SCHEDULE C STATEMENT OF DIRECT EXPENSES...C-1
SCHEDULE D MANDATE OF THE BOARD OF DIRECTORS...D-1
SCHEDULE E AUDIT COMMITTEE CHARTER...E-1
CERTIFICATE OF ALZAI HEALTH CORP. C-1
CERTIFICATE OF THE AGENT...C-2

GENERAL MATTERS

Unless otherwise noted or the context indicates otherwise the terms “we”, “us”, “our”, “Alzai” or the “Corporation” refer to Alzai Health Corp.

Certain capitalized and other terms and phrases used in this Prospectus are defined in the “Glossary of Terms” beginning on page 96.

Prospective purchasers should rely only on the information contained in this Prospectus. We have not, and the Agent have not, authorized any other person to provide prospective purchasers with additional or different information. If anyone provides prospective purchasers with additional or different or inconsistent information, including information or statements in media articles about the Corporation, prospective purchasers should not rely on it. The Corporation is not, and the Agent are not, making an offer to sell or seeking offers to buy Units in any jurisdiction where the offer or sale is not permitted. Prospective purchasers should assume that the information appearing in this Prospectus is accurate only as at its date, regardless of its time of delivery or of any sale of Units. The Corporation’s business, financial conditions, results of operations, and prospects may have changed since that date.

The Corporation presents its consolidated financial statements in Canadian dollars. Amounts in this Prospectus are stated in Canadian dollars unless otherwise indicated.

FINANCIAL STATEMENT PRESENTATION IN THIS PROSPECTUS

The following financial statements of the Corporation (the “Financial Statements”), prepared in accordance with International Financial Reporting Standards (“IFRS”), have been included in this Prospectus:

(a) audited financial statements of the Corporation prepared on a consolidated basis for the period from November 15, 2024 (incorporation) to April 30, 2025 (the “Audited Financial Statements”);

(b) unaudited condensed consolidated interim financial statements of the Corporation for the nine-month period ended January 31, 2026 (the “Interim Financial Statements”); and

(c) audited statement of direct expenses for the eleven-month period ended November 30, 2024 and for the year ended December 31, 2023 (the “Statement of Expenses”).

EXCHANGE RATE INFORMATION

The Corporation presents its financial statements in Canadian dollars. Unless otherwise indicated, all references to “$”, “CDN$” or “CAD$” in this Prospectus refers to Canadian dollars. Reference to “ILS” in this Prospectus refers to the New Israeli shekel (“ILS”).

The following table sets forth (i) the rate of exchange for the Canadian dollar, expressed in ILS, in effect at the end of the periods indicated; (ii) the average exchange rates for the Canadian dollar, expressed in ILS, during such periods; and (iii) the high and low exchange rates for the Canadian dollar, expressed in ILS, during such periods, each based on the daily average exchange rate as reported by the Bank of Israel for conversion of Canadian dollars into ILS:

	Nine Months ended January 31		Year ended December 31
	2025	2024	2025	2024	2023
High	$2.6433	$2.7971	$2.6876	$2.8099	$2.9660
Low	$2.2580	$2.4693	$2.2826	$2.5045	$2.5202
Average	$2.4121	$2.6682	$2.4693	$2.7007	$2.7335
Closing	$2.2893	$2.4693	$2.3275	$2.5354	$2.7391

On April 20, 2026, the daily exchange rate reported by the Bank of Israel for the conversion of Canadian dollars into ILS was CAD$1.00 = ILS$2.1929.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements that relate to the Corporation's current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary", "Our Business", "Use of Proceeds", "Management's Discussion and Analysis", and "Risk Factors."

In some cases, these forward-looking statements can be identified by words or phrases such as "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "predict", or "likely", or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Statements containing forward-looking information are not historical facts. The Corporation has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy, and financial needs. These forward-looking statements include, among other things, statements relating to:

the timing and terms of the Offering;
the successful completion of this Offering;
the estimated size of the Offering and the anticipated gross and net proceeds of the Offering;
the costs associated with the Offering and the Listing;
our anticipated cash needs, the need for additional financing, and the use of the net proceeds from this Offering;
the commercial viability of the Alzai Risk Screening Solution (as hereinafter defined);
the Corporation's ability to attract partners in the commercialization process;
the Corporation's ability to sublicense the Alzai Risk Screening Solution or any of its technology or intellectual property;
the Corporation's ability to obtain or maintain patent protection and/or patent rights relating to the Alzai Risk Screening Solution and the Corporation's ability to prevent third parties from competing against the Corporation;
the Corporation's ability to complete the Listing;
the Corporation's intention to grow its business and its operations;
our competitive position and the regulatory environment in which we operate;
the Corporation's ability to successfully compete against other companies with similar products to the Alzai Risk Screening Solution and any future product offerings;
the Corporation's ability to obtain additional funds through the sale of equity or debt commitments;
our expectations regarding our financial position, business strategy, growth strategies, operations, financial results, dividends policy and plans and objectives;
expectations of future results, performance, achievements, prospects, opportunities or the market in which we operate;
the compensation structure of the Corporation's officers and Directors (as defined herein);
the Corporation's officers and Directors allocating their time to other businesses and potentially having conflicts of interest with the Corporation;
the Corporation's ability to obtain and maintain the necessary regulatory approvals for its business;

the application of certain laws and regulations in the jurisdictions in which the Corporation operates and the impact of any changes in laws or regulations on the Corporation’s business;
the Corporation’s future liquidity and financial capacity;
the Corporation’s expected market and profitability.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking statements are based on certain assumptions and analyses made by the Corporation in light of the experience and perception of historical trends, current conditions, and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties, and assumptions, prospective purchasers of Units should not place undue reliance on these forward-looking statements.

Whether actual results, performance, or achievements will conform to the Corporation’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions, and other factors, including those listed under “Risk Factors”, which include:

the inherent uncertainty of product development;
our requirement for additional financing;
our negative cash flow from operations;
our history of losses;
reliance on Management, loss of members of Management or other key personnel, or an inability to attract new Management team members;
our ability to establish and maintain commercialization organizations in the North American market;
inability to acquire and/or use additional data necessary for future development activities, which could hinder our ability to enhance or expand our products and services
no prior public market for the Unit Shares or the Warrants;
management of additional regulatory burdens;
volatility in the market price for the Unit Shares and the Warrants;
failure to protect and maintain and the consequential loss of intellectual property rights;
third-party claims relating to misappropriation by our employees of their intellectual property;
reliance on third parties to conduct and monitor our pre-clinical studies and clinical trials;
changes in laws, regulations, and guidelines relating to our business, including tax and accounting requirements;
lack of successful implementation of adequate internal controls over financial reporting;
limited experience of our Management team with publicly-traded companies;
our lack of experience in commercializing any products;
unsuccessful collaborations with third parties;
business disruptions affecting third-party suppliers and manufacturers;
lack of control in future prices of our product candidates;
our lack of experience in selling, marketing, or distributing our products;
competition in our industry;

expansion of our business to other jurisdictions;
the need to train the Corporation’s algorithm in order to operate in other jurisdictions on data from that jurisdiction;
fraudulent activities of employees, contractors, and consultants;
our reliance on key inputs and their related costs;
difficulty associated with forecasting demand for products;
operating risk and insurance coverage;
our inability to manage growth;
conflicts of interest among our officers and Directors;
residence outside of Canada by some of the Directors;
managing damage to our reputation and third-party reputational risks;
exposure to information systems security threats;
claims related to our maintenance, storage or transmission of personally identifiable information or protected health information;
unknown risk and liability stemming from our use of generative artificial intelligence;
no dividends for the foreseeable future;
exposure to fluctuations in currency exchange rates;
future sales of Common Shares by existing Shareholders causing the market price for the Common Shares to fall;
use of proceeds; and
the issuance of Common Shares in the future causing dilution.

If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking statements prove incorrect, actual results might vary materially from those anticipated in the forward-looking statements.

Information contained in forward-looking statements in this Prospectus is provided as of the date of this Prospectus, and we disclaim any obligation to update any forward-looking statements, whether as a result of new information or future events or results, except to the extent required by applicable securities laws. Accordingly, potential investors should not place undue reliance on forward-looking statements or the information contained in those statements.

MARKET INDUSTRY DATA

Unless otherwise indicated, information contained in this Prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunities and market share, is based on information from independent industry organizations, other third-party sources (including industry publications, surveys, and forecasts) and Management studies and estimates.

Unless otherwise indicated, our estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and include assumptions made by us which we believe to be reasonable based on our knowledge of our industry and markets. Although Alzai and the Agent believe these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in any statistical survey. Our internal research and assumptions have not been verified by any independent source, and we have not independently verified any third-party information. While we believe the market position, market opportunity, and market share information included in this Prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry and markets in which we operate

are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Forward-Looking Statements” and “Risk Factors”.

MARKETING MATERIALS

Any “template version” of any “marketing materials” (as each term is defined in National Instrument 41-101 – General Prospectus Requirements) that are utilized by the Agent in connection with the Offering are hereby incorporated by reference into this Prospectus, including the investor presentation filed on SEDAR+ on October 23, 2025. However, any such template version of marketing materials will not form part of this Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. In addition, any template version of any marketing materials filed under our profile on the SEDAR+ website at www.sedarplus.ca after the date of this Prospectus but before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated into this Prospectus. The marketing materials may be viewed under our profile on SEDAR+ at www.sedarplus.ca.

PROSPECTUS SUMMARY

The following is a summary of the principal features of the Offering and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus. Certain capitalized terms and phrases used in this Prospectus are defined in the “Glossary of Terms” beginning on page 96.

Overview

Alzai is a health technology company. Alzai’s current product offering is a machine learning (“ML”) and artificial intelligence (“AI”) driven, non-invasive Alzheimer’s Disease (“AD”)/Alzheimer’s Disease-related dementia (“ADRD”) risk screening solution that uses low-cost, pre-existing biomarker data. AD/ADRD in this Prospectus is defined as the clinical syndrome of AD, with or without vascular pathology per brain imaging but without the prior diagnosis of a stroke. AD/ADRD in this context does not include other forms of dementia. Alzai provides risk stratification, assisting in the process of early detection of AD/ADRD with the goal of improving patient treatment and outcomes. Alzai uses common demographic, diagnostic and blood panel data found in most adult medical records. Applying the Alzai Risk Screening Solution to flag individuals with elevated risk of a diagnosis of AD/ADRD may increase efficient clinical trials for pharmaceutical companies, clinical research organizations, institutions and sponsors (collectively, the “Research Organizations”) focused on AD/ADRD solutions. Applying the Alzai Risk Screening Solution to healthcare providers and payors (collectively, the “Healthcare Organizations”) may improve patient outcomes and create efficiency by flagging patients that need attention, which may enable earlier diagnosis and therapeutic intervention for the sick, and preventative care for individuals at high risk of becoming sick.

While diagnostic tools, treatment options and prevention options for AD/ADRD exist, the capability of non-invasive risk screening has not advanced as quickly. Alzai addresses the critical unmet need of risk screening. Early identification may prevent a diagnosis of AD/ADRD in over one third of healthy individuals who are at risk.¹ Today, AD/ADRD cases may go undiagnosed until the moderate or severe stage, resulting in a loss of valuable treatment time and increased healthcare costs. Alzai flags subjects at-risk of disease, which may prompt additional tests that may lead to earlier diagnosis, treatment and preventive care. Alzai can assess the individuals who may be at risk of being diagnosed with AD/ADRD from 1 to 10 years prior to diagnosis. The Alzai Risk Screening Solution (as hereinafter defined) may enable more individuals to progress faster to the diagnosis stage and to treatment if needed, ultimately postponing disease progression and saving money.

The Alzai Risk Screening Solution is a non-invasive risk screening solution for AD/ADRD. Alzai uses existing complete blood count (“CBC”) and blood chemistry tests along with age and gender and its proprietary AI to seamlessly screen populations, flagging individuals who might be high-risk subjects. The Alzai Risk Screening Solution is built on a user-friendly, integrated platform for Healthcare Organizations and Research Organizations and can be integrated with standard electronic medical record (“EMR”) systems after undergoing an integration process.

¹ The Lancet International Commission on Dementia Prevention, Intervention and Care reported that more than one third of global dementia cases may be preventable through addressing lifestyle factors that impact an individual’s risk.

As of the date of this Prospectus, the Alzai Risk Screening Solution has not yet been utilized externally by customers. Further, the platform is not yet in production or in routine external use by customers.

The Alzai Risk Screening Solution does not generate recommendations or decisions; rather, they produce numerical or categorical risk estimates intended to support professional or organizational decision-making processes. The Alzai Risk Screening Solution relies on ML models as the primary mechanism for generating risk estimates. The model outputs are quantitative risk scores derived from structured data inputs (e.g., demographics, laboratory results and other health information). While Alzai’s risk estimates are generated entirely by ML models, the platform is designed for use within broader analytical or clinical workflows – where users such as payors, healthcare providers or Research Organizations – may incorporate additional considerations before acting on results. The Alzai Risk Screening Solution is not a diagnostic solution but rather an estimator of risk. The Alzai Risk Screening Solution may flag a proportion of patients that do not subsequently get diagnosed with AD/ADRD and is not intended to replace medical judgment or independent decision making.

Subject to the terms of the Mor and Ariel License Agreement (as hereinafter defined), Alzai holds exclusive rights to the Mor and Ariel Technology developed by Mor and Ariel, which includes all intellectual property generated through its research and innovation, which covers the original research intellectual property generated by Mor and Ariel (as hereinafter defined), any new intellectual property developed by Alzai from ongoing research and development, and any intellectual property which may be developed from future research based on advancements of the original intellectual property under Alzai’s ownership.

Alzai brings together a wealth of medical research and development experience, and a Management team, Board of Directors, and Scientific Advisory Board comprised of business and thought leaders with extensive industry experience and expertise in the medical technology industry. This breadth of experience will allow Alzai to continue to explore additional developments based on ML AI risk screening for other diseases in the future.

Corporate History

Alzai was established following the work of Dr. Amir Glik of Chalit Health Services (“CHS”), in collaboration with Prof. Chen Hajaj, Dr. Anat Goldstein, and Dr. Orit Raphaeli of Ariel University. The team’s research and discussions with Roy Kait, Ofri Kait and Hayim Raclaw (collectively, the “Founders”) led to the idea of forming a new company focused on using AI-based tools to support the identification of high-risk individuals who may be diagnosed with AD/ADRD later on. To pursue this, the Founders, along with Dr. Glik, Prof. Hajaj, Dr. Goldstein and Dr. Raphaeli, entered into negotiations with Mor Research Applications Ltd. (“Mor”), the technology transfer department of CHS, and Ariel Scientific Innovations, Ltd. (“Ariel”), the technology transfer department of Ariel University. These negotiations concluded with the execution of the Mor and Ariel License Agreement.

Currently, screening for AD/ADRD primarily relies on physician suspicion. As noted above, while diagnostic tools for AD exist, they may not be suitable for mass-screening due to invasiveness and cost. Without systematic risk screening, early intervention may be rare. As a result, treatment may be late, which compromises efficacy and often costs quality-of-life years for the patient and increased cost for healthcare. Current diagnostic tests, such as position emission tomography imaging (“PET”) and biochemical quantification of proteins in cerebrospinal fluid or blood, are expensive, time-consuming and invasive. However, blood-based biomarkers are rapidly advancing the ability to diagnose for AD/ADRD, with plasma p-tau217 emerging as the most analytically robust and clinically informative marker of underlying amyloid and tau pathology. P-tau217 shows strong concordance with amyloid PET, tau PET, and CSF biomarkers, and rises early in AD’s disease continuum, making it a practical and minimally invasive tool for early detection, staging and therapeutic decision-making for AD/ADRD. As a result of this progress, the National Institute on Aging and Alzheimer’s Association (“NIA-AA”) has formally incorporated p-tau217 as the leading biomarker for detecting AD/ADRD’s neuropathological change. In the NIA-AA guidelines, p-tau217 is considered a diagnostic test for AD/ADRD.

As a solution, Alzai, using Mor and Ariel Technology made available under the Mor and Ariel License Agreement, developed a ML, AI-driven AD/ADRD risk screening tool. This innovative proprietary technology flags individuals who might be at high risk of being diagnosed with AD/ADRD which may help start the early diagnosis process, preventative care for those at-risk and treatment for patients with AD/ADRD. Using the Alzai Risk Screening Solution,

more individuals may proceed to the diagnostic process earlier and thus, milder AD and mild cognitive impairment (“MCI”) cases can be identified.

MCI means cognitive deterioration which can be demonstrated using formal cognitive assessment tools but without significant functional impairment. In many cases, MCI is the clinical stage that precedes the diagnosis of AD/ADRD. The Alzai Risk Screening Solution may identify individuals who are at risk of being diagnosed with AD, ADRD or MCI.

Alzai Risk Assessment

Alzai uses ML algorithms to analyze routine blood sample results. Initially developed by researchers of CHS and Ariel and later refined by Alzai, these ML algorithms enabled Alzai to create predictive models designed to identify individuals who may be at risk of being diagnosed with MCI or AD/ADRD.

CHS is Israel’s largest public health provider, serving over four million customers. CHS provides public and semi-private health services in Israel and under Israeli law, is run as a not-for-profit entity. As a healthcare organization, CHS employs physicians and researchers (among other medical professionals) to advance its provision of healthcare services and for research and development. Due to CHS being Israel’s largest public health provider, CHS’ electronic data system consists of information from physicians, specialty clinics, hospitals, labs, imaging centers and pharmacies.

Researchers at CHS and Ariel University performed a longitudinal analysis of patient records from 2000 to 2022 using data sourced from CHS, which included demographics (i.e., birth date and sex), diagnoses, medications and lab results. The original cohort included 500,399 subjects. After exclusion due to various reasons, the final cohort included 441,375 subjects. Researchers at CHS and Ariel University found that AD/ADRD patients made up 59,441 patients which is 11.88% of the original cohort (before the exclusion phase). Analysis of the sex groups shows that 38,168 female patients and 21,273 male patients were diagnosed with AD/ADRD. The ratio of males to females in the cohort is 1:1.79, which aligns with previous reports.²

Our Business Strategy

Our goal is to become a leader in the market for AD/ADRD risk assessment and to enter additional markets using AI and ML risk screening by pursuing the following strategies:

clinical risk-screening for healthcare by launching the Alzai Risk Screening Solution in health systems and institutions, lab services and insurance companies;
pre-screening recruitment for clinical trials focusing on Research Organizations;
analyzing large data in order to support decision-makers in various industries who may benefit from prediction of the population’s AD/ADRD risk years in advance (e.g., insurance, population health, others); and
exploring the development of additional risk stratification solutions for other diseases to serve the Corporation’s markets.

The Offering

Issuer: Alzai Health Corp.

Minimum Offering: 8,000,000 Units ($3,200,000).

Maximum Offering: 10,000,000 Units ($4,000,000).

² Glik, Amir et al. “Routine Blood Count and Chemistry can predict AD dementia risk up to Ten years Ahead.” (2025) vol. 21: Alzheimer’s & Dementia

Offering Price per Unit: $0.40.

Form of Offering: Offering in each of the British Columbia, Alberta and Ontario, by way of a long-form prospectus. Offering to other jurisdictions as permitted by applicable securities laws and as mutually agreed upon by the Agent and the Corporation. See “Plan of Distribution”.

Common Shares Outstanding: 53,216,432 Common Shares are issued and outstanding as of the date of this Prospectus, and a maximum of 64,022,682 Common Shares will be issued and outstanding immediately after the Offering (in each case, excluding any Common Shares and Warrants issued under the Agent’s Option and any Common Shares that may be issued upon exercise of Options, Warrants or RSUs). See “Description of the Securities Distributed”.

Agent’s Option: The Corporation has granted to the Agent an Agent’s Option exercisable for a period of up to 48 hours prior to the Closing Date to sell up to an additional 1,500,000 Agent’s Option Units (representing 15% of the Units offered under this Prospectus) at the Offering Price. See “Plan of Distribution”.

Use of Proceeds: The Corporation expects to receive gross proceeds of $3,200,000 from the Minimum Offering and $4,000,000 from the Maximum Offering ($4,600,000 if the Agent’s Option is exercised in full). In addition, as of March 31, 2026, the Corporation has estimated working capital deficiency in the amount of $(703,754), due to a change in a liability that occurred in April 2026.³ Prior to the Offering, the working capital deficiency is reduced by $576,424 to a working capital deficiency in the amount of $127,330. After taking this change into account and prior to the payment of any expenses of the Offering (including the Agent’s Fee, the Corporate Finance Payment and the estimated expenses of the Offering of $62,500, and assuming there are no purchasers under the President’s List), this results in total available funds of $2,786,170 assuming the Minimum Offering and $3,530,170 assuming the Maximum Offering (in either case, assuming no exercise of the Agent’s Option).

The principal purposes of this Offering are to obtain additional capital to support our operations, to establish a public market for our Common Shares, and to facilitate our future access to the public equity markets. We intend to use the net proceeds from this Offering for the following purposes:

Principal Purposes	Estimated Expenditure (assuming the Minimum Offering) ($)	Estimated Expenditure (assuming the Maximum Offering) ($)
Research & Development	926,232	1,020,232
Sales & Marketing(1)	652,516	1,152,516
General working capital	1,057,422	1,207,422
Unallocated funds	150,000	150,000
Total Use of Available Funds	2,786,170	3,530,170

Note:

³ On April 15, 2026, the Corporation and KW (as defined below) entered into an amending agreement to the amended and restated senior convertible debenture certificate issued on April 13, 2026 (the “Amending Agreement”). Pursuant to the Amending Agreement, the principal amount of the Convertible Debenture (as defined below) was increased from $666,600 to $769,230 and the maturity date was extended from November 27, 2026 to October 14, 2027. As a result, the Convertible Debenture was changed from a short-term liability to a long-term liability and the calculation of working capital was adjusted. All other terms of the Convertible Debenture remain unchanged. The Amending Agreement will be accounted for prospectively in the period in which it became effective. The Interim Financial Statements have not been adjusted to reflect the Amending Agreement as the Amending Agreement is considered a subsequent event.

(1) The Sales & Marketing amount includes a prepayment of CA$350,000 for the Annual License Fee (as hereinafter defined) pursuant to the Mor and Ariel License Agreement (covering years 2027-2030), representing the CAD equivalent of USD$250,000.

The total available funds of $2,786,170 (assuming the Minimum Offering) and 3,530,170 (assuming the Maximum Offering) reflect gross proceeds less the Corporation’s working capital deficiency of $127,330 and offering-related expenses of $286,500 (assuming the Minimum Offering) or $342,500 (assuming the Maximum Offering). The offering-related expenses will be applied directly to offering costs and consist of the Agent's Fee, the Corporate Finance Payment and the estimated expenses of the Offering. The remaining net funds available for ongoing operations are $2,786,170 (assuming the Minimum Offering) and $3,530,170 (assuming the Maximum Offering), of which $150,000 will be held as unallocated reserve funds. The balance of $2,636,170 (assuming the Minimum Offering) and $3,380,170 (assuming the Maximum Offering) will be deployed across research and development, sales and marketing, and general working capital as set out in the table above.

The Corporation expects to use the remaining net proceeds, along with cash currently available to the Corporation, to fund the development of the Corporation’s AI-driven medical solutions, including the Alzai Risk Screening Solution (as hereinafter defined), for sales and marketing and for working capital and general corporate purposes. See “Use of Proceeds”.

Lock-Up Arrangements

It shall be a condition of Closing of the Offering in favour of the Agent that: (i) each member of Management; (ii) each Director of the Corporation; and (iii) existing Shareholders who have beneficial ownership, control or direction over 10% or more of the issued and outstanding Common Shares to agree, subject to certain customary exceptions, to not, directly or indirectly, offer, sell, contract to sell, secure, pledge, grant or sell any option, right or warrant to purchase, or otherwise lend, transfer or dispose of any equity securities of the Corporation or make any short sale, engage in any hedging transaction or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of equity securities of the Corporation during a period commencing on the Closing Date and ending on the date which is ninety (90) days after the Closing Date. See “Lock-Up Arrangements”.

Dividend Policy:

The Corporation has not paid dividends to its Shareholders to date and does not anticipate paying cash dividends on the Common Shares in the foreseeable future. The Corporation’s current policy is to retain cash flows to finance the development and enhancement of its products and to otherwise reinvest in the Corporation’s business.

Risk Factors

An investment in the Common Shares is speculative and involves a high degree of risk, including the risks summarized below. Prospective purchasers should carefully consider the information set out under “Risk Factors” beginning on page 47 and the other information in this Prospectus before purchasing Common Shares. The risks described herein are not the only risks that affect the Corporation. Other risks and uncertainties that the Corporation does not presently consider to be material, or of which the Corporation is not presently aware, may become important factors that affect the Corporation’s future business prospects, financial condition, and results of operations.

There are risks associated with an investment in the Common Shares, including but not limited to, the Corporation still being in the phase of reaching commercialization of its product and services, competition, capital requirements, access to capital markets, the limited operating history and negative cash flow of the Corporation, governmental regulations, the Common Shares being speculative, market responses to publicity relating to the Corporation or its products, vulnerability to market changes, product liability claims against the Corporation, the ability of the Corporation to obtain satisfactory results in its efforts to commercialize and market its products, the ability of the Corporation to integrate the Alzai Risk Screening Solution’s (as defined below) algorithms into other artificial intelligence platforms, the ability of the Corporation to develop an operational product platform for use by customers, the Corporation’s dependency on third-party contract manufacturers, the ability of the Corporation to adjust its products to various markets, potential conflicts of Directors and officers, unexpected operating expenses, costs for legal and financial compliance, adequacy of disclosure

controls and procedures and internal controls over financial reporting, and the other factors discussed under “Risk Factors”.

Summary of Financial Information

The following sets out summary financial information of the Corporation for the periods or as at the dates indicated. The financial information of the Corporation as at April 30, 2025 has been derived from the Audited Financial Statements and the financial information of the Corporation as at January 31, 2026 has been derived from the Interim Financial Statements. The Audited Financial Statements have been audited by Davidson and the Interim Financial Statements have been reviewed by Davidson. Davidson’s report on the Audited Financial Statements is also included elsewhere in this Prospectus. The summary financial information should be read in conjunction with our Management’s Discussion & Analysis, Audited Financial Statements and the Interim Financial Statements and the related notes.

| | As at January 31, 2026 | As at April 30, 2025
(audited) |
| --- | --- | --- |
| Balance Sheet Highlights | | |
| Current Assets | 908,480 | 337,182 |
| Total Assets | 1,015,820 | 439,956 |
| Current Liabilities | 1,647,545 | 211,308 |
| Total Liabilities(1) | 1,647,545 | 211,308 |
| Shareholders’ equity (deficiency) | (631,725) | 228,648 |
| Income Statement Highlights | Nine Months Ended January 31, 2026 | Initial Period Ended April 30, 2025
(audited) |
| --- | --- | --- |
| Net Loss | (3,007,206) | (743,832) |
| Net Loss Per Share | $0.06 | $0.02 |
| Note: | | |

(1) See Note 5 (Intangible Assets) and Note 6 (Accounts Payable and Accrued Liabilities) in the Audited Financial Statements and Note 7 (Accounts Payable and Accrued Liabilities) in the Interim Financial Statements.

CORPORATE STRUCTURE

Name and Incorporation

The Corporation was incorporated under the Business Corporations Act (Ontario) on November 15, 2024. The Corporation is a healthcare company focused on innovative health solutions. The registered office of the Corporation is located at 22 Adelaide Street West, Suite 3400, Toronto, Ontario, M5H 4E3 (the “Registered Office”).

The Corporation’s records are located at the Registered Office. However, the Corporation’s accounting records are held on the online accounting platform, QuickBooks. There are no restrictions on the Board of Directors’ access to the Corporation’s books and records.

Intercorporate Relationships

The Corporation has one wholly-owned subsidiary, Alzai Health Israel Ltd. (the “Subsidiary”), which was incorporated in Israel on December 15, 2024 and registered as a company limited by liability under the Israeli Companies Law, 1999. All of the issued and outstanding shares of the Subsidiary are owned by the Corporation. The Subsidiary’s registered office is located at GCL Law Firm, 30th Floor, #4 Ariel Sharon St. Givatayim 5320045, Israel. The minute books, corporate seals and corporate records of the Subsidiary are all stored at this location, as required by Israeli law.

The Subsidiary undertakes the Corporation's research and development efforts and continues to develop Alzai's ML algorithms. The Subsidiary also provides management and other services to the Corporation. The operations of the Subsidiary are mainly research and development activities particularly with organizations located in Israel. Such operations are conducted by employees or contractors who reside in Israel and which are governed by Israeli employment law. Conversely, the operations of the Corporation are conducted by (i) employees and contractors who reside in Canada and the United States; and (ii) employees and contractors of the Subsidiary who reside in Israel. The allocation of roles and responsibilities between the Corporation and the Subsidiary is determined by the Board of Directors on a holistic basis and focuses on the best strategy to engage in operations based on location.

As of the date of this Prospectus, three of the Directors currently reside in Israel and are able to manage the daily operations in Israel. The Corporation's CEO lives in Israel and works in both Canada and the United States as needed. The Corporation's two Directors based in Canada are able to visit the Israel-based operations and management team as needed. As of the date of this prospectus, the Subsidiary's officers consist of Hayim Raclaw, Dr. Amir Glik, Roy Kait and Israel Messer.

In effect, the Board retains control over the Subsidiary by virtue of its shared director, Dr. Amir Glik. Dr. Glik is the sole director of the Subsidiary and is also a director of the Corporation. Under Israeli law, the decision regarding who is authorized to sign on behalf of a company is determined by the company's board of directors. The board of directors may change the people authorized to sign on behalf of the company by regular majority. The board of directors also decides on the appointment and termination of employment of the company's CEO and other office holders, unless such right of appointment has been granted by the company to the CEO.

In order to remove a director from the Subsidiary, there would need to be a general meeting of the shareholders of the Subsidiary to elect new directors, which would consist solely of the Corporation. Removal of the CEO or other officers can be done by a resolution of the Subsidiary's board of directors, namely, Dr. Glik. Accordingly, the Board of Directors has effective control over the Corporation and the Subsidiary and has the necessary tools that it needs to provide oversight over the Corporation and the Subsidiary.

Currently, capital is held by the Corporation and deployed by Management to cover both the Corporation and the Subsidiary's expenses, as needed by the business. The Corporation's Board oversees management of the Corporation, which in turn oversees employees and contractors of the Subsidiary. In the future if revenues are earned by the Subsidiary and profits need to be allocated to the Corporation, the board of directors of the Subsidiary consist of the sole director, Dr. Glik, or the sole shareholder of the Subsidiary, the Corporation, may direct funds to the Corporation through dividends, return of capital or other mechanisms as appropriate.

OUR BUSINESS

Corporation's Overview

Alzai is a health technology company, and its current product offering is an AI-driven solution for MCI/AD/ADRD risk screening. The Alzai Risk Screening Solution is designed to support early disease prevention strategies, timely intervention and early diagnosis of diseases to assist in improving patient outcomes. Alzai uses low-cost, non-invasive, pre-existing biomarker data present in nearly all electronic medical records of the relevant age demographic. The mission of the Corporation is to become a leader in AI-driven risk screening. Alzai is starting with addressing the unmet need in AD/ADRD risk screening by enabling early disease detection and mitigation through more timely diagnosis, therapy or prevention.

The majority of the Corporation’s operations, including administration, bookkeeping, business development and sales and marketing, are conducted in both Canada and Israel. However, as some of the Corporation’s contractors are based out of the U.S., some of the Corporation’s operations are also conducted in the U.S. The Subsidiary’s operations in Israel consist of providing managerial and other services to the Corporation and conducting the research and development activities carried out by the Subsidiary and its employees and contractors.

Additionally, the Corporation regularly engages an Israeli law firm and an Israeli accounting firm. These parties assist the Corporation with its ongoing operations in Israel and are able to advise on laws and requirements of Israel, the role of the government of Israel in the Corporation’s foreign operations, and any differences in banking systems. As some of the Corporation and the Subsidiary’s executive officers are resident in Israel, they are familiar with local business and culture practices.

Corporate History

Alzai was conceived when the Founders identified that early-stage AD/ADRD remains widely undiagnosed and identification of those at high risk of being diagnosed with AD/ADRD remains an expensive and difficult task. The absence of risk screening results in delayed diagnosis and treatment for the sick, and the absence of preventative action for the at-risk. This current situation is to the detriment of patients, their families, healthcare payors and other stakeholders.

The Subsidiary entered into the Mor and Ariel License Agreement to license the Mor and Ariel Technology that had been developed by CHS and Ariel. The Mor and Ariel Technology uses ML technology to flag individuals at risk to be diagnosed with AD/ADRD up to ten years in advance. This is accomplished in a completely non-invasive manner, leveraging ubiquitous existing patient data, in a cost-effective manner.

Using the Mor and Ariel Technology, Alzai built out its ML, AI-powered AD/ADRD risk screening solution by enhancing and expanding on Mor and Ariel’s algorithms. With the addition of Alzai’s work, the ML models can now incorporate patients’ background diagnoses, enhancing their predictive performance. In addition, Alzai refined certain data preparation methods to better reflect real-world conditions. For example, predictive horizons have been redefined as consecutive time periods, rather than fixed calendar years. These changes have resolved prior inconsistencies in the models that were caused by overlapping predictions. With these innovations, Alzai’s proprietary technology flags individuals who might be at high risk of being diagnosed with AD/ADRD in the near future and may prompt the individual to begin an early diagnosis process, which can lead to treatment for patients with AD/ADRD and preventative care for those at-risk.

Since incorporation on November 15, 2024, the Corporation has focused its efforts on:

negotiation, execution and entry into the Mor and Ariel License Agreement;
developing the core technology for commercial deployment including enabling cloud architecture, basic user interfaces, and continuing to develop the Alzai Risk Screening Solution by refining and extending the research algorithm using engineering and validation practices, and aligning the algorithm to industry and production standards;
developing IP strategy and expanding IP portfolio;
establishing an “enterprise sales funnel” that consists of structured lists of profiled and prioritized enterprises and tailored value propositions and materials for use in sales to these enterprises. The funnel has created several discrete market segments: clinical trials, healthcare providers, healthcare technology companies, U.S. insurance companies and longevity companies;
developing marketing & messaging to emerge into the industry as a new company ready to engage partners and clients;

recruiting a core team of operations, research & development, medical affairs, financial management, administration, and marketing; and
financing in three financing rounds after the Founders seeded start-up operations.

After the Corporation’s incorporation and prior to the date of this Prospectus, the Corporation spent approximately one annual data scientist salary to refine and extend its algorithm.

In December 2024, the Corporation raised aggregate gross proceeds of $112,500 through a non-brokered private placement of 22,500,000 Common Shares at a price of $0.005 per Common Share. This issuance, together with subsequent issuances under the Equity Plans (as hereinafter defined), has resulted in the Founders, Dr. Amir Glik, Prof. Chen Hajaj, Dr. Anat Goldstein and Dr. Orit Raphaeli (collectively, the “Initial Investors”) collectively owning 43.84% of the Corporation as of the date of this Prospectus. See the heading “Prior Sales” in this Prospectus.

In December 2024, the Subsidiary entered into the Mor and Ariel License Agreement, providing the Corporation with the rights to certain technology relating to early risk screening of at-risk populations in developing AD/ADRD in the field of neurodegenerative diseases. Further to the Mor and Ariel License Agreement, certain Shareholders also entered into the Ancillary Rights Agreement (as defined below). In connection with the Mor and Ariel License Agreement, Mor and Ariel were each issued 1,875,000 Common Shares. Together with the Initial Investors, Mor and Ariel own an aggregate 50.88% of the Corporation as of the date of this Prospectus. See “Our Business – Commercialization” for further information.

In January 2025, the Corporation raised aggregate gross proceeds of $792,500 through a non-brokered private placement of 15,850,000 subscription receipts of the Corporation (“Subscription Receipts”) at a price of $0.05 per Subscription Receipt. Each Subscription Receipt automatically converted, without any further action or payment of any additional consideration therefor, into one Common Share upon the Subsidiary entering into the Mor and Ariel License Agreement. See the heading “Prior Sales” in this Prospectus.

In March 2025, the Corporation approved an equity incentive plan, which was subsequently amended and restated in March 2026 (the “Equity Incentive Plan”), providing for the granting of stock options (“Options”), deferred share units (“DSUs”), restricted share units (“RSUs”), performance share units (“PSUs”) and other awards based on the Common Shares (“Other Awards”) and together with the Options, DSUs, RSUs and PSUs, the “Awards”) to eligible persons under the Equity Incentive Plan.

In April 2025, the Corporation entered into the AlertCloud License Agreement (as defined below), pursuant to which the Corporation obtained a royalty-free software license for use in its neurodegenerative disease screening products. The Corporation also approved a sub-plan to the Equity Incentive Plan for the purpose of granting awards to directors, officers, employees and consultants of the Subsidiary (the “Israeli Sub-Plan”) and together with the Equity Incentive Plan, the “Equity Plans”. The Shareholders retroactively approved the Equity Plans, effective as of August 29, 2025, at the Corporation’s annual general and special meeting held on February 18, 2026.

In May 2025, the Corporation accepted the subscription for Subscription Receipts from an investor, raising an additional $75,000 on the same terms as the Subscription Receipts issued in January 2025. The Common Shares underlying the Subscription Receipts were issued to such investor in September 2025.

In June 2025, the Corporation raised aggregate gross proceeds of $1,790,000 in a non-brokered private placement of units of the Corporation at a price of $0.25 per unit. Each unit was comprised of one Common Share and one-half of one warrant, with each such warrant exercisable at a price of $0.40 for two years following the date of issuance. See the heading “Prior Sales” in this Prospectus.

In August 2025, the Corporation granted certain eligible persons pursuant to the Equity Incentive Plan an aggregate of 725,000 RSUs and 325,000 Options; and adopted a new by-law no. 1A of the Corporation (the “By-Laws”). The Shareholders retroactively approved the By-Laws, effective as of August 29, 2025, at the Corporation’s annual general and special meeting held on February 18, 2026.

In October 2025, the Corporation issued 300,000 Units to KW Capital Partners Limited (“KW Capital”) pursuant to the terms and conditions of a finder’s fee agreement entered into between the Corporation and KW Capital in connection with certain investors introduced to the Corporation by KW Capital that participated in the Corporation’s non-brokered private placement that closed in June 2025. The Corporation also approved an individual to attend meetings of the Board and committees of the Board in a non-voting observer capacity (see “Our Business – Commercialization” for further information).

On November 27, 2025, the Corporation issued 600 convertible debenture units of the Corporation (the “Convertible Debenture Units”) through a private placement for gross proceeds of $600,000. Each Convertible Debenture Unit consists of one senior $1,111 principal value convertible debenture of the Corporation (each, a “Convertible Debenture”) and 1,852 Common Share purchase warrants (the “Debenture Warrants”). The principal amount of each Convertible Debenture is convertible into Common Shares, for no additional consideration, at the option of the holder at a price of $0.30 per Common Share, subject to adjustment, at any time following the closing of the private placement. Each Debenture Warrant entitles the holder to acquire one Common Share at an exercise price of $0.50 per Common Share for a period of up to two years following the date of issuance.

On January 1, 2026, the Corporation granted certain eligible persons pursuant to the Equity Plans an aggregate of 2,425,000 RSUs and 975,000 Options.

On April 3, 2026, the Corporation issued 750,000 unsecured convertible promissory notes (the “Convertible Notes”) for gross proceeds of $300,000. Upon the Closing, each Convertible Note will automatically convert into units of the Corporation (the “Convertible Note Units”). The Convertible Note Units consist of one Common Share, convertible at a price of $0.40 per Common Share, and one-half of a Warrant. Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.60 per Common Share for a period of up to two years following the date of issuance.

On April 13, 2026, the Corporation amended and restated the Convertible Debenture (the “Amended and Restated Convertible Debenture”) to comply with certain requirements of the TSXV.

On April 15, 2026, the Corporation amended and restated the Amended and Restated Convertible Debenture (the “Second Amended and Restated Convertible Debenture”) to increase the principal amount outstanding to $769,230 and to extend the maturity date to October 14, 2027.

On April 15, 2026, the Subsidiary and Mor and Ariel entered into the License Amendment (as defined below), pursuant to which the Subsidiary agreed to prepay an annual license fee (the “Annual License Fee”) for the years 2027 to 2030 in the aggregate amount of USD$250,000. This amount will be paid from the proceeds of the Offering. Mor and Ariel have agreed that this prepayment amount will be deducted from the Royalties (as defined below) owed to Mor and Ariel from sales of the Alzai Risk Screening Solution in the corresponding year. The payment is intended to secure the Mor and Ariel License for the coming five years.

Overview of the Business

As of the date of this Prospectus, neither the Corporation nor the Subsidiary have been involved with any bankruptcy, receivership or similar proceedings, or any voluntary bankruptcy, receivership or similar proceedings, since incorporation.

The Alzai Risk Screening Solution

The Corporation has utilized the Mor and Ariel Technology licensed under the Mor and Ariel License Agreement to develop an AI-driven risk-screening solution for flagging individuals who may be at risk of developing or being diagnosed with AD/ADRD using 100% non-invasive, low-cost and common pre-existing health data (the “Alzai Risk Screening Solution”). The Alzai Risk Screening Solution enables population-level screening and leverages key data (e.g., demographics, blood panels, etc.) available in nearly every adult medical health record in modern healthcare systems, simply by applying the Corporation’s custom algorithms to such data. The Alzai Risk Screening Solution can assess the risk of being diagnosed with AD/ADRD from 1 to 10 years prior to clinical diagnosis.

The Alzai Risk Screening Solution enables pre-symptomatic potential identification and intervention, which may allow earlier diagnosis and intervention, at a time when available treatments work best. The Alzai Risk Screening Solution does not generate recommendations or decisions; rather, it produces numerical or categorical risk estimates intended to support professional or organizational decision-making processes. All outputs are subject to review by qualified users (e.g., clinicians, payor analysts or researchers) prior to any operational use. The Alzai Risk Screening Solution may enable more patients to move to diagnosis and treatment faster, thus, may save both lives and money.

As of the date of this Prospectus, the Alzai Risk Screening Solution has not yet been utilized externally by the customers. The core predictive models have been developed, trained and internally validated using a large historical cohort from Israel and the risk-scoring functionality is operational in controlled, non-production environments. However, the platform itself is not yet in production or in routine external use by customers. See "Proprietary Technology".

The Corporation believes that the Alzai Risk Screening Solution can be expanded to address other disease states that are of interest to the Corporation's target markets. As previously noted, Alzai intends to pursue the exploration of AI-driven risk screening for additional diseases, with the expectation that the Alzai Risk Screening Solution will eventually be utilized for risk screening of dementia generally (that is, not limited to ADRD).

Overview of Alzheimer's Disease

AD is the leading cause of dementia, accounting for $60 - 80\%$ of cases in the United States.4 Over 7 million Americans are living with AD,5 which is expected to grow up to 13.8 million by 2060.6 Worldwide, more than 50 million people are affected and this number will almost triple to 152 million in 2050 if no effective preventive or therapeutic solutions are found.7AD is a top 10 leading cause of death in the United States. In 2024, it was the $7^{\text{th}}$ leading cause of death among U.S. adults.8 In the last 20 years, deaths attributed to AD rose more than $142\%$ .9

The economic impact of AD is often overlooked. Nearly 12 million Americans provide unpaid care for a family member or friend with dementia, a contribution to the United States valued at more than $413 billion.[10] In 2025, the costs of health care, long-term care and hospice services for people with dementia are estimated to be approximately $384 billion. By 2050, these costs could rise to nearly $1 trillion.[11] Early detection of AD is crucial and could save caregivers and healthcare systems approximately $7 trillion in medical and long-term care costs for individuals.[12]

Costs of Care by Payment Source for Americans Age 65 and Older with Alzheimer's or Other Dementias, 2025

Cost of care for individuals in the US with Alzheimer's Disease to Medicare and Medicaid from 2024 to 2050 (in billion US dollars)

Risk Screening and Early Detection

The growing global burden of AD has intensified the need for early detection and precise diagnosis. More than 9 in 10 Americans would want a simple medical test if it were available and $91\%$ would want testing before symptoms appear.[13] The global AD diagnostics market size was estimated at US$8.3 billion in 2024 and is expected to grow to US$15.5 billion at a compound annual growth rate of $11.03\%$ from 2025 to 2030.[14]

Early detection of AD opens up critical opportunities that can make a substantial difference in outcomes, offer the ability to participate in clinical trials, access FDA-approved disease-modifying therapies, introduce therapies for symptom management, help provide informed decisions about medical, financial and legal matters, and pursue appropriate services and supports. Many major pharmaceutical companies have a product pipeline for AD therapies and related preventative measures which require quality risk screening to advance clinical trials. For example, people diagnosed in the earlier stages of AD are the only ones for whom the new anti-amyloid medications donanemab (Kisunla™) and lecanemab (Leqmbi®) are approved.

Without systematic risk screening, early intervention of AD is rare, and treatment and prevention are delayed. The current approach to risk screening relies heavily on physician suspicion. Additionally, current tests, such as biochemical quantification of proteins in cerebrospinal fluid and blood, or PET are expensive, time-consuming and invasive. As a result, only $17 - 20\%$ of mild AD or MCI cases are identified. From a cost perspective, high-precision risk screening of AD leading to diagnosis and treatment could save over $64,000 per patient. Prevention can reduce AD cases by $30\%$ to $40\%$ .

Recent advances in the diagnostics of AD have highlighted the significant role of blood-based biomarkers as accessible and cost-effective tools for early detection and diagnosis. Notably, plasma phosphorylated tau species, especially p-tau217, have proven to be highly reliable indicators, surpassing other tau and amyloid assays in direct comparisons. When combined with amyloid-beta ratios (i.e., Aβ42/40) and neurodegeneration markers, these biomarkers enable a biologically grounded diagnosis that complements clinical evaluations.

Principal Market for the Alzai Risk Screening Solution

By providing a valuable clinical decision support tool, the Alzai Risk Screening Solution may enable early diagnosis and treatment for AD/ADRD and preventative care for those at-risk of being diagnosed with AD/ADRD. The Alzai Risk Screening Solution will be built on a user-friendly, easily integrated platform for Healthcare Organizations and Research Organizations and is designed to be integrated into standard EMR systems.

North America also leads in AD biomarker research. Therefore, the Corporation's initial marketing efforts will accordingly be focused on the North American market. The North American market is the largest diagnostic market for AD, covering $47.63\%$ of the AD diagnostic market in 2024.[15] The Corporation may seek to expand to other jurisdictions in the future.

Revenue Model

The Alzai Risk Screening Solution targets several markets:

(1) Healthcare providers and payors: AD/ADRD risk-screening conducted by healthcare providers and payors at large health systems and institutions, lab services, insurance companies, longevity companies and longevity clinics and service companies. Alzai intends to use a software-as-a-service monthly fee or a pay-per-risk-assessment model, with annual recurring revenues as a result of annual fees for use or annual screening for patients. This model delivers significant return on investment for healthcare payors and providers arising from the benefits of identifying patients early, and new revenue to longevity and lab services companies.
(2) Clinical Trials and Research: Subject recruitment pre-screening for clinical trials, including use by pharmaceutical companies and Research Organizations and research sites. Alzai intends to use a software-as-a-service model including monthly fees. Alzai may also explore the possibility of receiving additional project and performance fees, scaling to use on a per-recruitment program basis. This model delivers a lowering of screen failure rates, accelerating clinical trial recruitment and saving tens of millions of dollars in the process.
(3) Data Analysis: Data analysis using Alzai technology to assess risk in large populations and other risk scoring usages for different stakeholders in the industry, such as public health and private insurers and others who need to plan ahead for managing future AD/ADRD scope and scale. Alzai intends to use a solution set-up fee, with software-as-a-service monthly fees or per-screen fees.

Proprietary Technology

The Alzai Risk Screening Solution employs ML models that were developed using EMR sourced from CHS. A cohort of over 500,339 subjects were selected from the database as being in the right age-range, among whom 59,441 individuals were diagnosed with AD. This experiment and the Alzai Risk Screening Solution’s efficacy are described above. See “Alzai Risk Assessment”.

The following sections provide further detail about the study used to develop Alzai’s predictive models.

Data Collection

CHS is Israel's largest health provider, serving over four million customers. CHS’ electronic data system collects real-time information from physicians, specialty clinics, hospitals, labs, imaging centers and pharmacies.

Researchers from CHS and Ariel University used data from CHS that included all adult CHS patients who resided in a central district of Israel that were aged 42 or older as of January 1, 2000, and who were cognitively healthy.

In the CHS database, there were 500,399 adults above the age of 42 in the year 2000. Of these, 35,640 individuals were excluded due to other conditions that caused cognitive impairment. Among the remaining cohort, 86,825 individuals already had a diagnosis of AD/ADRD. However, an additional 27,384 were excluded due to comorbidities, other than AD/ADRD, that could also affect cognition. The final cohort used for analysis consisted of 59,441 individuals diagnosed with AD/ADRD and 381,934 cognitively healthy individuals as the control group.

The retrospective cohort study included clinical data from the years 2000 to 2022. The collected data encompassed demographic parameters (such as birth date and sex), diagnosis, medication and laboratory findings.

With respect to data collection generally, Alzai uses de-identified or anonymized datasets obtained from approved data providers. It is primarily the responsibility of each data provider to ensure that the data supplied are accurate, complete, and do not include prohibited or personally identifiable information. Alzai conducts reasonable due diligence to verify data integrity, consistency, and compliance with applicable local data-protection and privacy regulations prior to use in model training. All data is processed and stored in secure environments under controlled access and audit logging.

Definition of AD/ADRD

Diagnosis of AD/ADRD is defined in Israel as progressive cognitive decline with functional impairment and exclusion of other reasons. The diagnosis was mainly based on community physician registrations in electronic records. Patients who had vascular pathology, but without a stroke, were included in this group as well (this was previously defined as “mixed type dementia”).

Clinical definitions and diagnostic procedures for AD/ADRD in Israel and Canada are fundamentally aligned, as both countries rely on standardized international clinical criteria.¹⁶ Both nations base their clinical definitions on established global standards, such as the Diagnostic and Statistical Manual of Mental Disorders and the NIA-AA criteria. In Canada, the Canadian Consensus Conference on the Diagnosis and Treatment of Dementia has adopted the NIA-AA criteria for research into its guidelines. Israeli neurologists and geriatricians follow identical international protocols, with diagnosis based on medical history, physical exams and cognitive/functional testing. There are also similarities between Canada and Israel with respect to screening for AD/ADRD and the tools that are used. Both Israel and Canada use the Montreal Cognitive Assessment and Mini-Mental State Examination in primary care settings. Both nations are also increasingly integrating advanced diagnostic tools, such as amyloid-beta blood or CSF tests and PET scans, in the research setting.

¹⁶ This information is sourced from: (i) the Canadian Task Force on Preventative Health Care’s Cognitive Impairment in Older Adults publication, published on January 2, 2024, and (ii) the Israel Ministry of Health’s national strategies for dementia diagnosis and care, published in 2024.

Patients who were diagnosed with MCI, which is an earlier clinical stage of ADRD (i.e., cognitive decline without significant functional impairment), were included in the patient group as well. Patients who had other types of dementia were excluded from the cohort (for example, frontotemporal dementia, Lewy body dementia, etc.).

Biomarkers

Routine CBC and standard chemistry tests, together with age and gender, were used to train and subsequently validate the models. AD imaging or cerebral spinal fluid/blood-based biomarkers (for example, amyloid or pTAU levels) were not included in the model.

Machine Learning Models

Various ML models were employed to estimate the probability of AD/ADRD diagnosis among patients (the “Alzai Models”). Predictive analyses encompassed multiple combinations of historical observation periods (ranging from one to ten years) and prediction horizons (also ranging from one to ten years). For example, a model using ten years of prior data to predict a diagnosis within one year would analyze information from 2006 to 2016 for a patient diagnosed in 2017. The Alzai Models were tailored to various combinations of input features, age ranges, historical data availability and prediction horizons. Each model can be configured to optimize either recall (i.e., sensitivity) or precision (i.e., PPV (as defined below)), depending on the use case. This results in different performance profiles of the Alzai Models that reflect the inherent trade-off between precision and recall.

The Corporation notes that the Alzai Models differ fundamentally from traditional regression or correlation analysis performed in spreadsheets or by standard database tools in several regards. For instance, the Alzai Models process, store and optimize underlying data consisting of millions of observations and hundreds of interaction variables; such data volumes and feature interactions cannot practically be processed by spreadsheet-based tools. The Alzai Models are also capable of capturing complex, non-linear relationships and high-order interactions that are not well represented by linear regression or simple correlation analysis. Further, the Alzai Models are trained to generalize from historical data to estimate the risk of an AD/ADRD diagnosis for new, previously unseen individuals – this requires ML training, validation, calibration and regularization processes that are not achievable through ad hoc analytical methods. The estimation of AD/ADRD-diagnosis risk depends not only on static values, but on trajectories, trends, variability, and relative timing of clinical measurements over multiple years, which requires feature representations and optimizations beyond traditional statistical summaries.

Alzai documents its model architecture, design rationale, and training configuration as part of its internal development records. Model training and validation results are stored in MLFlow and associated log files to ensure full traceability and reproducibility. Each model is verified using retrospective, de-identified datasets originating from Israel's largest health maintenance organizations to assess baseline performance and generalizability. Any third-party dependencies, such as open-source ML libraries, are tracked for versioning and reproducibility.

Alzai will monitor model performance post-deployment to identify potential inconsistencies or divergent outputs across populations or data segments. Such monitoring will include periodic performance reviews, drift detection, and comparison across production environments. If significant discrepancies are detected, the affected models will be subject to internal review and re-validation of training data and feature engineering.

Evaluation Matrix

To assess performance of the models, the dataset was divided into training and testing subsets. Specifically, 80% of the data was allocated for training the models, while 20% was set aside for evaluation.

As a part of Alzai’s measures to mitigate technological and operational risks related to the use of AI technology, the Alzai Models were evaluated for bias and performance consistency across demographic subgroups. As a part of Alzai’s ongoing development, Alzai is in the process of validating the existing trained Alzai Models on subject data contained in the HealthVerity Datasets (as defined below). The goal is to assess whether model performance is maintained when applied to populations that may differ in demographics, clinical practice patterns and data distribution from the original development cohort.

As of the date hereof, the Alzai Models are not yet in production and have not encountered operational failures. However, the Corporation recognizes that the deployment and operation of the Alzai Risk Screening Solution involves potential technological and operational risks. To address these potential risks, Alzai plans to implement a combination of preventative, detective and corrective measures consistent with applicable industry standards, including the following:

Controlled deployment and rollout. The Alzai Risk Screening Solution is expected to be deployed initially in controlled environments, with defined usage parameters, access controls, and operational oversight, rather than as an unsupervised or fully automated system.
Monitoring and alerting protocols. Once deployed, Alzai intends to monitor system performance, data inputs, and outputs through logging, telemetry, and alerting mechanisms designed to identify anomalies, degradation in performance, or unexpected behavior. Alzai will carry out periodic performance reviews against predefined metrics, with the goal of detecting anomalous behaviour or degradation.
Model and data drift detection. Alzai plans to periodically assess whether changes in input data distributions or population characteristics materially affect model performance, and to investigate and remediate such issues where identified.
Version control, staging and gradual updates. Alzai plans to manage models and system components using version control and to introduce updates in a staged manner, with testing conducted in non-production (staging) environments prior to release. Updates are expected to be rolled out gradually, allowing performance and stability to be evaluated before broader use.
Human oversight and escalation. The Alzai Risk Screening Solution is intended to support, not replace, professional judgment. Outputs are subject to review by qualified users, and Alzai plans to maintain processes for investigation, escalation, and remediation of potential issues identified by users or monitoring systems.
Incident response and remediation. In the event of an identified operational failure, Alzai will investigate root causes, apply corrective actions (which may include model adjustment, model training, or operational changes), and validate performance before continued or expanded use.

Additionally, Alzai will address any future operational failures and user challenges through an escalating support system. That is, Alzai Risk Screening Solution users will have different contact channels depending on the issue encountered, and issues will be addressed and prioritized. The categories are user error (i.e., no system bugs present), minor issues (i.e., system bugs present that prevent reasonable usage) and major issues (i.e., system bugs that prevent reasonable system usage).

Results

AD/ADRD patients made up 59,441 (11.87%) of the entire cohort. Among these patients, diagnoses occurred approximately twice as often in females compared to males. Analysis of the sex groups demonstrated that 21,273 male patients and 38,168 female patients were diagnosed with AD/ADRD. The ratio of males to females in the cohort is 1:1.79, which aligns with previous reports.

The following are examples of model performance: models using five years of historical data and a ten-year prediction horizon reported an area under the curve, representing the integral of a function over a specified interval, corresponding to the region bounded by the curve and the x-axis ("AUC") of 0.88. Positive predictive (PPV) value was 26% and F1-score was 0.4. Other Alzai Models showed positive predictive values ("PPV") ranging from approximately 20% to approx. 60% and negative predictive values mostly above 85% with different AUC, sensitivity and F1-scores for each model. As of the date of this Prospectus, the Alzai Models have a predictive value of up to 90%, which means that up to 90% of AD/ADRD/MCI patients will be flagged by this specific model.

Alzai has begun to perform additional validation using independent U.S. healthcare data – sourced from multiple contributors – to confirm consistency of the Alzai Risk Screening Solution’s performance. Alzai has entered into a data purchase agreement with a third-party healthcare data broker, HealthVerity in connection with the relevant datasets (the “HealthVerity Datasets”). The HealthVerity Datasets consist of de-identified U.S. healthcare data sourced from multiple contributors, including medical and pharmacy claims data (i.e., diagnoses and demographic attributes sourced from an undisclosed claims data provider) and laboratory test data provided by Quest Diagnostics, covering relevant clinical laboratory measurements. Alzai expects the validation process to be complete by the end of April 2026.

Formal lifecycle and risk-management processes will be implemented as the models progress toward deployment.

The term “deployment” refers specifically to the point at which the Alzai Risk Screening Solution is installed, hosted, or otherwise made operational in an environment where it is used by external users, such as Healthcare Organizations, to generate risk assessments on real-world subject data. Examples of deployment include hosting the Alzai Risk Screening Solution in an Alzai-managed cloud environment and providing authorized external users access or installing the inference component (i.e., the Alzai Risk Screening Solution’s algorithms) of the Alzai Risk Screening Solution within a customer’s on-premises or hybrid environment under agreed operational control. For clarity, “deployment” does not refer to internal research, development, testing or validation activities conducted by Alzai prior to commercialization.

Commercialization

As of the date of this Prospectus, Alzai is not providing services in any jurisdiction, nor does it have any channel partners. However, over the next twelve months, the Corporation expects to begin to provide its services in Canada, the United States and Israel. In the subsequent period, Alzai may expand its operations to the United Kingdom, Europe and the United Arab Emirates through channel partners. For clarity, a channel partner is a company that will integrate the Alzai Risk Screening Solution into its offering, then offer it to other third-party organizations under a shared revenue model or under a software-as-a-service model where Alzai receives a monthly fee.

In order to commercialize the Corporation’s core technology, Alzai will develop a product platform that will be able to deliver the Alzai Risk Screening Solution securely in the cloud or on a local server to any qualified stakeholder. Alzai is in the process of ensuring cloud-based operability within these countries. Although Alzai does not currently have any channel partners, the Corporation will require that any additional requirements applicable in the respective jurisdictions be addressed by its future partners.

The Alzai Risk Screening Solution program has distinct model training and model inference (deployment) phases, each with different hardware requirements. Model training requires access to high-performance, server-class computing infrastructure capable of processing large volumes of structured healthcare data and performing computationally intensive optimization procedures. Training is performed using CPU-based systems with sufficient memory, storage, and parallel processing capacity. At present, the Corporation does not rely on GPU-accelerated hardware for model training.

With respect to the model inference phase, once a model has been trained, it is significantly less computationally demanding. The trained model can be deployed to generate risk assessments in a variety of environments, including cloud-hosted infrastructure or servers on the Healthcare Organization’s physical site (i.e., on-premises servers). Model inference does not require specialized AI hardware or large-scale data-center infrastructure. While on-premises deployment for inference is technically feasible, the Alzai’s software requires supporting infrastructure for system monitoring, performance telemetry (automated collection of system performance and behavior metrics), logging, model version management, and operational oversight. For this reason, Alzai generally recommends that production deployments be hosted and maintained by the Alzai or under Alzai’s operational control, in order to support reliability, security, and controlled model lifecycle management. Subject to contractual, regulatory, and customer requirements, customer-managed or hybrid deployment models remain feasible.

The Corporation uses AlertCloud LLC software to house the Alzai Risk Screening Solution. Alzai has a fully paid-up, non-exclusive, royalty free right and license to use this software.

By virtue of the AlertCloud License Agreement (as defined below), AlertCloud LLC remains the exclusive owner of all the software and the rights, title and interest in the intellectual property it is comprised of. For more information about the AlertCloud License, please see "License Agreements – AlertCloud License Agreement".

Alzai has previously discussed integrating the Alzai Risk Screening Solution algorithms into another company's existing AI products. Alzai expects that this will be another way in which Healthcare Organizations and Research Organizations to be able to access and use the Alzai Risk Screening Solution. The Healthcare Organizations and Research Organizations will be required to comply with all local regulations in the use of Alzai's Risk Screening Solution. Further, intended users are expected to possess domain-specific knowledge and analytical literacy sufficient to interpret probabilistic risk outputs.

Currently, the Alzai Risk Screening Solution outputs consist of interpretable quantitative risk scores. External users will receive documentation describing model inputs, general predictive approach, and key limitations. Local explainability information will also be provided to users, particularly healthcare providers so that they can use their clinical judgment to review the findings independently.

As mentioned, Alzai has established an "enterprise sales funnel". This refers to the sales and marketing strategy that Alzai is using while in the process of commercializing and monetizing the Alzai Risk Screening Solution. Alzai has identified market segments and prioritized them based on estimated speed to revenue.

Alzai intends to target the following target market segments over the next 12 months:

Insurance companies in the United States. Alzai intends to enter this market segment through "insure-tech" enterprises that will help the Alzai deliver the Alzai Risk Screening Solution to insurance companies as a service.
Clinical trial recruitment. Alzai intends to enter this market segment through partnership with clinical research organizations ("CROs") and by working directly with clinical trial network companies that manage the screening and randomization process for the clinical trial. In partnership with CROs, Alzai's AI and ML algorithms will be a part of the CROs' services. With regards to clinical trial network companies, Alzai has identified a need for solutions that make the sites more efficient and reduce costs.
Funded research to advance AD screening. Alzai intends to enter this segment through partnerships with pharmaceutical companies engaged in prescription AD intervention. The goal of these partnerships is for Alzai to be able to conduct research financed by pharmaceutical companies both in Israel and in Canada. This presents a short-term potential revenue stream and allows Alzai to strengthen its position in other segments through the credibility gained by working with large pharmaceutical companies.
Longevity. Alzai intends to enter this segment by partnering with enterprises that are engaged in delivering private healthcare and wellness services to consumers. Alzai intends to sell its AI and ML algorithms to longevity companies, both web-based or clinics, through a white label and API integrated solution on a software-as-a-service model.

Within each market segment, Alzai has identified several enterprises that could become Alzai clients. By profiling and prioritizing enterprises in these different market segments, Alzai has created a "sales funnel", which is constantly re-assessed. This helps the Corporation manage its limited sales and marketing resources.

Alzai intends to procure product design and channel partnerships for each market referenced above with larger companies capable of delivering domain expertise and enterprise sales capabilities. For example, Alzai intends to work with Research Organizations to ensure Alzai's solution is marketed and sold to pharmaceutical companies sponsoring clinical trials, or to healthcare IT companies ensuring Alzai's solutions are used by Healthcare Organizations. As of the date of this Prospectus, Alzai does not have any channel partners.

Alzai recognizes that differences in healthcare systems, data collection practices, and population characteristics may affect model behavior. As of the date of this Prospectus, Alzai is in the process of validating its existing trained models on target population data, including the data contained in the HealthVerity Datasets. Alzai's first contract is a collaboration agreement with a pharmaceutical company, Eli Lilly Israel Ltd. ("Lilly") and will be conducted in Israel; under this contract, Alzai will perform a retrospective study to validate the Alzai Risk Screening Solution and better assess its impact on the patient journey for individuals with AD/ADRD. Alzai is in the process of determining the data requirements for this project with CHS, who will provide the data for the project. This contract is expected to generate a gross amount of USD$70,000, with revenue generation beginning in quarter one of 2026. See "Commercialization - Collaboration Agreement".

Validation of the Alzai Models is intended to confirm that model performance, including sensitivity and consistency across subgroups, is maintained in the intended deployment environments. Following completion of this validation, and subject to satisfactory results and completion of applicable operational and governance readiness steps, the Corporation expects to be in a position to make the platform available for external users. If validation indicates that performance is materially affected by jurisdiction-specific factors, Alzai is prepared to fine-tune or retrain its models using data representative of the target population, subject to the applicable regulatory, contractual and governance considerations.

Model validation using additional datasets is performed by applying the already-trained predictive model to independent longitudinal patient data that was not used during model development. Specifically:

the model receives historical clinical data for each individual (such as laboratory results, diagnoses, medications, and demographics) over a defined observation period;
the model generates a risk estimate for future AD diagnosis within a specified prediction window; then,
the risk estimates are compared against actual outcomes recorded in the dataset, such as whether and when the individual was subsequently diagnosed with AD.

This process enables the Corporation to evaluate predictive performance metrics such as sensitivity, specificity, and calibration on independent populations. Thus, additional datasets provide a retrospective longitudinal framework that allows objective assessment of whether the model's predictions remain accurate when applied to new cohorts.

Alzai will secure regulatory approvals as needed by markets and ensure adherence to all patient confidentiality regulations.

Collaboration Agreement

As noted, Alzai has entered into an agreement (the "Collaboration Agreement") with Lilly to collaborate on a study that leverages the Alzai Risk Screening Solution's technology for non-interventional AI-driven AD risk screening. The goal is to identify patients at the early stages of the disease, when intervention can have the greatest effect.

The study will be retrospective and use CHS' longitudinal data, Alzai's risk screening technology and Lilly's study design to confirm that risk screening does have a significant impact on early disease identification and is the first step in effective therapy. As a part of the Collaboration Agreement, there was one material term that required getting approval for the data that the Corporation has received.

The performance obligations and milestones of the Corporation following the receipt of this data are set out in the table below:

Milestone	Content
Interim report:	Preliminary report on patient data characteristics and data analysis strategy
Final analysis	Report on final data analysis
Final Research Report (FSR)	Final research report with results and implications for risk screening

Governance Specific to AI Use

Current governance is managed within the research and development function, which oversees data management, model training and validation. Alzai ensures that all references to “AI” or “machine learning” are factual and descriptive of the underlying technology. No claims of clinical efficacy or diagnostic capability are made. All performance metrics disclosed are based on retrospective dataset validation and are presented with appropriate context and limitations. Ongoing or prospective clinical validations will be clearly identified as such when undertaken.

Alzai has developed and formalized an AI governance framework covering accountability, risk management and change control. This framework was adopted at the end of the first quarter of 2026. The scope and structure of this framework were designed to be proportionate to the Corporation’s stage of development and to the specific market segments and use cases with which commercialization will commence.

At the current pre-commercial stage, AI governance responsibilities are addressed through existing management oversight, development controls, and risk management processes. These include controls over model development, validation, versioning, documentation, and intended use. As the Corporation progresses toward external deployment, these controls will continue to be consolidated into formalized governance frameworks covering, among other matters, model lifecycle management, monitoring, risk mitigation, and accountability. Contingency plans will include rollback to previous validated model versions and suspension of deployment if significant errors, inaccuracies or ethical issues are identified.

The Board is familiar with the role of ML and AI in the Corporation’s operations, business model, and strategy. This includes the nature of the technology being developed, its intended use as a decision-support tool, and the associated technical, operational, and regulatory considerations. The Board is also aware of the Corporation’s core technology, that being the enveloped data intake, report output and Application Programming Interfaces suite for the integration of the Alzai Risk Screening Solution. The Board will receive additional training or documentation as governance frameworks mature.

The Board exercises oversight of AI and ML through regular engagement with management, review of development and commercialization plans, and consideration of material risks associated with AI deployment. As the Corporation moves toward commercialization and deployment, the Board expects to continue its oversight role through review and approval of AI-related policies and ongoing monitoring into the future.

License Agreements

Mor and Ariel License Agreement

On December 31, 2024, the Subsidiary entered into a license agreement with Mor and Ariel providing the Subsidiary an exclusive, worldwide, royalty-bearing, sublicensable license (the “Mor and Ariel License”) to the Mor and Ariel Technology relating to early risk screening of at-risk populations in developing AD in the field of neurodegenerative diseases (the “Mor and Ariel License Agreement”). On April 15, 2026, the Subsidiary and Mor and Ariel entered into an amending agreement to the Mor and Ariel License Agreement (the “License Amendment”), pursuant to which the Subsidiary agreed to prepay the Annual License Fee for the years 2027 to 2030 in the aggregate amount of USD$250,000. Pursuant to the License Amendment, the prepayment is intended to secure the Mor and Ariel License for the coming five years and will be deducted from the Royalties owed to Mor and Ariel from sales of the Alzai Risk Screening Solution in the corresponding year. The Annual License Fee will be paid from the proceeds of the Offering.

Under the Mor and Ariel License Agreement, as modified by the License Amendment, Mor retains control over the use of the Licensed Technology (as such term is defined in the Mor and Ariel License Agreement when it is used by Alzai to develop Products and New Developments (as such terms are defined in the Mor and Ariel License Agreement) intended for commercialization. Alzai is also limited in its ability to sublicense any rights granted under the Mor and Ariel License Agreement to third parties. Alzai may only grant rights in the Licensed Technology and Products it has developed at its own expense and requires prior written approval from Mor (which is not to be unreasonably withheld).

In consideration for the grant of the Mor and Ariel License, the Subsidiary is obligated to pay Mor and Ariel the following consideration during the term of the Mor and Ariel License Agreement:

(i) royalties at a rate of three percent (3%) of the Net Sales received by the Subsidiary in connection with the sale of Products (as such terms are defined in the Mor and Ariel License Agreement) that:

a. use, exploit, comprise, contain, improve upon or incorporate any portion of the Licensed Technology (which includes the Technology, Licensed Patents, the Know-How and, as applicable, any New Developments (as such terms are defined in the Mor and Ariel License Agreement)) or any part thereof, or is otherwise covered thereby, or falls within the scope thereof, in whole or in part, or that use the Licensed Technology as a basis for subsequent modifications; or

b. but for the licenses granted under the Mor and Ariel License Agreement, would infringe any claim of a Licensed Patents the technology that was licensed from Mor and Ariel (the "Royalties"),

provided that as of the First Commercial Sale (as defined in the Mor and Ariel License Agreement), such annual royalties shall not be less than (i) $0 during 2026; (ii) from 2027 through 2029, the Annual License Fee shall be in the amount of USD$50,000; and (iii) thereafter, for each subsequent calendar year, the Annual License Fee shall be in the amount of USD$100,000. Any Annual License Fee paid by the Corporation shall be creditable against any Royalties payable by the Corporation for the same calendar year.

Pursuant to the License Amendment, the Corporation will prepay USD$250,000 (the Annual License Fee for the years 2027 through 2030), which will be deducted from the Royalties owed to Mor and Ariel in the corresponding year. This amount will be paid following completion of the Offering with proceeds from the Offering.

(ii) sublicense consideration at a rate of twenty percent (20%) of consideration received by the Subsidiary for or in connection with the grant of a Sublicense (as defined in the Mor and Ariel License Agreement) to any of the rights which were granted to the Subsidiary by Mor and Ariel under the Mor and Ariel License Agreement ("Sublicense Fee"), and

(iii) upon execution of the Mor and Ariel License Agreement, the Corporation issued 1,875,000 Common Shares to each of Mor and Ariel, which constituted an aggregate of 10% of the Common Shares on a fully diluted basis as at the effective date of the Mor and Ariel License Agreement.

As part of the terms of the Mor and Ariel License Agreement, the Subsidiary has reimbursed Mor and Ariel for all expenses and costs relating to the registration and maintenance of the Licensed Patents paid by Mor and Ariel up until the date of the Mor and Ariel License Agreement. These expenses and costs amounted to 42,435.47 ILS (including VAT) for Mor, and 41,858.08 ILS (including VAT) for Ariel. In May 2025, Mor incurred additional patent related expenses of 2,323.7 ILS (including VAT) which were reimbursed as well. Going forward, the Subsidiary is responsible, in consultation with Mor and Ariel, for the filing, prosecution and maintenance of the Licensed Patents, at the Subsidiary's expense.

In connection with the Mor and Ariel License Agreement, each of the Initial Investors, Mor and Ariel entered into an ancillary rights agreement dated December 31, 2024 pursuant to which certain pre-emptive rights were granted to each of the parties therein (the "Ancillary Rights Agreement").

Under the Ancillary Rights Agreement, if Alzai authorizes the offer, issuance, or sale of any new Common Shares or any securities exchangeable, exercisable or convertible into Common Shares (the "New Securities"), Alzai must first offer to sell to each Party (as defined in the Ancillary Rights Agreement) a portion of these New Securities equal to their pro-rata interest in Alzai. Each Party has 14 days after receiving notice to exercise this right. Unless otherwise determined by a majority of the Shareholders, a Party may also purchase any or all of another Party's unpurchased pro-rata share.

If the Parties who elect to purchase, purchase in the aggregate more than 100% of the New Securities, such New Securities shall be sold to them in accordance with their pro rata share. If the parties do not fully exercise their preemptive rights within the 14-day period, Alzai may, for the following 90 days, sell any remaining New Securities to third parties on terms no more favourable than those offered to the Parties. This pre-emptive right does not apply to certain issuances of Common Shares, such as those pursuant to stock dividends; stock splits; recapitalizations; the granting of options or warrants to directors, consultants and employees of Alzai or the Subsidiary; or issuances of Common Shares as consideration in an arm's length acquisition. In addition, under the Ancillary Rights Agreement, if any of the Initial Investors, Mor or Ariel receive a bona fide offer from a third party to purchase their Common Shares, the other Parties have a right to participate proportionately in this sale of Common Shares.

The Ancillary Rights Agreement terminates upon the Corporation filing a final prospectus in Canada. In addition, and in furtherance to the Mor and Ariel License Agreement, the Board has approved Shay Marcus to attend meetings of the Board and committees of the Board in a non-voting observer capacity pursuant to the terms and conditions of a board observer agreement among the Corporation, Mor and Ariel, and Shay Marcus.

The Mor and Ariel License will expire on a country-by-country basis, upon the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology or (ii) the end of a period of twenty (20) years from the First Commercial Sale (as defined in the Mor and Ariel License Agreement) in such country. If, in any country, the applicable Licensed Patents expire in accordance with (i), i.e., prior to the end of the 20-year period following the First Commercial Sale, the license in that country, or those countries, shall continue but such licenses will be deemed as a license to the Know-How during such post-expiration period, and the Royalties and Sublicense Fee payable for that period are reduced by 25%. It is not possible for it to take more than twenty (20) years from the filing date of the respective PCT (as hereinafter defined) application for a country-specific patent to expire. Therefore, there is no option for an extension of the Mor and Ariel License term based on a valid granted patent beyond twenty (20) years from the filing date of the respective PCT application.

The research and development milestones set out in the development plan, which may be amended by the parties from time to time, are set out in the table below. Any changes to the development plan require Mor's approval.

Research and Development Milestone	Description	Timeframe	Expected Start Date	Expected End Date	Expected Future Costs
Build Core Alzai Product:	The algorithms which currently stand alone to be housed in a HIPAA-compliant, product envelope enabling data-in and reporting-out customization. Alzai will develop. The Subsidiary to develop a customizable core-product functional for demonstrative purposes and ready connectivity to healthcare data-systems.	(Complete – Common Shares issued to AlertCloud on April 8, 2025)^{(1)}	(Complete)	(Complete)	$0
Cloud-based Alzai system:	Port the algorithm to HIPAA-compliant cloud platform for data upload, analysis, and reporting.	(Complete – Common Shares issued to AlertCloud on April 8, 2025)^{(1)}	(Complete)	(Complete)	$0

Research and Development Milestone	Description	Timeframe	Expected Start Date	Expected End Date	Expected Future Costs
Data Normalization Automation:	For clinical trials market, research, and internal R&D, different data sources will be utilized. Subsidiary to pre-process data to structure same for algorithm input (i.e., data normalization). Subsidiary to automate data normalization to the extent possible.	(Complete)	(Complete)	(Complete)	$0
Algorithm Sensitivity & Accuracy Improvement:	The prediction sensitivity is currently ~80%. With additional risk factors added to the algorithm and continued AI refinement, the Corporation expect sensitivity & accuracy to increase, with a target of ~90%.	(Complete)	(Complete)	(Complete)	$0
First Paying Customer:	Signing initial paying customer for the Alzai product	(Complete)	(Complete)	(Complete)	$0
Business Management Systems for Alzai Core Product:	Create ancillary systems for usage tracking for various types of customers. For example, pay-per-analysis, volume analysis and auditing, performance metric reporting, etc.	24 months	TBD, Based on Paying Customers	Estimated to End by December 2026	$100,000
Customer Support Systems:	Setting up a technical support system for customers	24 months	October 2026	December 2026	$20,000

Note:
(1) This table only reflects development costs subsequent to any acquisitions. Note that in respect of both of these research and development milestones, under the AlertCloud License Agreement, AlertCloud LLC was issued a total of 1,184,210 Common Shares as compensation. For clarity, there were no historical cash-based costs associated with these milestones.

Upon the commencement of the commercial use of any product, the Subsidiary shall offer CHS the product and any service related thereto, on a non-exclusive basis, at a discounted price to be negotiated between CHS and the Subsidiary, but CHS will not have an obligation to acquire any product, which purchase to be at CHS' sole discretion. The royalties on any sale to CHS will be at a rate of one and one-half percent (1.5%) of net sales and will be paid solely to Ariel.

The Mor and Ariel License Agreement may be terminated by Alzai or Mor by written notice in any of the following instances: (i) the occurrence of an insolvency type event (e.g., voluntary winding up/winding up application not set aside within 90 days; receiver/liquidator; insolvency/bankruptcy); or (ii) a breach of material obligations or undertaking of a party to the Mor and Ariel License Agreement that is not remedied within 60 days after written notice requiring remedy.

Mor also has additional termination rights, including:

(i) if there is non-performance or delay of more than 60 days in performance of a material action under the development plan;

(ii) if an attachment is made over the Corporation’s material assets or if execution proceedings are taken against the Corporation which have a material effect on the Corporation and the same are not set aside within 90 days of the date the attachment or the execution proceedings are taken or the Corporation seeks protection under any laws or regulations, the effect of which is to suspend or impair the rights of creditors of the Corporation which may have a material effect on the Company and its activities, or to impose a moratorium on such creditors and such act is not cancelled within 90 days of the performance thereof;

(iii) uncured lapse of insurance under Section 13 of the Mor and Ariel License Agreement;

(iv) failure to take reasonable and customary actions to defend against third-party claims as required under Section 10 of the Mor and Ariel License Agreement;

(v) if the Corporation, an affiliate or sublicensee initiates/supports a Challenge Proceeding (as defined and set out in Sections 10.2 and 10.3 of the Mor and Ariel License Agreement);

(vi) if the Corporation fails to issue Licensors the Licensors Shares (as such terms are defined and set out in Section 7 of the Mor and Ariel License Agreement); and

(vii) if the Corporation fails to maintain a Licensed Patent (as defined in the Mor and Ariel License Agreement) in Israel and the United States and does not cure this failure within a 90-day period.

AlertCloud License Agreement

On April 8, 2025, the Corporation entered into a license and maintenance agreement with AlertCloud LLC (“AlertCloud”) providing the Corporation with a non-exclusive, perpetual, irrevocable, worldwide, unrestricted, non-transferable, sublicensable, fully paid-up, royalty-free right and license (the “AlertCloud License”) to certain computer programs and technology (the “AlertCloud Software”) for use in its neurodegenerative disease screening products and services (the “AlertCloud License Agreement”). Additionally, AlertCloud is providing Alzai with the guarantees necessary to ensure that the AlertCloud Software operates free from defects and errors, for a period of twelve months beginning on April 8, 2025. The AlertCloud License allows the Corporation to use AlertCloud’s cloud-based housing software for the Alzai Risk Screening Solution. Alzai may also use the AlertCloud License for commercial deployment purposes. For clarity, “commercial deployment purposes” means the use of the AlertCloud Software in revenue-generating deployment with future customers. As of the date of this Prospectus, Alzai has only used the AlertCloud Software for internal purposes.

In consideration for the grant of the AlertCloud License, the Corporation granted 1,184,210 Common Shares to AlertCloud, which constituted an aggregate of 5% of the Common Shares on a fully diluted basis as at the effective date of the AlertCloud License Agreement (the “AlertCloud Shares”). The AlertCloud Shares are subject to a redemption right such that (a) if, after three years following the effective date of the AlertCloud License Agreement, (i) a 409A valuation of the Corporation obtained by the Board determines that the value of the AlertCloud Shares is less than US$280,000; or (ii) Alzai enters into an agreement with an independent third party that establishes a valuation of the Corporation and such valuation reflects that the AlertCloud Shares are worth less than US$280,000, then AlertCloud has the right to require the Corporation to repurchase the AlertCloud Shares and provide any additional funds necessary so that AlertCloud receives a total of US$280,000 (the “AlertCloud Redemption Right”). The AlertCloud Redemption Right automatically cancels and terminates immediately prior to Alzai completing an initial public offering.

Future Licenses

As a part of Alzai’s ongoing business, Alzai intends to explore the licensing and/or development of additional intellectual property for risk screening of different diseases, which may leverage existing research, data and computer programming in collaboration with CHS. However, there is no guarantee that Alzai will be able to leverage its existing research, data or computer programming in future initiatives given the limitations in the Mor and Ariel License Agreement (for more detail, see “Our Business – Intellectual Property Rights” below). Alzai may also pursue research and development outside of the neurodegenerative disease field, upon which additional license agreements may be needed.

Specialized Skill and Knowledge

Alzai’s business requires specialized knowledge and technical skill around clinical management of AD, AI and AI algorithms, machine learning (previously defined as “ML”), software development, imaging diagnostics, product testing, clinical testing and quality assurance. Alzai further requires specialized skill and knowledge in operations, human resource management, finance, healthcare and healthcare regulation and privacy. The Corporation’s Founders, Management and Board have the necessary expertise and experience in these fields, and the Corporation believes it has retained personnel with the required specialized skill and knowledge to carry out further development of the Corporation’s business objectives.

Alzai further believes its experience in developing strategic partnerships with CHS, Mor and others will provide support for the Corporation and its business objectives.

Competitive Conditions

Alzai is entering the market of prediction and AI-driven assessment tools. There are several technologies developed in the area, as follows:

AI-Driven Cognitive & Imaging Screening
AIRAscore (AIRAmed): A deep learning tool integrated into image processing, FDA-cleared via 510(k), and used for detecting AD and related dementias.
BrainSee: FDA-approved via de novo process; combines MRI + cognitive assessments to predict progression from MCI to AD.
Digital Biomarker & Cognitive Assessment Tools
CognICA™ by Cognitivity Neurosciences: Rapid cognitive screening via iPad (touch/voice), adopted by UC Health to flag cognitive impairment and refer for further evaluation.
Integrated Cognitive Assessment (ICA): iPad-based visual-cognitive test, FDA-cleared. Targets presymptomatic dementia risk, leveraging processing speed and lifestyle factors.
Predictive AI for Clinical Screening Optimization
AD-Px™ by PerceivAI: A predictive model designed to reduce screen failure rates by forecasting likelihood of cognitive decline within two years.
Research-based AI models: Cambridge researchers have built tools with ~82% accuracy in predicting progression from early dementia signs to AD within three years.

In addition to the above, several companies have also developed technologies that use blood-based biomarkers to assist with the diagnosis of AD in symptomatic patients. Examples of the technologies include pTau plasma tests that help clinicians rule out AD-related amyloid pathology, as well as blood tests that use pTau and amyloid-beta protein ratios to provide comprehensive "likelihood" scores for AD risk.

With respect to the competitive conditions in Alzai's principal markets and geographic areas, Alzai notes North America is the largest market for the Alzai Risk Screening Solution due to regulatory support, early adopters of AI and imaging diagnostics and reimbursement frameworks. Additionally, Europe is already leveraging cognitive digital solutions, like CognICA, with an emphasis on less invasive and scalable tests. The Asia-Pacific market represents a high-growth opportunity, driven by the rising prevalence of dementia and its growing healthcare infrastructure.

Alzai notes that competition is intensifying, but this creates opportunities. For instance, established diagnostics first (e.g., Quest, Roche, etc.) are responding with biomarker launches and strategic collaborations. Additionally, the FDA has cleared tools like AIRAscore and BrainSee, signalling regulatory maturity and opportunity for commercial entry. Other startups, like CognICA, ICA and Cambridge's tool, are currently testing early-stage, minimally invasive biomarkers.

Alzai is competitively positioned in the market due to the Alzai Risk Screening Solution being non-invasive, based on regular data existing in the EMR, and thus, not requiring the patient for any specific actions. The Alzai Risk Screening Solution is highly scalable, with the ability to screen large amounts of data in a short time. As the Alzai Risk Screening Solution is a screening tool for risk scoring and is not a diagnostic tool, Alzai is not competing with the large number of players currently in the cognitive assessment and biomarkers market. Given the non-invasive quality of the Alzai Risk Screening Solution, its introduction to the market will likely increase Healthcare Organizations' and Research Organizations' engagement with the AD/ADRD diagnostic process, thereby driving greater adoption and supporting the growth of the Corporation.

Employees

As of the date of this Prospectus, Alzai has 4 contractors – one contractor is located in Canada, two are in the United States and one is located in Israel. The Subsidiary has 5 employees and 4 contractors, all of whom are in Israel. Each party provides management, research and development and/or sales services to Alzai or the Subsidiary.

Intellectual Property Rights

Alzai strives to obtain and protect intellectual property that is important to its business.

As previously noted, subject to the terms of the Mor and Ariel License Agreement, Alzai holds exclusive rights to commercialize all intellectual property generated through its research and innovation, which covers the original research intellectual property generated by Mor and Ariel, any new intellectual property developed by Alzai from ongoing research and development, and any intellectual property which may be developed from future research based on advancements of the original intellectual property under Alzai's ownership.

Alzai holds certain rights to all intellectual property generated through its research and innovation, subject to exceptions noted below:

Original Research IP: this forms the basis of the Alzai Risk Screening Solution. Mor and Ariel submitted a first Patent Cooperation Treaty ("PCT") application, No. IL2024/050342, on April 3, 2024, covering neurodegenerative diseases. This PCT application claims the benefit of priority to U.S. provisional application No. 63/456,555, which was filed on April 3, 2023. A U.S. Continuation-in-Part ("CIP") application, No. 18/910,178, was filed October 9, 2024, with priority to the PCT application. A second PCT application was filed on October 10, 2025, claiming the benefit of priority to U.S. provisional application No. 63/706,020, which was filed on October 10, 2024. This PCT application covers the Alzai Risk Screening Solution for non-neurodegenerative disorders. All described patents are licensed to Alzai.

The PCT and CIP make it possible to seek patent protection for the Alzai Risk Screening Solution simultaneously in any of the 158 countries that are party to the PCT. The Corporation has open national phase applications in the following jurisdictions: Japan, Israel, Europe, China, Canada and the United Arab Emirates.

New IP Developed by Alzai: innovations emerging from ongoing research and development the foundation of the Alzai Risk Screening Solution.
New IP Developed by Alzai: innovations emerging from ongoing research and development.
IP from Future Research: any advancements based on the original IP remain under the Corporation's ownership.

Alzai's intellectual property has been rigorously assessed by top legal experts and prepared by the Ehrlich Group, one of Israel's leading intellectual property firms. The first patent application filed by Mor and Ariel was under the PCT, which enables the company to seek patent protection for an invention simultaneously in numerous countries by submitting a single "international" application. Calyx Law, a California-based intellectual property specialist firm, submitted Alzai's second PCT concerning non-neurodegenerative disorders.

Alzai does not hold exclusive rights to IP that is based on or incorporates any technology licensed to Alzai under the Mor and Ariel License Agreement, nor does it hold exclusive rights to IP that has been generated, invented, reduced to practice or is otherwise conceived by or for the Subsidiary with a contribution or involvement of Mor or Ariel. Any exclusive rights that Alzai does hold is in the field of neurodegenerative diseases.

On August 29, 2024, the Israel Patent Office ("ILPO"), acting as the International Searching Authority ("ISA"), established an International Search Report ("ISR") and Written Opinion ("WO-ISA") for Alzai's International Application No. PCT/IL2024/050342, titled "Predicting Onset and Progression of Neurodegenerative Diseases Using Blood Test Data and Machine Learning Models."

The ISR and WO-ISA are prepared under the PCT and its implementing regulations, which provide a unified international framework for the preliminary assessment of patent applications during the international phase. Based on the art cited in the ISR, the WO-ISA offers a non-binding, preliminary evaluation of whether the claimed invention appears to satisfy the principal patentability criteria under the PCT, namely, novelty, inventive step (non-obviousness), and industrial applicability (utility).

Findings of the ISR and WO-ISA

The ISR established by the ILPO identified five references considered relevant to the claims: three references of particular relevance, specifically, two "X" references (indicating that certain claims lack novelty) and one "Y" reference (indicating that certain claims may be obvious when combined with other references); and two "A" references, which define the general state of the art but are not considered of particular relevance. All five references are published U.S. patent applications.

The cited X references are US2022/189637A1, "Automatic Early Prediction of Neurodegenerative Diseases" (Cerner Innovation Inc.), filed June 16, 2022; and US2023/082019A1, "Systems and Methods for Monitoring Brain Health Status" (Early Signal LLC), filed March 16, 2023. The cited Y reference is US2022/122253A1, "Information Processing Device, Program, Trained Model, Diagnostic Support Device, Learning Device, and Prediction Model Generation Method" (Fujifilm Corp.), filed April 21, 2022. The cited A references are US2022/351371A1, "Diagnosis and Monitoring of Neurodegenerative Diseases" (Macquarie University), filed November 3, 2022; and US2020/166525A1, "Diagnosis-Aiding Method for Determining Neurodegenerative Disease" (Nipro Corp.), filed May 28, 2020.

In view of the cited X and Y references (labeled D1–D3 in the WO-ISA), the ILPO found that claims 5, 7, 10, 23, 25, and 28 of PCT/IL2024/050342 are novel. Claims 1–4, 6, 8, 9, 11–22, 24, 26, 27, and 29–41 were found to lack novelty, and all claims 1–41 were found to lack inventive step (i.e., to be obvious). All claims 1–41 were found to have industrial applicability (utility).

In the Written Opinion, the ILPO acting as the ISA found claims to lack novelty in view of US2022/189637A1 (Cerner Innovation Inc.) and US2023/082019A1 (Early Signal LLC), reasoning that both references as interpreted by the ISA disclose systems for predicting onset of neurodegenerative diseases comprising a trained predictive model to compute a predicted risk score for the target subject based on a plurality of features extracted from a plurality of blood test values.

The ILPO also found claims to lack an inventive step, reasoning that the classification of subjects by a predicted disease-progression profile, although not disclosed in any reference, would be obvious in view of the combination of US2023/082019A1 (Early Signal LLC) with US2022/122253A1 (Fujifilm Corp.), which teaches classification according to a predicted progression rate. Other claims were found not to include any feature which has a special technical effect and to be merely related with straightforward implementation details, and therefore also lacking an inventive step.

Applicant’s Response to the Cited Art in the ISR and the Findings of the WO-ISA

During international (PCT) phase, no response to the ISR or the WO-ISA is necessary, and patent applicants generally choose to wait until national phase examination to amend claims and present substantive arguments to overcome the art cited in the ISR and the findings of the WO-ISA. Alzai likewise intends to submit amendments and/or arguments after entry into national phase.

Alzai also provides the following comments based on the preliminary assessment of its IP counsel, and notes that art cited in the ISR appears to differ in one or more respects from the subject matter of Alzai’s PCT application as filed. US2022/189637A1 (Cerner Innovation Inc.), for example, generally relates to identifying and alerting patients at probable risk of a neurodegenerative disease based on symptoms of the neurodegenerative disease and “known risk factors” such as age, occupation, genetic information, family history, and clinical test results, and does not appear to teach or suggest the use of blood test values as input features for training a predictive model or for determining a predicted risk score as disclosed by Alzai’s PCT/IL2024/050342.

US2023/082019A1 (Early Signal LLC), for example, generally relates to methods for creating “individual health profiles or ‘avatars’” used “for monitoring a brain health status” or “brain health trajectory” of a patient, and patients are monitored longitudinally, after a baseline health measurement determined by clinical assessment. The reference also does not appear to teach or suggest the use of blood test values as input features for training a predictive model or for determining a predicted risk score as disclosed by Alzai’s PCT/IL2024/050342.

US2022/122253A1 (Fujifilm Corp.), for example, generally relates to diagnostic support systems that predict disease states, such as Alzheimer’s disease, using medical images, i.e., magnetic resonance imaging (“MRI”) and functional MRI images. The reference also does not appear to teach or suggest the use of blood test values as input features for training a predictive model or for determining a predicted risk score as disclosed by Alzai’s PCT/IL2024/050342.

US2022/351371A1 (Macquarie University) generally relates to methods for diagnosing neurodegenerative diseases using multispectral and hyperspectral imaging of live cells; US2020/166525A1 (Nipro Corp.), generally relates to methods for diagnosing neurodegenerative diseases using homocysteine acid and inflammatory factors, pituitary gland secretions, and autonomic nerve secretions as biomarkers, together with imaging.

Neither reference appears to teach methods using machine learning, and neither appears to teach or suggest the use of blood test values as input features for training a predictive model or for determining a predicted risk score as disclosed by Alzai’s PCT/IL2024/050342. Accordingly, for at least these differences, Alzai believes that each reference cited in the ISR and WO-ISA appears to differ in one or more respects from the subject matter of its PCT application, and looks forward to submitting amendments and/or arguments in national phase examination to overcome these and other references as may be cited by national patent examiners.

Limitations of the International Search and Written Opinion

The ISR and WO-ISA are prepared in accordance with the standards of the PCT system and are intended to provide applicants with an early indication of potential patentability. The international phase does not result in the grant of a patent and instead provides a unified filing and search procedure, after which the application proceeds to substantive examination before national patent offices. The outcome of such examination may differ from the preliminary findings of the ILPO acting as the ISA. The WO-ISA does not determine or limit the outcome of national proceedings and is not binding on any national authority. Each designated or elected office conducts its own evaluation of patentability in accordance with its applicable laws and examination procedures.

The ISR and WO-ISA are established based on the claims as originally filed. Subsequent amendments may alter the scope or patentability of the claims, and narrowing amendments made during national phase may affect the relevance of the art cited in the ISR. Additional art may also be identified by national patent offices during their independent examination.

No Assurance of Patentability

The findings described above reflect only the preliminary, non-binding opinion of the ILPO, acting as the ISA, under the PCT. In its WO-ISA, the ISA found certain claims to be novel, while others were considered to lack novelty or inventive step. These findings are preliminary in nature and may be re-evaluated during national or regional examination. Patentability of the claimed subject matter will be determined independently by national or regional patent offices, and amendments incorporating features of claims found novel, as well as other disclosed features believed to be novel, may be considered in future prosecution.

There can be no assurance, however, that any patent will issue on the pending application, or, if issued, that any such patent will provide broad or adequate protection, or that any third-party challenge will not limit, narrow, or invalidate any issued claims. Alzai has not made, and does not intend to make, any representation as to patentability, the scope of any eventual claims, or the likelihood of allowance in any jurisdiction.

Future Filings

Alzai plans to further pursue and expand its intellectual property protection through national phase filings, encompassing both future technological and scientific innovations as well as the entry into new markets for its existing technology. While Alzai’s international PCT has since expired, prior to its expiry, Alzai filed for patents in the following jurisdictions: Japan, Israel, Europe, China, Canada and the United Arab Emirates. These applications are “open” national phase applications because all applications filed in these jurisdictions are pending and are currently awaiting or undergoing examination. The examination process in each country can take roughly 2-3 years to conclude. If the examiner in each country allows the application, then the application becomes a granted patent. If granted, the patents would expire on April 3, 2044, subject to any patent term adjustment or extension, timely payment of renewal fees as required by each jurisdiction’s regulations and provided that they do not otherwise become invalid.

Trademarks and Domain Names

As of the date of this Prospectus, Alzai has the registered domain name of https://alzaihealth.com. Alzai does not have any trademarks.

Protection of Intellectual Property Practices

Alzai employs several barriers to prevent replication by other corporations:

Legal Barrier: Alzai’s IP is and will be disclosed in international PCT applications and their national phase entries, as previously described. This process establishes a legal mechanism for protecting Alzai’s IP.
Logistic Barrier: The development of the Alzai Risk Screening Solution requires access to a comprehensive database with significant historical depth – establishing such a resource presents considerable challenges.

Professional Barrier: Alzai’s IP was developed by various scientists with multi-disciplinary fields of expertise including expertise in data analysis, advanced expertise in ML, and following several years of dedicated research and development.

Regulatory Environment

The regulatory regime of certain countries, such as the United States and Canada, provide market exclusivity for a pharmaceutical product or service once approved. Data protection provides a person or entity with protection against third parties who may wish to commercialize a product similar to an approved product.

The Alzai Risk Screening Solution will first be deployed and sold through channel partners as a white-label solution which will be integrated into the partners’ technology/product. In this context, the scores produced from the Alzai Risk Screening Solution (the “Alzai Risk Scores”) are intended to be offered to Research Organizations and used as a screening tool for cognitively healthy individuals who have provided consent to use the Alzai Risk Screening Solution. It will be the channel partners’ responsibility to address any regulatory compliance, which Alzai will support. As of the date hereof, Alzai and potential Canadian and American channel partners do not expect any FDA or Health Canada approvals for the current use cases. As noted, as of the date of this Prospectus, Alzai does not have any channel partners.

The Corporation acknowledges that whether the Alzai Risk Screening Solution could be considered “software as a medical device” (“SaMD”) is a regulatory determination that depends on the software’s intended use, functionality, claims, and deployment context, and that such determination may vary by jurisdiction.

As of the date of this Prospectus, the Corporation’s position that the Alzai Risk Screening Solution is not SaMD in Canada is based on the following considerations:

The Alzai Risk Screening Solution is designed and intended to function as a risk estimation and a support tool, and not as a diagnostic, prognostic or treatment determining solution.
While the Alzai Risk Screening Solution is intended to provide patient-specific information to healthcare professionals, it is not intended to provide diagnoses, treatment recommendations, or automated clinical decisions, and is not intended to replace clinical judgment of a health care professional.
The Alzai Risk Screening Solution is intended to be used at a population level or screening level, including for research, planning, and risk stratification purposes, rather than for direct diagnosis or treatment of individual patients.

As of the date of this Prospectus, the Corporation’s position is that the Alzai Risk Screening Solution will also qualify as a “non-device” in the United States, under the 21st Century Cures Act (specifically Section 520(o)(1)(E) of the Federal Food, Drug and Cosmetic Act).

This is because the Alzai Risk Screening Solution, as an AI risk stratification tool, meets all four statutory criteria, set out below:

1. No Medical Image or Signal Analysis

The software must not be intended to acquire, process, or analyze:

medical images (e.g., X-rays, CT scans, MRI);
signals from an in vitro diagnostic device (e.g., raw lab assay signals); or
patterns or signals from a signal acquisition system (e.g., ECG waveforms, continuous glucose monitor data).

The Corporation's position is that since the Alzai Risk Screening Solution uses already-processed lab test results or an already-interpolated diagnosis code, rather than raw wave-form or imaging data, the Alzai Risk Screening Solution meets the first criteria.

2. Displaying or Analyzing Medical Information

The software must be intended for the purpose of displaying, analyzing, or printing medical information about a patient or other medical information (such as peer-reviewed clinical studies and clinical practice guidelines). The Corporation's position is that because the Alzai Risk Screening Solution organizes and presents data that was pre-existing in medical or insurance records, it meets the second criteria.

3. Support or Provide Recommendations to a Healthcare Professional

The software must be intended to support or provide recommendations to a healthcare professional (the "HCP") regarding the prevention, diagnosis, or treatment of a disease or condition. It cannot "direct" or "replace" the clinician's judgment. In 2026 updates, the FDA clarified that the software should also not be used for "time-critical" or "urgent" decision-making where the clinician wouldn't have time to verify the output. The Corporation's position is that because the Alzai Risk Screening Solution only supports (i.e., it does not replace) the HCP's judgement and is not used for time critical or urgent decision-making, it meets the third criteria.

4. Enable Independent Review (Transparency)

The software must be intended to enable the HCP to independently review the basis for the recommendation. The clinician should not rely primarily on the software's output to make a decision. In addition, the software being a "black box" is an issue – it must provide the "why" (e.g., "risk is high because of the patient's age, BMI, and last A1c level"). The "why" is what makes the solution a "glass box" because it allows the HCP to assess the information provided. The Corporation's position is that because the Alzai Risk Screening Solution only supports the decision-making of the HCP (by providing information he or she can use about the statistical chances of a patient being diagnosed with AD in the coming years), it does not replace diagnosis or clinical judgement. Further the Alzai Risk Screening Solution has disease risk-factor analysis, which means that the tool has explainability and therefore is not a "black box". Accordingly, the Alzai Risk Screening Solution also meets the fourth criteria.

While the Corporation's position is that the Alzai Risk Screening Solution will not be considered a medical device in the United States, the Corporation intends to adhere to requirements related to patient data handling in the United States. This means that the Corporation will adhere to data security requirements under the Health Insurance Portability and Accountability Act ("HIPAA"). Compliance will predominantly be handled by the Corporation's cloud service provider, Amazon Web Services, who provides HIPAA-compliant cloud services.

As noted on the cover page of this Prospectus, if this assumption is incorrect and the Alzai Risk Screening Solution was ultimately classified as SaMD by Health Canada, the Corporation could be required to obtain regulatory approvals including, depending on how it is classified, a medical device licence and/or a medical device establishment licence from Health Canada. This could result in delays to deployment, increased compliance costs, changes to the Corporation's commercialization strategy, or limitations on certain revenue streams if the licence is not granted. The potential impact of such a determination would differ across the Alzai's prospective revenue streams.

For example, the software may only require a regulatory approval in the context of its use by healthcare providers in clinical care settings and not for its deployment in the research context where it is used for population-level analytics.

Alzai also plans to broaden its market presence by integrating the Alzai Risk Scores as an analytical tool. For instance, the Alzai Risk Scores could be employed for assessments within the medical insurance sector. Alzai does not anticipate requiring FDA approval for this application, as patient care would remain unaffected. See "Risk Factors - Future regulatory oversight" and "Risk Factors - Regulatory approvals".

In the future, Alzai will evaluate whether obtaining approval from the FDA is necessary for the widespread use of the Alzai Risk Scores as a clinical tool. Alzai has planned and budgeted for the potential future need.

As of the date of this Prospectus, there have been no regulatory, ethical or legal incidents involving the Alzai Risk Screening Solution. The Alzai Risk Screening Solution remains under development and has not been deployed for commercial use.

USE OF PROCEEDS

Proceeds

The Corporation expects to receive gross proceeds of $3,200,000 from the Minimum Offering and $4,000,000 from the Maximum Offering ($4,600,000 if the Agent's Option is exercised in full). In addition, as of March 31, 2026, the Corporation has a working capital deficiency in the amount of $(703,754), due to a change in a liability that occurred in April 2026.¹⁷ Prior to the Offering, the working capital deficiency is reduced by $576,424 to a working capital deficiency in the amount of $127,330. After taking this change into account, prior to the payment of any expenses of the Offering (including the Agent's Fee, the Corporate Finance Payment and the estimated expenses of the Offering of $62,500, and assuming there are no purchasers under the President's List), this results in total available funds of $2,786,170 assuming the Minimum Offering and $3,530,170 assuming the Maximum Offering (in each case, assuming no exercise of the Agent's Option).

Source of Funds	Amount ($) upon Completion of the Minimum Offering	Amount ($) upon Completion of the Maximum Offering
Gross proceeds of the Offering	3,200,000	4,000,000
(less Agent’s Fee and the Corporate Finance Payment and the estimated expenses of the Offering)	(286,500)	(342,500)
Expected working capital as of March 31, 2026	(703,754)(1)	(703,754)(1)
Working capital as of the date of the Prospectus (reflecting the extended maturity date of the Second Amended and Restated Convertible Debenture, which is now classified as a long term liability)	576,424	576,424
Available Funds	2,786,170(1)	3,530,170(1)

Note:
(1) While the expected working capital as of March 31, 2026 is $(703,754), for the purpose of calculating the available funds in the above table, the expected working capital is $127,330.

¹⁷ On April 15, 2026, the Corporation and KW entered into the Amending Agreement. Pursuant to the Amending Agreement, the principal amount of the Convertible Debenture was increased from $666,600 to $769,230 and the maturity date was extended from November 27, 2026 to October 14, 2027. As a result, the Convertible Debenture was changed from a short-term liability to a long-term liability and the calculation of working capital was adjusted. All other terms of the Convertible Debenture remain unchanged. The Amending Agreement will be accounted for prospectively in the period in which it became effective. The Interim Financial Statements have not been adjusted to reflect the Amending Agreement as the Amending Agreement is considered a subsequent event.

Principal Purposes

The Corporation anticipates using the available funds from the Offering for the following principal purposes, which is a complete list of all cash costs expected over the 12-month period following the date of this Prospectus:

Principal Purposes	Estimated Expenditure (assuming the Minimum Offering) ($)	Estimated Expenditure (assuming the Maximum Offering) ($)
Research & Development	926,232	1,020,232
Sales & Marketing(1)	652,516	1,152,516
General working capital	1,057,422	1,207,422
Unallocated funds	150,000	150,000
Total Use of Available Funds	2,786,170	3,530,170

Note:
(1) The Sales & Marketing amount includes a prepayment of $350,000 for the Annual License Fee pursuant to the Mor and Ariel License Agreement (covering years 2027-2030), representing the CAD equivalent of USD$250,000.

We expect that the net proceeds from the Minimum Offering and our existing cash and cash equivalents will be sufficient to fund our operations and capital requirements for the next 12 months. In the event that the Agent's Option is exercised in its entirety, the Corporation will receive an additional $558,000 in net proceeds, which the Corporation expects to apply to general working capital.

We believe that these available funds will be sufficient to complete the items noted in the table below:

Principal Purpose(1)(4)	Business Milestone	Expected Spending Allocation (assuming the Minimum Offering) ($)	Expected Spending Allocation (assuming the Maximum Offering) ($)
Research & Development (50%)
General working capital (25%)	Continuous model improvement	711,847	796,347
Research & Development (10%)
General working capital (10%)	Validation of U.S. data	192,115	216,515
Research & Development (20%)
General working capital (10%)	API package for client integration	284,739	318,539

Principal Purpose^{(1)(4)}	Business Milestone	Expected Spending Allocation (assuming the Minimum Offering) ($)	Expected Spending Allocation (assuming the Maximum Offering) ($)
Research & Development (20%)
Sales & Marketing (25%)
General working capital (25%)	Exploring new products for additional diseases that use ML predictive technologies	597,106	778,406
Sales & Marketing (75%)
General working capital (30%)	Actively marketing business-to-business in several of its target markets including conference attendance, extensive travel, U.S. data demonstration and ongoing discussions and establishing channel partnerships to reach initial pilots within 6 months, which will be designed to generate commercial agreements generating revenue by the end of 2026 to early 2027	787,863	1,207,863
	Total	2,573,670^{(2)}	3,317,670^{(3)}

Notes:
(1) This column indicates the category of “Principal Purpose” each milestone falls under and the average approximate percentage of the estimated expenditure it accounts for.
(2) This table’s total of $2,573,670 represents the funds actively deployed across the five business milestones, and differs from the "Total Use of Available Funds" of $2,786,170 in the Principal Purposes table above for the following two reasons: (i) offering expenses of $286,500 (comprised of the Agent's Fee, the Corporate Finance Payment and the estimated expenses of the Offering) are included in the Principal Purposes table but are not allocated to any specific business milestone, as they are paid directly upon the Closing; and (ii) $150,000 of unallocated reserve funds are held separately and are not assigned to any business milestone. Together these two amounts account for the full difference of $212,500 ($2,786,170 – $2,573,670), with any remaining variance attributable to rounding.
(3) This table’s total of $3,317,670 represents the funds actively deployed across the five business milestones, and differs from the "Total Use of Available Funds" of $3,530,170 in the Principal Purposes table above for the following two reasons: (i) offering expenses of $342,500 (comprised of the Agent's Fee, the Corporate Finance Payment and the estimated expenses of the Offering) are included in the Principal Purposes table but are not allocated to any specific business milestone as they are paid directly upon the Closing; and (ii) $150,000 of unallocated reserve funds are held separately and are not assigned to any business milestone. Together these two amounts account for the full difference of $212,500 ($3,530,170 – $3,317,670), with any remaining variance attributable to rounding.
(4) The Corporation is of the opinion that the data it holds as a part of the HealthVerity Datasets is sufficient for retraining purposes. Therefore, no additional large-scale data acquisition would be required to conduct retraining. The Corporation estimates the expected costs of retraining to be approximately $200,000; the Corporation will be able to fund the cost of retraining from the portion of proceeds raised under the Prospectus set aside for research and development. If retraining is required, this table would be updated to show a reduced allocation of proceeds to sales and marketing, and a corresponding increase in the allocation to research and development. The Corporation anticipates that retraining would delay the deployment timeline by approximately one month.

While we currently anticipate that we will use the net proceeds of the Offering as set forth above, we may re allocate the net proceeds from time to time depending upon our growth strategy relative to market and other conditions in effect at the time. Until we use the net proceeds, we will hold them in cash and/or invest them in short-term, interest-bearing, investment-grade securities. The Corporation had negative cash flow from operating activities for the 2024 Fiscal Period.

The Corporation had negative cash flow from operating activities for the 2024 Fiscal Period. The Corporation expects that the net proceeds raised under this Prospectus will fund its operations for approximately 12 months following the Closing. During this period, the Corporation anticipates incurring total operating costs of approximately $3.774 million to achieve its stated business objectives, including the team and consultants' salaries, research and development, general and administrative expenses, and sales and marketing activities. In determining cash flow from operating activities, the Corporation has not included cash payments related to dividends and borrowing costs because the Corporation does not expect to incur any. See "Risk Factors – Use of proceeds" and "Risk Factors – Negative cash flow".

DIVIDENDS OR DISTRIBUTIONS

We have not declared dividends on our Common Shares in the past. Following the Offering, we currently intend to reinvest all future earnings in order to finance the development and growth of our business.

As a result, we do not intend to pay dividends on our Common Shares in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on the financial condition, business environment, operating results, capital requirements, any contractual restrictions on the payment of dividends, and any other factors that the Board of Directors deems relevant.

SELECTED FINANCIAL INFORMATION

The following sets out selected financial information of the Corporation for the initial period ended April 30, 2025 and for the nine months ended January 31, 2026. See "Financial Statement Presentation in this Prospectus" for a description of the financial statements in this Prospectus.

| | As at January 31, 2026 | As at April 30, 2025
(audited) |
| --- | --- | --- |
| Balance Sheet Highlights | | |
| Current Assets | 908,480 | 337,182 |
| Total Assets | 1,015,820 | 439,956 |
| Current Liabilities | 1,647,545 | 211,308 |
| Total Liabilities^{(1)} | 1,647,545 | 211,308 |
| Shareholders’ equity (deficiency) | (631,725) | 228,648 |
| Income Statement Highlights | Nine Months Ended January 31, 2026 | Initial Period Ended April 30, 2025
(audited) |
| --- | --- | --- |
| Net Loss | (3,007,206) | (743,832) |
| Net Loss Per Share | $0.06 | $0.02 |

Notes:
(1) See Note 5 (Intangible Assets) and Note 6 (Accounts Payable and Accrued Liabilities) in the Audited Financial Statements. See also Note 7 (Accounts Payable and Accrued Liabilities) in the Interim Financial Statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and analysis of the financial condition and results of operations of the Corporation for the 2024 Fiscal Period, and the management's discussion and analysis of the financial condition and results of operations of the Corporation for the 2025 Q3 Period are included as schedules to this Prospectus as Schedule "B" and should be

read in conjunction with the Audited Financial Statements and the Interim Financial Statements, respectively, including the related notes thereto, included in this Prospectus as Schedule “A” and to which the management’s discussion and analysis of the Corporation relates.

Certain information included in the management’s discussion and analysis of the Corporation is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Forward-Looking Statements” for further detail.

DESCRIPTION OF THE SECURITIES DISTRIBUTED

Common Shares

As of the date hereof, 53,216,432 Common Shares are issued and outstanding. Each Common Share entitles the holder to receive notice of and attend all meetings of the Shareholders. Each Common Share carries the right to one vote.

The holders of Common Shares are entitled to receive any dividends declared by the Corporation in respect of the Common Shares at such time and in such amount as may be determined by the Board, in its discretion. In the event of the liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary, holders of Common Shares are also entitled to participate, rateably, in the distribution of the assets of the Corporation. For more information on Common Shares reserved for issuance see “Management’s Discussion and Analysis – Share Capital”. For a description of the Corporation’s dividend policy, see “Dividends or Distributions”.

Warrants

The Warrants will be governed by the terms of the Warrant Indenture. See “Material Contracts”. The following summary of certain anticipated provisions of the Warrant Indenture does not purport to be complete and is subject in its entirety to the detailed provisions of the Warrant Indenture. Reference is made to the Warrant Indenture for the full text of the attributes of the Warrants which will be filed by the Corporation under its corporate profile on SEDAR+ following the Closing. A register of holders will be maintained at the principal offices of Odyssey Trust Company in Calgary, Alberta.

The Unit Shares and the Warrants comprising the Units will separate upon the Closing. Each Warrant will entitle the holder to acquire, subject to acceleration and adjustment in certain circumstances, one Warrant Share at an exercise price of $0.60 on or prior to 4:00 p.m. (Eastern time) on the date that is the earlier of (i) 24 months from the Closing Date, and (ii) the date specified in any Acceleration Notice (as defined below) delivered in accordance with the terms of the Warrant Indenture, after which time the Warrants will be void and of no value.

If, at any time, the volume-weighted average trading price of the Common Shares is equal to or greater than $0.90 for any 10 consecutive trading day period, the Corporation may provide written notice to the registered holders of Warrants (an “Acceleration Notice”) that the expiry time of the Warrants shall be accelerated to the date which is 30 days from the date of such Acceleration Notice, subject to TSXV approval.

To exercise their Warrants, Warrant holders may withdraw their Warrants from CDS and obtain a physical certificate representing their Warrants and then exercise their Warrants in accordance with the terms of the Warrant Indenture. Alternatively, if the Warrant holder holds an Uncertificated Warrant (as defined in the Warrant Indenture) that is held electronically through a book-based registration system, including CDS, the Warrant holder may exercise their warrants by causing a Book Entry Participant to deliver to the Depository (as both terms are defined in the Warrant Indenture) notice of the beneficial owner’s intention to exercise Warrants in a manner acceptable to the Depository, including by electronic means through CDS.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

(a) the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants);

(b) the subdivision, redivision or change of the Common Shares into a greater number of shares;

(d) the issuance to all or substantially all of the holders of the Common Shares of rights, Options or Warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the "current market price", as defined in the Warrant Indenture, for the Common Shares on such record date; and

(e) the issuance or distribution to all or substantially all of the holders of the Common Shares of shares of any class other than the Common Shares; rights, Options or Warrants to acquire Common Shares or securities exchangeable or convertible into Common Shares; evidences of indebtedness, or any property or other assets.

The Warrant Indenture will also provide for adjustments in the class and/or number of securities issuable upon exercise of the Warrants and/or exercise price per security in the event of the following additional events:

(a) reclassification or redesignation of the Common Shares or a capital reorganization of the Corporation (other than as described in clauses i or ii above),

(b) consolidations, amalgamations, arrangements, mergers or other business combination of the Corporation with or into another entity, or

(c) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity, in which case each holder of a Warrant which is thereafter exercised will receive, in lieu of Common Shares, the kind and number or amount of other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event.

The Corporation will also covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such events.

No fractional Common Shares will be issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be paid in lieu of fractional shares. The holding of Warrants will not make the holder thereof a shareholder of the Corporation or entitle such holder to any right or interest in respect of the Warrants except as expressly provided in the Warrant Indenture. Holders of Warrants will not have any voting or pre-emptive rights or any other rights of a holder of Common Shares.

The Warrant Indenture will provide that, from time to time, the Warrant Agent and the Corporation, without the consent of the holders of Warrants, may be able to amend or supplement the Warrant Indenture for certain purposes, including rectifying any ambiguities, defective provisions, clerical omissions or mistakes, or other errors contained in the Warrant Indenture or in any deed or indenture supplemental or ancillary to the Warrant Indenture, provided that, in the opinion of the Warrant Agent, relying on counsel, the rights of the holders of Warrants are not prejudiced, as a group. Any amendment or supplement to the Warrant Indenture that is prejudicial to the interests of the holders of Warrants, as a group, will be subject to approval by an "Extraordinary Resolution", which will be defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of

the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66⅔% of the number of all of the then outstanding Warrants.

The principal transfer office of Odyssey Trust Company in Vancouver, British Columbia is the location at which Warrants may be surrendered for exercise or transfer.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of the Corporation as at January 31, 2026, the date of the Corporation's most recent filed financial statements included in this Prospectus, being the Interim Financial Statements for the nine months ended January 31, 2026. Other than as disclosed in this Prospectus, since January 31, 2026, there have been no material changes in the share capital of the Corporation. As noted in "Prior Sales", additional RSUs vested on February 1, 2026. The Corporation also issued 600 Convertible Debenture Units on November 27, 2025. The principal amount of each Convertible Debenture is convertible into Common Shares of the Corporation. On April 3, 2026, the Corporation issued 750,000 Convertible Notes. Upon completion of the Offering, each Convertible Note will automatically convert into one unit of the Corporation, with each unit consisting of one Common Share and one-half of one Warrant. On April 13, 2026, the Corporation issued the Amended and Restated Convertible Debenture, and on April 15, 2026, the Corporation issued the Second Amended and Restated Convertible Debenture.

This table should be read in conjunction with the Financial Statements and the related notes and Management's Discussion and Analysis of financial condition and results of operations in respect of the Financial Statements appearing elsewhere in this Prospectus.

	As at April 1, 2026 before giving effect to the Offering	After giving effect to the Minimum Offering	After giving effect to the Maximum Offering
Common Shares	53,216,432	62,022,682 (1)	64,022,682 (2)
Warrants	4,841,200	9,591,200	10,591,200
Options	1,300,000	1,310,000	1,310,000
RSUs	3,150,000 (3)	3,150,000 (3)	3,150,000 (3)
Debenture Conversion	2,222,000 (4)	2,564,100 (4)	2,564,100 (4)

Notes:
(1) This value is calculated using the outstanding number of Common Shares as of the date of this Prospectus (53,216,432) and assumes that there will be a Minimum Offering of 8,000,000 Units but does not include the exercise of the full maximum Agent's Option (1,200,000). It also includes the 56,250 Common Shares that will be issued to the Agent pursuant to the Agency Agreement, and the 750,000 Common Shares that will be issued upon conversion of the Convertible Notes.
(2) This value is calculated using the outstanding number of Common Shares as of the date of this Prospectus (53,216,432) and assumes that there will be a Maximum Offering of 10,000,000 Units but does not include the exercise of the full maximum Agent's Option (1,500,000). It also includes the 56,250 Common Shares that will be issued to the Agent pursuant to the Agency Agreement, and the 750,000 Common Shares that will be issued upon conversion of the Convertible Notes.
(3) 725,000 RSUs were granted on August 25, 2025, 2,425,000 RSUs were granted on January 1, 2026. As of the date of this Prospectus, 3,150,000 RSUs have been granted and 972,221 RSUs have vested.
(4) On November 27, 2025, the Corporation issued 600 convertible debenture units of the Corporation (the "Convertible Debenture Units") through a private placement for gross proceeds of $600,000. Each Convertible Debenture Unit consists of one senior $1,111 principal value convertible debenture of the Corporation (each, a "Convertible Debenture") and 1,852 Common Share purchase warrants (the "Debenture Warrants"). The principal amount of each Convertible Debenture is convertible into Common Shares, for no additional consideration, at the option of the holder at a price of $0.30 per Common Share, subject to adjustment, at any time following the closing of the private placement. On April 15, 2026, the Corporation and KW entered into the Amending Agreement. Pursuant to the Amending Agreement, the principal amount of the Convertible Debenture was increased from $666,600 to $769,230 and accordingly the number of converted shares increased to 2,564,100.

OPTIONS TO PURCHASE SECURITIES

Equity Incentive Plan

The Board of Directors has adopted the Equity Incentive Plan under which Awards may be granted to, among others, the Corporation's bona fide Directors, officers, employees, consultants, and service providers. See below “Options to Purchase Securities – Summary of the Equity Incentive Plan”.

As of the date of this Prospectus, 1,310,000 Options and 3,150,000 RSUs have been granted under the Equity Incentive Plan and as a part of the Israeli Sub-Plan, 335,000 Options and 1,925,000 RSUs have been granted. Alzai has received approval from the Israeli Tax Authority and accordingly, certain of these RSUs vested into Common Shares by the respective holders of RSUs. As a result, on January 1, 2026, 401,063 Common Shares were issued, and on February 1, 2026, an additional 505,658 Common Shares were issued.

As of the date of this Prospectus, Options have been granted to the following Director: Mark Goldhar for his consulting services. In addition, Options were granted as compensation to other individuals who are employees and/or consultants of the Corporation or the Subsidiary. RSUs have been granted to the following Directors and officers: Hayim Raclaw, Faizaan Lalani, Roy Kait, Amir Glik and Israel Messer) for their consulting or employee services.

The following table sets out further information regarding the outstanding Options and RSUs as of the date of this Prospectus, taking into account that the Israeli Sub-Plan has been approved.

Options

Holder of Options	Number of Optionees	Common Shares Underlying Options	Exercise Price	Expiry Date
Employees or Consultants of Alzai or the Subsidiary	2	325,000	$0.05	August 25, 2030
Employees or Consultants of Alzai or the Subsidiary	1	200,000	$0.05	January 1, 2031
Employees or Consultants of Alzai or the Subsidiary	6	775,000	$0.25	January 1, 2031
Employee of Alzai or the Subsidiary	1	10,000	$0.25	April 7, 2031

RSUs

Date of Issuance	Description of Transaction	Expiry Date	Vesting Condition	Number of Securities
August 25, 2025	Compensation for Employment or Consulting Services	August 25, 2030	247,500 on the date of grant 62,813 in equal instalments commencing on October 1, 2025 and every three months thereafter until July 1, 2027; on July 1, 2027 only 37,809 RSUs will vest	725,000

Date of Issuance	Description of Transaction	Expiry Date	Vesting Condition	Number of Securities
January 1, 2026	Compensation for Employment or Consulting Services	January 1, 2031	338,250 on the date of grant 85,843 in equal instalments commencing on February 1, 2026 and every three months thereafter until November 1, 2028	1,025,000
January 1, 2026	Compensation for Employment or Consulting Services	January 1, 2031	175,000 in equal instalments commencing on February 1, 2026 and every three months thereafter until November 1, 2028	1,400,000

Summary of the Equity Incentive Plan

The Equity Incentive Plan is designed to give individuals an interest in preserving and maximizing Shareholder value in the longer term, to enable the Corporation to attract and retain individuals with experience and ability and to reward individuals for current performance and expected future performance.

A description of the Equity Incentive Plan, in accordance with the disclosure requirements of the TSXV and subject to any future amendments authorized by the Board, is set out below.

Eligible Participants

The Persons who shall be eligible to receive Awards under the Equity Incentive Plan shall be bona fide Directors, Officers, Consultants, Consultant Companies, Management Company Employees and other Employees of the Company or the Subsidiary (as those terms are defined in the Equity Incentive Plan, and collectively, the "Participants") that provide ongoing services to the Corporation.

Notwithstanding the above, at all times that the Corporation is listed on the TSXV, providers of Investor Relations Activities (as defined in the Equity Incentive Plan) shall not be included as Participants that are entitled to receive DSUs, PSUs or RSUs. Further, only Non-Employee Directors (as defined in the Equity Incentive Plan) are eligible to receive DSUs.

Number of Shares Reserved

The number of Common Shares reserved and available for grant and issuance reserved and available for grant and issuance pursuant to Options shall not exceed ten percent (10%) of the total issued and outstanding Common Shares at the date of grant or issuance of the issued and outstanding Common Shares from time to time, or such other number as may be approved by the TSXV and the Shareholders from time to time.

The total number of Common Shares reserved and available for grant and issuance pursuant to PSUs, RSUs and DSUs shall not exceed 10% of the issued and outstanding Common Shares as of the date of the Equity Incentive Plan, that being 6,127,268.

In addition to the above, at all times while the Corporation is listed on the TSXV, the total number of Common Shares which may be issued to any one Participant may not exceed 5% of the issued and outstanding Common Shares on the grant date or within any 12-month period (on a non-diluted basis). The total number of Awards granted to any one Consultant in any 12-month period may not exceed 2% of the issued and outstanding Common Shares on the date the Award is granted. There are additional restrictions related to Options granted to persons retained to provide Investor Relations Activities (as defined in the Equity Incentive Plan) that are detailed in the Equity Incentive Plan.

Limitations on Grants

Notwithstanding anything in the Equity Incentive Plan, the total number of Common Shares issuable to Insiders (as defined in the Equity Incentive Plan:

(a) at any time, under the Equity Incentive Plan or any Securities Based Compensation Arrangement (as defined in the Equity Incentive Plan), shall not exceed 10% of the Corporation’s issued and outstanding Common Shares (unless Alzai has obtained the requisite disinterested shareholder approval in accordance with the policies of the TSXV);

(b) within any 12-month period, under the Equity Incentive Plan or any Securities Based Compensation Arrangement, shall not exceed 10% of the Corporation’s issued and outstanding Common Shares, calculated as at the date any Securities Based Compensation (as defined in the Equity Incentive Plan) is granted or issued to any Insider (unless Alzai has obtained the requisite disinterested shareholder approval pursuant to the policies of the TSXV),

provided that, the acquisition of Common Shares by the Corporation for cancellation shall be disregarded for the purposes of determining non-compliance with this provision for any Awards outstanding prior to such purchase of Common Shares for cancellation.

Exercise Price

The exercise price shall not be less than 100% of the “Fair Market Value”. For the purpose of establishing the exercise price of the Common Shares of an Option, “Fair Market Value” is defined in the Equity Incentive Plan as the closing market price of the Common Shares on the trading day prior to such date. Notwithstanding the foregoing, for the purposes of establishing the exercise price per Common Share of any Option, or the value of any Common Share underlying a RSU, DSU or PSU on the grant date, the Fair Market Value means the greater of the closing market price of the Common Shares on (a) the trading day prior to the date of grant of the applicable Award; and (b) the date of grant of the applicable Award.

Vesting

The Equity Incentive Plan provides that the Board shall have the authority to determine the vesting terms applicable to grants of DSUs or PSUs, except that, at all times that the Corporation is listed on the TSXV, no DSUs issued may vest before the date that is one year following the date that it is granted or issued.

With respect to Options, unless otherwise determined from time to time by the Board, Options shall vest and may be exercised (in each case to the nearest full share) during the period that the Option is outstanding (the “Option Period”) as follows: (a) at any time during the first six months of the Option Period, the Optionee may purchase up to 25% of the total number of Common Shares reserved for issuance pursuant to his or her Option; and (b) at any time during each additional six-month period of the Option Period, the Optionee may purchase an additional 25% of the total number of Common Shares reserved for issuance pursuant to his or her Option plus any Common Shares not purchased in accordance with subsection (a) and (b) until, after the 18th month of the Option Period, 100% of the Option will be exercisable.

Any Options granted to any Investor Relations Service Provider (as defined in the Equity Incentive Plan) shall vest in stages over a three-year period of not less than 12 months, as further set out in the Equity Incentive Plan.

Term of Options

Subject to the termination and change of control provisions noted below, the Option Period shall be five years from the date the Option is granted, or such other period as the Board may determined at the date of the grant to a maximum of ten (10) years from the date such Option is granted. Should the Option expire during a Blackout Period, the expiry date of such Option Period shall be deemed to be the date that is the tenth (10th) business day following the expiry of the Blackout Period. “Blackout Period” is defined in the Equity Incentive Plan as a period in which the trading of Common Shares or other securities of the Corporation is restricted under any policy of the Corporation then in effect.

Termination

The following information is subject to the discretion of the Board. If an Optionee ceases to be employed by, a Service Provider (as defined in the Equity Incentive Plan) to, or act as director of the Corporation or a subsidiary for cause, then no Option held by such Optionee will be exercisable following the date on which the Optionee ceases to be engaged. If the cessation is for any reason other than cause, then any Option held by such Optionee at the effective date thereof shall become exercisable for a period of up to 12 months thereafter or prior to the expiration of the applicable Option Period, whichever is sooner.

In the event of death while employed by, a Service Provider to, or a director of the Corporation or subsidiary, any Option held by the Optionee at the date of death shall become exercisable in whole or in part, but only by the person(s) to whom the Optionee’s rights pass by the Optionee’s will or the laws of descent and distribution.

The Optionee’s Option may be exercised only to the extent that the Optionee was entitled to exercise the Option at the date of death and only within 12 months after the date of death or prior to the expiration of the applicable Option Period, whichever is sooner.

In the event of retirement or termination of a Participant with RSUs during the Restricted Period (as defined in the Equity Incentive Plan), any RSUs held shall immediately terminate and be of no further force or effect. If the retirement or termination is after the Restricted Period and prior to the Deferred Payment Date (as defined in the Equity Incentive Plan), the Participant is entitled to receive Common Shares in satisfaction of the RSUs held. In the event of death or total disability, any Common Shares represented by RSUs held by the Participant shall immediately be issued to the Participant or their legal representative.

If a Participant ceases to be an Employee or Director during the Performance Period (as defined in the Equity Incentive Plan) due to retirement or termination, all PSUs previously awarded to them shall, on the date of retirement or termination, be forfeited and cease to be credited to the Participant.

In the event of death of an Eligible Director, any DSUs held by the Eligible Director shall be redeemed automatically on the 20th business day following the death of the Eligible Director. With respect to PSUs, in the event of the death or total disability of a Participant during the Performance Period (as defined in the Equity Incentive Plan), the Performance Period shall be deemed to end at the end of the calendar quarter immediately before the date of death or total disability of the Participant and the amount payable to the Participant or its executors, as the case may be, shall be calculated as of such date.

Change of Control

In the event of a change of control: (i) unless otherwise determined by the Board, all outstanding Options shall immediately vest and be exercisable and all Options that are not exercised contemporaneously with the completion of the Change of Control (as defined in the Equity Incentive Plan) will terminate and expire immediately thereafter; (ii) all outstanding RSUs shall vest immediately and be settled by the issuance of Common Shares notwithstanding the Restricted Period and any Deferred Payment Date (as defined in the Equity Incentive Plan); and (iii) if a Participant holds PSUs and the change of control occurs during the Performance Period (as defined in the Equity Incentive Plan), the Performance Period shall be deemed to end at the end of the calendar quarter immediately prior to the change of control and the amount payable to the Participant shall be calculated as of that date.

Assignability

The benefits, rights, and Awards accruing to any Participant in accordance with the terms and conditions of the Equity Incentive Plan are not transferable or assignable. During the lifetime of a Participant any benefits, rights and Awards may only be exercised by the Participant.

Amendment Provisions

The Equity Incentive Plan provides that the Board may from time to time, either prospectively or retrospectively, amend, suspend, or terminate the Equity Incentive Plan or any Award granted under the Equity Incentive Plan without shareholder approval, provided that: (a) such amendment, suspension or termination is in accordance with the applicable laws and the rules of any stock exchange on which the Common Shares are listed; (b) no amendment to the Equity Incentive Plan or to an Award granted hereunder will have the effect of impairing, derogating from or otherwise adversely affecting the terms of an Award which is outstanding at the time of such amendment without the written consent of the holder of such Award; (c) the terms of an Option will not be amended once issued; and (d) the expiry date of an Option Period in respect of an Option shall not be more than ten years from the date of grant of an Option except as set out in the "Term of Options" discussed above. Without limiting the generality of the foregoing, amendments include: changes of a clerical or grammatical nature, changes regarding the persons eligible to participate in the Equity Incentive Plan, changes to the exercise price, vesting, term and termination provisions of the Award, changes to the cashless exercise right provisions, changes to the authority and role of the Board under the Equity Incentive Plan, and any other matter relating to the Equity Incentive Plan and the Awards that may be granted under the Equity Incentive Plan.

If the Equity Incentive Plan is terminated, the provisions of the Equity Incentive Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Award or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Equity Incentive Plan, the Board shall remain able to make such amendments to the Equity Incentive Plan or the Award as they would have been entitled to make if the Equity Incentive Plan were still in effect.

Financial Assistance

The Equity Incentive Plan does not provide for the Corporation to give financial assistance to facilitate the purchase of Common Shares under the Equity Incentive Plan.

Taxes and Source Deductions

The Equity Incentive Plan provides that the Corporation or any subsidiary may take such necessary or appropriate steps for the withholding of any taxes or other amounts that the Corporation or subsidiary is required to withhold by law or regulation of any governmental authority whatsoever to withhold in connection with any Award. This includes, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of any Common Shares under the Equity Incentive Plan, until the Participant has paid the Corporation or subsidiary for any amount which the Corporation or subsidiary is required to withhold by law with respect to such taxes or other amounts. The Board may adopt administrative rules under the Equity Incentive Plan which provide for the automatic sale of Common Shares, or a portion thereof, in the market upon issuance of such shares under the Equity Incentive Plan on behalf of the Participant to satisfy withholding obligations under an Award.

Summary of the Israeli Sub-Plan

The Israeli Sub-Plan is designed to give individuals who are tax residents of the State of Israel on the date of the grant of the Award an interest in preserving and maximizing Shareholder value in the longer term, to enable the Corporation to attract and retain individuals with experience and ability and to reward individuals for current performance and expected future performance.

The Israeli Sub-Plan and the Equity Incentive Plan are complimentary to each other and are to be deemed as one. The provisions set out in the Israeli Sub-Plan prevail only to the extent necessary to comply with the requirements of Israel law. A description of the Israeli Sub-Plan is set out below.

Eligible Participants

Persons eligible for participation in the Israeli Sub-Plan are Approved Israeli Participants and Unapproved Israeli Participants (as such terms are defined in the Israeli Sub-Plan). However, only Approved Israeli Participants may be

granted 102 Awards (as such term is defined in the Israeli Sub-Plan). Approved Israeli Participants may be granted Trustee 102 Awards (as such term is defined in the Israeli Sub-Plan) which may be classified as Capital Gain Awards or Ordinary Income Awards, or Non-Trustee 102 Awards (as such terms are defined in the Israeli Sub-Plan).

The Awards

The terms and conditions upon which the Awards shall be granted, issued and exercised or vested under the Israeli Sub-Plan shall be specified in an Israeli Award Agreement (as defined in the Israeli Sub-Plan) and executed pursuant to the Equity Incentive Plan and the Israeli Sub-Plan. Each Israeli Award Agreement will provide the number of Common Shares to which the Award relates, the type of Award granted, and any applicable vesting provisions and exercise price that may be payable.

There is no obligation for uniformity of treatment of the Israeli Participants and the terms and conditions of the Awards granted need not be the same with respect to each Israeli Participant. The grant, vesting and exercise of Awards granted to Israeli Participants shall be subject to the terms and conditions, and with respect to exercise, the method, as may be determined by the Board, and when applicable, by the Trustee (as defined in the Israeli Sub-Plan) in accordance with Section 102 (as defined in the Israeli Sub-Plan).

By virtue of receiving any Trustee 102 Award, the Israeli Participant is deemed to have provided, undertaken and confirmed their compliance with the terms and conditions of Section 102; agreed to the Trust Agreement entered into by and between the Corporation, the Employer and the Trustee (as those terms are defined in the Israeli Sub-Plan); and their familiarity with the provisions of Section 102 in general and the applicable tax arrangements and consequences associated with any sale of Common Shares prior to the termination of the Holding Period (as defined below).

Limitations on Grants

The grant of Trustee 102 Awards is subject to the Israeli Sub-Plan and shall not become effective before the lapse of 30 days from the date the Equity Incentive Plan is submitted for approval to the ITA. The grant of such Awards is conditional upon approval of the Equity Incentive Plan and the Israeli Sub-Plan by the ITA.

A Trustee 102 Award may not be granted to any Approved Israeli Participant unless the Corporation has filed its election with the ITA regarding the type of Trustee 102 Award that will be granted under the Equity Incentive Plan and the Israeli Sub-Plan (the "Election"). The Election becomes effective beginning the date of the first grant of a Trustee 102 Award and remains in effect until the end of the year following the date of the first grant. The Election obligates the Corporation to grant only the type of Trustee 102 Award it has elected. The Election will not prevent the Corporation from granting Non-Trustee 102 Awards simultaneously.

The Trustee

Trustee 102 Awards granted under the Israeli Sub-Plan and any Common Shares issued under the grant, vesting, or exercise of the Trustee 102 Award, as well as other Common Shares received following the realization of rights under the Equity Incentive Plan, shall be allocated, issued or controlled by the Trustee, for the benefit of the Approved Israeli Participants, in accordance with provisions of Section 102. If the Trustee 102 Award requirements are not met, the Trustee 102 Award may be regarded as a Non-Trustee 102 Award or an Award that is not subject to Section 102. Upon receipt of any Trustee 102 Award, the Approved Israeli Participant consents to the grant of such Award under Section 102 and undertakes to comply with the terms of Section 102 and the trust arrangement between the Corporation and the Trustee. The Trustee is not required to release any Award or Common Shares to an Israeli Participant until all required Tax (as defined in the Israeli Sub-Plan) payments have been fully made.

Limitations on Shares Received

With respect to any Trustee 102 Award, subject to provisions of Section 102, an Approved Israeli Participant shall not sell or release from trust any Common Shares received upon the grant, vesting or exercise of the Trustee 102 Award or received following a realization of rights under the Equity Incentive Plan until the lapse of the period of time

required under Section 102 or as determined by the ITA (the “Holding Period”). If any such sale or release occurs during the Holding Period, the sanctions under Section 102 apply and will be borne by the Approved Israeli Participant. Additionally, the Trustee may not release or sell any Common Shares allocated or issued upon the grant, vesting or exercise of a Trustee 102 Award unless the Corporation, the Employer and the Trustee are satisfied that any Tax due has been, or will be, paid.

Award Grant Date and Termination Date

Each 102 Award will be deemed granted on the date determined by the Board, subject to the provisions of the Equity Incentive Plan and subject to (i) the Israeli Participant signing all required documents and (ii) with respect to any Trustee 102 Award, the Corporation has provided the Trustee with all applicable documents in accordance with ITA guidelines. If the guidelines are not met, the Award will be considered as granted on the date determined by the Board as a Non-Trustee Award.

Assignability

The Awards subject to the Israeli Sub-Plan, and any right with respect thereto, are not assignable, transferable, and may not be given as collateral. No right with respect to these Awards shall be given to any third party.

During the lifetime of the Israeli Participant, each and all of such Israeli Participant’s rights with respect to the Award belong only to them. While Awards and Common Shares issued under the Israeli Sub-Plan are held by the Trustee on behalf of an Israeli Participant, all rights of the Israeli Participant cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.

Integration of Section 102

With respect to Trustee 102 Awards, the provisions of the Equity Incentive Plan, the Israeli Sub-Plan and the Israeli Award Agreement are subject to the provisions of Section 102 and any approval issued by the ITA. Any provision of Section 102 or approval issued by the ITA which must be complied with to maintain any tax treatment which is not expressly specified in the Equity Incentive Plan, the Israeli Sub-Plan or the Israeli Award Agreement shall be considered binding upon the Corporation, any Employer and the Israeli Participants. If any provision of the Equity Incentive Plan or Israeli Sub-Plan disqualifies Awards that are intended to qualify as 102 Awards, such provision will be deemed to not apply to the 102 Awards.

Any exercise of Options which are Trustee 102 Awards through a Cashless Exercise Right (as defined in section 3.5 of the Equity Incentive Plan) shall be regarded as a taxable event unless the Corporation complies with the provisions and requirements of the ITA.

Tax Consequences

Any tax consequences arising from the grant, purchase, exercise, vesting or sale of any Award issued under the Israeli Sub-Plan or from the payment for or sale of Common Shares covered thereby shall be borne solely by the Israeli Participant. The Israeli Participants agree to indemnify the Corporation, its Affiliates (as defined in the Israeli Sub-Plan) and the Trustee from all liability for any such Tax, interest or penalty thereon.

PRIOR SALES

The following table summarizes details of the securities issued and issuable by the Corporation during the 12-month period prior to the date of this Prospectus.

Date of Issuance	Description of Transaction	Type of Security	Price per Security	Number of Securities
December 9, 2024	Private Placement	Common Shares	$0.005	22,500,000
December 31, 2024	Mor and Ariel License Agreement	Common Shares	$0.005(1)	3,750,000
January 17, 2025	Private Placement	Subscription Receipts	$0.05	15,850,000
January 17, 2025	Conversion of Subscription Receipts	Common Shares	$0.05	15,850,000
April 8, 2025	AlertCloud License Agreement	Common Shares	$0.05(2)	1,184,210
May 13 2025	Private Placement(3)	Subscription Receipts	$0.05	1,500,000
June 4, 2025	Private Placement	Units	$0.25	7,160,000
August 25, 2025	Equity Incentive Plan	RSUs	N/A	725,000
August 25, 2025	Equity Incentive Plan	Options	$0.05	325,000
September 16, 2025	Conversion of subscription receipts(3)	Common Shares	$0.05	1,500,000
October 14, 2025	Finder’s Fee	Units	$0.25	300,000
November 27, 2024	Convertible Debenture issuance(4)	Convertible Debenture Units	$0.30	600
November 27, 2025	Convertible Debenture issuance(4)	Debenture Warrants	$0.50	1,111,200
January 1, 2026	Equity Incentive Plan	Options	$0.05	200,000
January 1, 2026	Equity Incentive Plan	Options	$0.25	775,000
January 1, 2026	Equity Incentive Plan	RSUs	N/A	2,425,000
January 1, 2026	Conversion of RSUs into Common Shares	Common Shares	N/A	401,603
February 1, 2026	Conversion of RSUs into Common Shares	Common Shares	N/A	508,658
April 3, 2026	Convertible Note issuance	Convertible Notes	$0.40	750,000
April 7, 2026	Equity Incentive Plan	Options	$0.25	10,000

Notes:
(1) See Mor and Ariel License Agreement – issued as non-cash consideration.
(2) See AlertCloud License Agreement – issued as non-cash consideration.

(3) In May 2025, the Corporation accepted the subscription for Subscription Receipts from an investor, raising an additional $75,000 on the same terms as the Subscription Receipts issued in January 2025. The Common Shares underlying the Subscription Receipts were issued to such investor in September 2025.

(4) The Corporation issued the Second Amended and Restated Convertible Debenture on April 15, 2026. As of the date of this Prospectus, none of the Convertible Debentures or Debenture Warrants have been converted into Common Shares.

The 22,500,000 securities issued at $0.005 in the December 9, 2024 private placement were only issued to the Initial Investors. As a result of this issuance, investors purchasing under the Offering will experience a dilution of their invested capital. Immediately after the Closing (i.e., prior to the exercise of any Warrants by new investors), such investors will have contributed approximately 44.63% of the total equity for 12.9% of the Corporation assuming the Minimum Offering, and approximately 50.19% of the total equity for 15.62% of the Corporation assuming the Maximum Offering. Both calculations assume no exercise of the Agent's Option.

At the time of this issuance, the Board consisted of Hayim Raclaw and Roy Kait, who determined the fair market value of the shares at the time of the issuance. As the Corporation had no product at the time of investment by these parties, the issue price of $0.005 reflects the early stage of the Corporation and the level of risk initially taken on by the Initial Investors during the Corporation's early development.

A description of the work performed by each party prior to, and at the time of, the formation of the Corporation is set out below:

Hayim Raclaw: Mr. Raclaw was involved in activities that led to the establishment of the Corporation. Between April 2024 and November 2024, Mr. Raclaw independently contributed time, effort and resources to preliminary, non-binding and exploratory activities including: (i) conducting due diligence and reviewing the research that ultimately informed the development of the Alzai Risk Screening Solution; (ii) participating in preliminary and non-binding discussions with Mor and Ariel which resulted in the execution of a non-binding letter of intent (the framework of which was later used as a reference for the Mor and Ariel License Agreement entered into by the Corporation); and (iii) assisting in preliminary capital-raising introductions and preparatory capital-raising discussions. Mr. Raclaw spent approximately 200 hours on these activities prior to December 2024. Such activities were undertaken on a pre-incorporation basis and contributed to the foundation of the Corporation, thus creating material value for Alzai.
Roy Kait: During the pre-incorporation stage, Mr. R. Kait assisted Mr. Raclaw in evaluating the commercial viability of the Alzai Risk Screening Solution and the feasibility of forming a company for the purpose of commercializing the Alzai Risk Screening Solution. Mr. R. Kait is regarded to have valuable experience with business development and strategy which the Issuer believes will create material value for the Corporation. For these reasons, Mr. R. Kait was appointed as the Chief Revenue Officer of Alzai upon incorporation of the Corporation in November 2024 and to the Board.
Ofri Kait: Mr. O. Kait joined Alzai in December 2024 to assist in developing the operations and general administration of the Corporation. Alzai believes that due to his experience, Mr. O. Kait will create material value for the Corporation.
Dr. Amir Glik: Dr. Glik joined Alzai as the Chief Medical Officer. At the time of joining the Corporation, Dr. Glik was a Dr. Glik was a researcher at CHS and accordingly, the Corporation was of the view that it could leverage Dr. Glik's existing research expertise in the AD sector to create material value for the Corporation.
Prof. Chen Hajaj: Prof. Hajaj joined the Corporation in December 2024 as the Corporation was of the view that it could leverage Prof. Hajaj's leadership in algorithm development as part of his affiliation with Ariel University.
Dr. Anat Goldstein: Dr. Goldstein joined the Corporation in December 2024 as the Corporation was of the view that it could leverage Dr. Goldstein's experience in algorithm engineering as part of her affiliation with Ariel University.

Dr. Orit Raphaeli: Dr. Raphaeli joined the Corporation in December 2024 as the Corporation was of the view that it could leverage Dr. Raphaeli's experience in algorithm engineering as part of her affiliation with Ariel University. While Dr. Raphaeli is a shareholder of the Corporation, she has not taken an active operational role within the Corporation. Dr. Raphaeli is the member of the Initial Investors who no longer provides any services to the Corporation.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

As at the date of this Prospectus, the securities expected to be subject to escrow or subject to contractual restrictions on transfer upon completion of the Listing are shown in the following table:

Designation of Class	Total Number of securities held in escrow or that are subject to a contractual restriction on transfer	Percentage of Class at the date of Prospectus
Common Shares	28,739,722 (1)	54.00%
RSUs	1,740,279 (2)	55.24%
Options	250,000 (3)	19.08%
Warrants	40,000 (4)	0.82%

Notes:
(1) 23,489,722 Common Shares are subject to escrow requirements pursuant to NP 46-201 (as defined below) and 5,250,000 Common Shares are subject to seed share resale restrictions.
(2) 1,740,279 RSUs are subject to escrow requirements pursuant to NP 46-201.
(3) 250,000 Options are subject to escrow requirements pursuant to NP 46-201.
(4) 40,000 Warrants are subject to escrow requirements pursuant to NP 46-201.

Escrow Agreements

Section 3.5 of National Policy 46-201 – Escrow for Initial Public Offerings (“NP 46-201”) provides that all shares of a company owned or controlled by a Principal (as defined in NP 46-201) will be escrowed at the time of the company’s initial listing, unless the shares held by the Principal or issuable to the Principal upon conversion of convertible securities held by the Principal collectively represent less than 1% of the total issued and outstanding shares of the Corporation after giving effect to the initial public offering. Certain Initial Investors who do not meet the definition of a Principal under NP 46-201 have voluntarily agreed to subject their securities to the escrow requirements in accordance with NP 46-201. As of the date hereof, the TSXV has not informed the Corporation that the shares will be subject to any additional escrow requirements.

At the time of its initial public offering, an issuer will be classified for the purposes of escrow as either an "exempt issuer", an "established issuer" or an "emerging issuer", as those terms are defined in NP 46-201.

In connection with the Listing, the Corporation expects to enter into escrow agreements in accordance with NP 46-201 (the "Escrow Agreements"). The Escrow Agreements will be entered into among the Escrow Agent, the Corporation, the Principals and certain Initial Investors who have voluntarily agreed to be subject to the escrow requirements in accordance with NP 46-201, pursuant to which 23,489,722 Common Shares, 1,740,279 RSUs, 250,000 Options and 40,000 Warrants (the "Escrowed Securities") will be held in escrow with the Escrow Agent. The Escrow Agreement provides that 10% of the Escrowed Securities will be released from escrow on the date of the Listing and that an additional 15% will be released therefrom every 6-month interval thereafter, over a period of 36 months.

Uniform terms of automatic timed release apply to Principals of exchange listed issuers, differing only according to the classification of the issuer. The Corporation anticipates that it will be classified as an "emerging issuer".

As such, the Corporation anticipates that the following automatic timed releases will apply to the Escrowed Securities held by the Principals pursuant to the Escrow Agreements as set out below:

Date of Automatic Timed Release	Amount of Escrowed Securities Released
On the date the Corporation’s securities are listed on a Canadian exchange	1/10 of the Escrowed Securities
6 months after the listing date	1/6 of the remaining Escrowed Securities
12 months after the listing date	1/5 of the remaining Escrowed Securities
18 months after the listing date	1/4 of the remaining Escrowed Securities
24 months after the listing date	1/3 of the remaining Escrowed Securities
30 months after the listing date	1/2 of the remaining Escrowed Securities
36 months after the listing date	The remaining Escrowed Securities

Seed Share Resale Restrictions

Under TSXV Policy 5.4 – Capital Structure, Escrow and Resale Restrictions (“Policy 5.4”), securities held by certain persons who are not Principals (as defined in the TSXV policies) of the Corporation are subject to a hold period under Policy 5.4. 5,250,000 Common Shares held by non-Principals are subject to seed share resale restrictions (the “SSRR Shares”) and as such, will be subject to the following release schedule:

Date of Automatic Timed Release	Amount of SSRR Shares Released
On the date of the TSXV bulletin confirming its final acceptance of the Offering (the “Bulletin Date”)	1/5 of the SSRR Shares
3 months after the Bulletin Date	1/5 of the SSRR Shares
6 months after the Bulletin Date	1/5 of the SSRR Shares
9 months after the Bulletin Date	1/5 of the SSRR Shares
12 months after the Bulletin Date	1/5 of the SSRR Shares

PRINCIPAL SECURITYHOLDERS AND SELLING SECURITYHOLDERS

As of the date of this Prospectus, to the knowledge of the Directors and officers of the Corporation, no person beneficially owns or exercises control or direction over Common Shares carrying more than 10% of the votes attached to Common Shares, except for the following:

Name	Type of Ownership	Number and Type of Securities Owned	Percentage of Outstanding Shares (1)	Percentage of Outstanding Shares on a Fully Diluted Basis (2)
Dr. Amir Glik	Beneficial and of record	8,894,813 Common Shares	16.71%	12.89%

Notes:
(1) Based on 53,216,432 outstanding Common Shares at the date of this Prospectus.
(2) Based on 70,615,628 outstanding Common Shares on a fully diluted basis, assuming Amir Glik holds 9,100,000 Common Shares on a fully diluted basis.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets out, for each of our Directors and executive officers, the person’s name, province or state and country of residence, position with us, principal occupation and, if a Director, the date on which the person became a Director. Our Directors are expected to hold office until our next annual general meeting of Shareholders. Our Directors are elected annually and, unless re-elected, retire from office at the end of the next annual general meeting of Shareholders.

As a group, the Directors and executive officers beneficially own, or control or direct, directly or indirectly, a total of 13,341,806 Common Shares, representing 25.1% of the Common Shares outstanding as of the date of this Prospectus.

Directors and Executive Officers

Name and Province or State and Country of Residence	Position with the Corporation	Director / Officer Since	Principal Occupation	Percentage of Common Shares Beneficially Owned, Controlled or Directed as of the date of the Prospectus
Hayim Raclaw
Mazkeret Batya, Israel	Chief Executive Officer, Chairman of the Board, and Director	November 15, 2024	Chief Executive Officer, Alzai Health Corp.; Chief Operating Officer, Wesana Health Corp., Chief Executive Officer, PsyTech, Inc.	4.40%
Roy Kait^{(1)}
Ramat Hasharon, Israel	Chief Revenue Officer and Director	November 15, 2024	Head of Israel-Canada Operation, Maple Corporate Services Limited; Strategy Manager, Trichome Financial Corp.; and Strategy Manager, IM Cannabis Corp.	3.66%
Dr. Amir Glik
Mishmeret, Israel	Chief Medical Officer and Director	August 29, 2025	Head, Cognitive Neurology Service, Beilinson Hospital, Rabin Medical Center	16.71%
Faizaan Lalani^{(1)}
British Columbia, Canada	Director	August 29, 2025	Interim CEO and Director of Medaro Mining Corp.	0.12%
Mark Goldhar^{(1)}
Nova Scotia, Canada	Director	August 29, 2025	Owner and President of 3323381 Nova Scotia Ltd.	0.15%
Israel Messer
Rishon Lezion, Israel	Chief Financial Officer, Corporate Secretary	August 1, 2025	Owner, Director and Co-CEO of Optivail Finance Ltd; Owner. Director and CEO of I. Messer Financial Services LTD; and Independent Consultant	0.04%

Note:
(1) Member of the Audit Committee.

Biographies of Directors and Executive Officers

The following are brief profiles of our executive officers and Directors, including a description of each individual’s responsibilities with the Corporation, their relevant educational background, the time devoted to the Corporation, their principal occupations within the past five years, their experience in the medical diagnostic industry, and whether each individual is subject to a non-competition or non-disclosure agreement.

Hayim Raclaw, Age 50 – Chief Executive Officer, Chairman and Director

Hayim Raclaw is dedicated full-time to the leadership of Alzai in the role of Chief Executive Officer and Chairman, focused on bringing Alzai from inception based on academic research and proven efficacy to revenues from sales in several related markets.

Hayim brings over 25 years of experience in the medical technology and biological technology sectors including: Director of Business Development at Cedara Software Corp of Canada in digital radiology and image-guided surgery; VP Business Development at ContextVision AB of Sweden in medical imaging software; VP Sales & Marketing at Voyant Technologies of Israel in orthopedic surgery technology; Co-Founder and VP Sales at Fio Corporation of Canada in infectious disease diagnostics; Co-Founder and Chief Executive Officer of PsyTech Global Inc. of Canada in novel mental health solutions; and leading his own consultancy firm, Sovereign74 LLC, in the United States which assists several medical technology start-ups and venture capital firms. Pursuant to the Consulting Agreement (as defined below) between Sovereign 74, LLC and the Corporation, Hayim, as owner of Sovereign 74, LLC, is subject to non-competition provisions for the term of the Consulting Agreement and for a period of twelve months after termination.

Israel Messer, Age 50 – Chief Financial Officer, Corporate Secretary

Israel Messer graduated with a BA in social sciences, specializing in management from Open University, and holds a Master of Business Administration from Heriot-Watt University at the Edinburgh School of Business. In addition to serving Alzai as its Chief Financial Officer and Corporate Secretary, Israel is the owner of I. Messer Financial Services LTD and Optivail Finance Ltd and acts as an independent consultant. Israel has over 15 years of experience in chief financial officer roles, including experience in the medical device industry and as the former Chief Financial Officer for a publicly traded company in Israel (TASE: Gix).

In his position as CFO, Israel is responsible for representing the Corporation during fundraising, mergers and acquisition transactions, banking relationships and business plans, in addition to providing various bookkeeping services. Pursuant to the service provider agreement between Optivail Finance Ltd and the Corporation, Israel is an independent contractor and will serve Alzai on a part-time, non-exclusive basis. Typically, Israel devotes approximately 20% of his professional time to the Corporation’s matters. However, he is prepared to devote his full attention to the Corporation’s affairs as necessary in order to fulfill his responsibilities as CFO. Additionally, under the service provider agreement, Israel is subject to ongoing non-disclosure obligations.

Roy Kait, Age 49 – Chief Revenue Officer and Director

Roy Kait graduated with a B.A. in accounting (cum laude) and economics from the Tel Aviv University. He has over 15 years of experience working in startups, finance, and strategy across Israel, Europe, the United States, Canada and Latin America. Roy served as the Head of Business Development, Canada-Israel at Maple Corporate Services Limited. Prior to his time at Maple Corporate Services Limited, Roy served as the Strategy Manager at Trichome Financial Corp. and IM Cannabis Corp (Nasdaq: IMCC) where he worked on fundraising and mergers and acquisitions totaling over $170 million.

In his position at Alzai, Roy will lead strategy and growth of the Corporation in coordination with the CEO. Roy will work full time at Alzai. Pursuant to his employment agreement with the Subsidiary, Roy is subject to non-competition provisions throughout the term of his employment and for a period of twelve months following the termination of his employment with Alzai.

Dr. Amir Glik, Age 49 – Chief Medical Officer and Director

Dr. Amir Glik is a senior neurologist with 20 years of experience. He leads the cognitive neurology service and works as a senior neurologist in the neurological department at Beilinson Hospital, Rabin Medical Center in Israel, which is part of CHS. Amir is a principal investigator in several clinical trials related to AD treatment and participates on local advisory boards for Eisai, Eli Lilly and other companies. He is also a board member of the Israeli Cognitive Association and a faculty member of the Tel Aviv University Faculty of Medicine. Amir graduated from the Faculty of Medicine at Ben Gurion University in the Negev, completed a neurological residency at Tel Hashomer Hospital in Ramat Gan and later served as a Clinical Fellow in Cognitive Neurology at the Cognitive Neurology Center, Rambam Hospital in Haifa. He subsequently led the cognitive neurology clinic at Meir Medical Center in Kfar Saba.

Amir will serve as Chief Medical Officer for Alzai, overseeing medical research and development. Amir is scheduled to dedicate 50% of his working time to Alzai. Pursuant to his services agreement with the Corporation, Amir is subject to non-competition provisions throughout the term of the agreement and for a period of twelve months following the termination of said agreement.

Faizaan Lalani, Age 38 – Director

Faizaan Lalani is an accounting and finance professional with over 10 years of experience covering audit, financial reporting, corporate finance, and operations management. Faizaan previously worked in the audit and assurance group at PricewaterhouseCoopers LLP, Canada, where he obtained his CPA, CA designation, gaining vast experience in accounting practices in both the public and private sectors during his tenure. Faizaan has also served as a Senior Accountant for PortLiving, a Vancouver based real estate development company, since 2016 and, from 2014 to 2016, Faizaan served as a Senior Accountant with Century Group, a Vancouver real estate development company. In the past five years, Faizaan has served as a director on a number of publicly listed issuers, such as United Lithium Corp and TUGA Innovations, Inc. Faizaan is currently also serving as a director of Good Gamer Entertainment Inc. and Telecure Technologies Inc., and is the Interim CEO and a director of Medaro Mining Corp. Faizaan has not entered into a non-competition or non-disclosure agreement. Faizaan will devote as much of his time to the Corporation's activities as is reasonably necessary to discharge his obligations as a Director.

Mark Goldhar, Age 44 – Director

Mark Goldhar is a Chartered Professional Accountant. He graduated with a Bachelor of Commerce degree from Dalhousie University and a CA diploma from the Atlantic School of Chartered Accountants. In addition to serving as director of Alzai, Mark is a senior officer at Harmony Acquisitions Corp. and as a director of Cult Food Science Corp, both publicly traded companies. Mark is the owner and president of 3323381 Nova Scotia Ltd. Mark has not entered into a non-competition or non-disclosure agreement. Mark will devote as much of his time to the Corporation's activities as is reasonably necessary to discharge his obligations as a Director.

Corporate Cease Trade Orders

None of our Directors or executive officers has, within the ten years prior to the date of this Prospectus, been a director, chief executive officer, or chief financial officer of any company (including Alzai) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity) was the subject of a cease-trade order, an order similar to a cease-trade order, or an order that denied the company access to any exemption under securities legislation, in each case for a period of more than 30 consecutive days.

Corporate Bankruptcies

None of our Directors or executive officers has, within the ten years prior to the date of this Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold its assets, been a director or executive officer of any company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold its assets.

Penalties or Sanctions

No Director or executive officer of the Corporation or Shareholder holding sufficient securities of the Corporation to affect materially the control of the Corporation has:

been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

Conflicts of Interest

To the best of our knowledge, there are no known existing or potential conflicts of interest among us and our Directors, officers, or other members of Management as a result of their outside business interests except that certain of our Directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

Advance Notice Requirement

The By-Laws include an advance notice requirement with respect to the election of our Directors (the "Advance Notice Requirement"). The Advance Notice Requirement applies to any Shareholder who intends to nominate any person for election as a Director.

Among other things, the Advance Notice Requirement fixes a deadline by which Shareholders must provide notice to the Corporation of nominations for election to the Board. The notice must include all information that would be required to be disclosed, under applicable corporate and securities laws, in a dissident proxy circular in connection with the solicitation of proxies for the election of Directors relating to the Shareholder making nominations (as if that Shareholder were a dissident soliciting proxies) and each person that the Shareholder proposes to nominate for election as a Director. In addition, the notice must provide information as to the shareholdings of the Shareholder making the nominations, confirmation that the proposed nominees meet the qualifications of directors and residency requirements imposed by corporate law, and confirmation as to whether each proposed nominee is independent for the purpose of National Instrument 52-110. The deadline by which the notice must be delivered to the Corporation is set out in the table below:

Meeting Type	Nomination Deadline
Annual meeting of Shareholders	Either (a) no more than 10 days after the date of the first public filing or announcement of the date of the meeting, if the meeting is called for a date that is fewer than 50 days after the date of that public filing or announcement, or (b) no fewer than 30 days prior to the date of the meeting, and in each case, if the Corporation uses “notice-and-access” (as defined in National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials to shareholders in connection with a meeting of shareholders, not later than 40 days prior to the date of the meeting.

Meeting Type

Nomination Deadline

Annual meeting of Shareholders

Either (a) no more than 10 days after the date of the first public filing or announcement of the date of the meeting, if the meeting is called for a date that is fewer than 50 days after the date of that public filing or announcement, or (b) no fewer than 30 days prior to the date of the meeting, and in each case, if the Corporation uses “notice-and-access” (as defined in National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials to shareholders in connection with a meeting of shareholders, not later than 40 days prior to the date of the meeting.

Meeting Type	Nomination Deadline
Special meeting of Shareholders (which is not also an annual meeting)	No more than 15 days after the date of the first public filing or announcement of the date of the meeting.

EXECUTIVE COMPENSATION

Introduction

The following discussion describes the significant elements of our executive compensation program, with particular emphasis on the process for determining compensation payable to the Corporation's CEO and CFO and the Corporation's only other executive officer, or individual acting in a similar capacity, whose total compensation was, individually, more than $150,000 at the end of the most recently completed financial year (collectively, the "Named Executive Officers" or "NEOs"). The NEOs are:

Hayim Raclaw, CEO and Director; and
Roy Kait, Chief Revenue Officer and Director.

Overview

The Corporation was not a reporting issuer in any jurisdiction in any jurisdiction at any time during its most completed financial year. As a result, certain information required by Form 51-102F6V Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V") has been omitted pursuant to Section 1.3(8) of Form 51-102F6V. The Directors and officers of the Corporation, including the NEOs, have been and will be granted Awards under the Equity Plans, from time to time. Given the Corporation's size and its stage of development, the Corporation has not appointed a compensation committee or formalized any guidelines with respect to compensation at this time. It is anticipated that once the Corporation becomes a reporting issuer, the Board will consider appointing such a committee and adopting such guidelines. The Corporation currently relies solely on Board discussions without any formal objectives, criteria and analysis to determine the amount of compensation payable to officers of the Corporation.

The Corporation has no established compensation program in place. The Board will convene to deliberate and decide on management compensation. With a view to minimizing its cash expenditures, the emphasis in compensating the NEOs shall be the grant of Awards under the Equity Plans as set forth below. The type and amount of future compensation to be paid to NEOs and Directors has not been determined and the Board has not considered the implications of the risks associated with the compensation policies and practices. Neither NEOs nor Directors are permitted to purchase financial instruments that are designed to hedge or offset a decrease in the market value of the equity securities offered as compensation.

As of the date of this Prospectus, the Board has not established any benchmark or performance goals to be achieved or met by NEOs; however, such NEOs are expected to carry out their duties in an effective and efficient manner so as to advance the business objectives of the Corporation. The satisfactory discharge of such duties is subject to ongoing monitoring by the Board.

Awards under the Equity Plans

The purpose of the Equity Plans is to, among other things, (i) provide the Corporation or the Subsidiary with a mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Corporation or the Subsidiary; (ii) reward directors, officers, employees and consultants that have been granted Awards under the Equity Plan for their contributions towards the long-term goals and success of the Corporation or the Subsidiary; and (iii) enable and encourage such directors, officers, employees and consultants to acquire Common Shares as long-term investments and proprietary interests in the Corporation or the Subsidiary.

The Board has the responsibility of administering the compensation policies related to the Directors and Management, including Awards under the Equity Plans.

The Shareholders retroactively approved the Equity Plans, effective August 29, 2025, at the Corporation's annual general and special meeting on February 18, 2026.

Compensation of Named Executive Officers

The Corporation was not a reporting issuer at any time during its most recently completed financial year.

The following table sets out information concerning the compensation for the initial period ending April 30, 2025 paid to our NEOs.

Name and Principal Position	Salary	Option- Based Awards	Annual Incentive Plans	All Other Compensation	Total Compensation
Hayim Raclaw, CEO and Director	$144,265^{(1)}	Nil	Nil	Nil	$144,265^{(1)}
Roy Kait, Chief Revenue Officer and Director	US$87,500^{(2)}	Nil	Nil	Nil	US$87,500^{(2)}

Notes:
(1) This value is based on the consulting fees paid by the Corporation to Mr. Raclaw for the period from incorporation from November 15, 2024 to April 30, 2025.
(2) This value is based on the consulting fees paid by the Corporation to Maple Corporate Services from December 1, 2024 to April 30, 2025 in connection with Mr. Kait's role as Chief Revenue Officer of the Company. As Mr. Kait was only an employee of Maple Corporate Services, the Corporation's financial statements regarding management compensation does not include these consulting fees.

Agreements and Termination Benefits

The Corporation has entered into a consulting agreement with Sovereign74, LLC, a company owned by Hayim Raclaw (Chief Executive Officer), to provide CEO services (the "Consulting Agreement"). The Consulting Agreement includes termination provisions. The significant terms of the Consulting Agreement are described below.

Hayim Raclaw, Chief Executive Officer

Mr. Raclaw provides his services as CEO to the Corporation through the Consulting Agreement. Pursuant to the Consulting Agreement, Sovereign 74, LLC (the "Consultant") may terminate the Consulting Agreement at any time by giving the Corporation thirty (30) days' prior written notice.

The written notice must state that a "good reason" event has occurred within thirty (30) days as of the date that such event occurred prior to the effective date of the resignation. Under the Consulting Agreement, "good reason" means a significant diminishment of the Consultant's duties, which shall be defined as a substantial reduction in the Consultant's responsibilities or authority, inconsistent with the Consultant's position, without the Consultant's consent. The Corporation has fifteen (15) days to cure the circumstances constituting the good reason. In the event of the Consultant's resignation from the Corporation, the Consultant is entitled to receive severance pay equivalent to three (3) months of compensation, disbursed in a lump sum payment within thirty (30) days following the resignation.

The Consulting Agreement also contains non-solicitation, non-competition and confidentiality provisions which will apply on termination of the agreement with the Corporation. Non-solicitation and non-competition provisions apply for a period of twelve (12) months following the termination of the Consultant's engagement with the Corporation, and the confidentiality provisions apply, subject to certain exceptions, for an indefinite period of time following the termination of the Consulting Agreement.

On January 1, 2026, Mr. Raclaw signed a part time employment agreement with the Subsidiary (the "Subsidiary Employment Agreement"). According to the Subsidiary Employment Agreement, Mr. Raclaw will provide managing director services to the Subsidiary in a 25% scope. Accordingly, the compensation that the Consultant will receive under the Consulting Agreement is reduced to 75%.

According to the Subsidiary Employment Agreement, each party may terminate the Subsidiary Employment Agreement at any time by giving notice to the other party. In the event of termination without cause, the Subsidiary shall pay a special termination grant equal to six salaries. In the event Mr. Raclaw resigns, the special termination grant is equal to three salaries.

The Subsidiary Employment Agreement also contains non-solicitation, non-competition and confidentiality provisions which will apply on termination of the Subsidiary Employment Agreement. Non-solicitation and non-competition provisions apply for a period of 12 months following the termination of the Subsidiary Employment Agreement. The confidentiality provisions apply, subject to certain exceptions, for an indefinite period of time following the termination of the Subsidiary Employment Agreement.

CORPORATE GOVERNANCE

Overview

Our articles and By-Laws provide that our Board is to consist of a minimum of one and a maximum of 10 directors as determined from time to time by the Directors.

Our Board is responsible for supervising the management of our business and affairs. Our Board has adopted a formal mandate setting out its stewardship responsibilities, including its responsibilities for the appointment of Management, management of our Board, strategic and business planning, monitoring of financial performance, financial reporting, risk management, and oversight of our policies and procedures, communications, and reporting and compliance. A copy of the mandate of our Board is attached as Schedule "D" to this Prospectus.

Our Board currently consists of five Directors: Hayim Raclaw, Roy Kait, Dr. Amir Glik, Faizaan Lalani and Mark Goldhar.

Our Board has established the Audit Committee and has approved a charter for such committee, which is attached as Schedule "E" to this Prospectus, and any other committee established by the Board.

Our Board will delegate to the applicable committee those duties and responsibilities set out in each committee's charter. The mandate of our Board, as well as the charters of the various Board committees, sets out in writing the responsibilities of our Board and the committees for supervising the Chief Executive Officer.

Independence

As of the Closing, the Board will consist of five Directors, two of whom are independent. Under National Instrument 52-110 – Audit Committees ("NI 52-110"), an independent director is one who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with a director's exercise of independent judgment. The Board has determined that Hayim Raclaw, Roy Kait and Dr. Amir Glik, executive officers and/or principal securityholders of the Corporation, are not considered independent. Faizaan Lalani and Mark Goldhar are considered independent.

In addition to chairing all Board meetings, the Chair of the Board's (the "Chair") role is to facilitate and chair discussions among the Corporation's independent Directors, facilitate communication between the independent Directors and Management, and, if and when necessary, act as a spokesperson on behalf of the Board in dealing with the press and members of the public. The Chair's responsibilities and duties will be described in detail in a position description to be developed by the Board. As of the date of this Prospectus, the Chair of the Board is Hayim Raclaw.

Where potential conflicts arise during a Director's tenure on the Board, such conflicts are expected to be immediately disclosed to the Board. We have taken steps to ensure that adequate structures and processes will be in place upon completion of the Offering to permit our Board to function independently of our Management. Our Board will hold regularly scheduled meetings, as well as ad hoc meetings from time to time. It is contemplated that in the course of meetings of the Board or committees of the Board, the independent Directors are expected to hold in-camera sessions at which neither non-independent Directors nor officers of the Corporation are in attendance.

The Board has approved and adopted written position descriptions for the chair of each of our Board's committees and our Chief Executive Officer.

Other Directorships

The following Directors are also directors of other reporting issuers (or the equivalent) in Canada or a foreign jurisdiction:

Name of Director	Name of Reporting Issuer
Mark Goldhar	Cult Food Science Corp
Faizaan Lalani	Good Gamer Entertainment Inc.; Medaro Mining Corp.; Telecure Technologies Inc.

Conflicts of Interest

Hayim Raclaw provides his services as CEO to the Corporation through a company owned or controlled by Mr. Raclaw, Sovereign 74, LLC. The Corporation manages the risk of any conflicts of interest arising between Mr. Raclaw's consulting services business and his services to the Corporation through the Consulting Agreement.

As previously noted, the Consulting Agreement contains provisions pursuant to which Sovereign 74, LLC is bound by a confidentiality, non-competition, non-solicitation, and intellectual property assignment undertaking whereby Sovereign 74, LLC (i) acknowledges that it receives confidential information and accordingly shall keep in strict confidence and trust all confidential information; (ii) shall not engage, establish open or in any manner become involved, directly or indirectly with, any business, corporation, work or other activity which is reasonable likely to involve or require the use of the Corporation's sensitive and valuable proprietary information, property, technologies, goodwill or business plans; (iii) shall not solicit, hire or retain any employee of the Corporation (or any service provider, distributor, customer or supplier of the Corporation) or induce or attempt to induce any such employee to terminate or reduce the scope of his or her engagement with the Corporation; and (iv) agrees that all intellectual property made, conceived, reduced to practice or learned by Sovereign 74, LLC, either alone or jointly, directly or indirectly, with the performances of the CEO services are the sole property of the Corporation. Mr. Raclaw is not currently providing CEO services to any other corporation.

In addition, the Corporation's Code (as defined below) serves as a reminder to Mr. Raclaw that, as a Director and officer, he is required to act with honesty and integrity and to avoid any relationship or activity that might create, or appear to create, a conflict between his personal interests and the interests of the Corporation.

If Mr. Raclaw's consulting services were to result in a potential conflict of interest, the Code would require him to promptly disclose the potential conflict of interest in writing to the lead director or Chairman of the Corporation or request to have entered in the minutes of the meeting of the Board the nature and extent of such interest. Further, pursuant to the Code, Mr. Raclaw cannot offer CEO consulting services to any other corporate entity or organization, public or private, without the prior approval of the Board of Directors.

In addition, Mr. Raclaw provides services to the Subsidiary as a managing director of the Subsidiary pursuant to the Subsidiary Employment Agreement. As previously noted, the Subsidiary Employment Agreement contains provisions pursuant to which Mr. Raclaw is bound by a confidentiality, non-competition, non-solicitation, and intellectual property assignment undertaking whereby Mr. Raclaw (i) acknowledges that it receives confidential information and accordingly shall keep in strict confidence and trust all confidential information; (ii) shall not engage, establish open or in any manner become involved, directly or indirectly with, any business, corporation, work or other activity which is reasonable likely to involve or require the use of the Subsidiary's sensitive and valuable proprietary information, property, technologies, goodwill or business plans; (iii) shall not solicit, hire or retain any employee of the Subsidiary (or any service provider, distributor, customer or supplier of the Subsidiary) or induce or attempt to induce any such employee to terminate or reduce the scope of his or her engagement with the Subsidiary; and (iv) agrees that all intellectual property made, conceived, reduced to practice or learned by Mr. Raclaw, either alone or jointly, directly or indirectly, with the performances of the services are the sole property of the Subsidiary.

Orientation and Continuing Education

Certain of the Directors have previous experience with public companies and are therefore familiar with the role and responsibilities of being a public company director.

While the Corporation does not have a formal continuing education program, the Directors individually are responsible for updating their skills required to meet their obligations as Directors.

Code of Conduct

Our Board of Directors has approved and adopted a written Code of Business Conduct and Ethics (the “Code”) that applies to Directors, officers, and employees. The objective of the Code is to provide guidelines for enhancing our reputation for honesty, integrity and the faithful performance of undertakings and obligations. The Code will address conflicts of interest, use of company assets, inventions, use of Corporation email and internet services, disclosure, corporate opportunities, confidentiality, fair dealing, and compliance with laws.

As part of our Code, any person subject to the Code is required to avoid any activity, interest (financial or otherwise), or relationship that would create or appear to create a conflict of interest.

Our Directors are responsible for monitoring compliance with the Code, for regularly assessing its adequacy, for interpreting the Code in any particular situation, and for approving changes to the Code from time to time.

Directors and executive officers are required by applicable law and our corporate governance practices and policies to promptly disclose any potential conflict of interest that may arise. If a Director or executive officer has a material interest in an agreement or transaction, applicable law and principles of sound corporate governance require them to declare the interest in writing and where required by applicable law, to abstain from voting with respect to such agreement or transaction.

A copy of the Code is available for review under our profile on the SEDAR+ website at www.sedarplus.ca upon the completion of the Offering.

The Corporation has also adopted an Insider Trading and Blackout Policy, a Privacy Policy, a Confidentiality Policy, a Corporate Disclosure Policy, a Whistleblower Policy, a Respect in the Workplace Policy and an AI Policy, which complement the obligations of our Directors, officers, and employees under the Code. Copies of the Insider Trading and Blackout Policy, Privacy Policy, Confidentiality Policy, Corporate Disclosure Policy, Whistleblower Policy, Respect in the Workplace Policy and AI Policy are available on our website at https://alzaihealth.com/.

Insider Trading Policy

The Insider Trading Policy provides for the following “blackout” periods: (i) a financial statement blackout period, (ii) an equity offering blackout period and (iii) an extraordinary blackout period. During these periods, any Corporation Personnel (as defined in the Insider Trading Policy) are restricted by the terms of the Insider Trading Policy or applicable securities law from trading in securities of the Corporation.

Board Committees

The Board has no standing committees other than the Audit Committee.

Board Assessments

The Board, the Audit Committee and its individual Directors are assessed as to their effectiveness and contribution. All Directors and/or committee members are free to make suggestions for improvement of the practice of the Board and/or the Audit Committee at any time and are encouraged to do so.

Majority Voting Policy

The Corporation has adopted a majority voting policy (the “Majority Voting Policy”) in director elections that applies at any meeting of our Shareholders where an uncontested election of directors is held. Pursuant to the Majority Voting Policy, if the number of proxy votes withheld for a particular director nominee is greater than the votes for such director, the director nominee will be required to submit his or her resignation as a director to the Chair of the Board promptly following the applicable Shareholders’ meeting. Following receipt of the resignation, the Board will consider whether or not to accept the offer of resignation. Within 90 days of the applicable Shareholders’ meeting, the Board shall publicly disclose their decision whether to not to accept the applicable director’s resignation, including the reasons for rejecting the resignation, if applicable. A director who tenders his or her resignation pursuant to the Majority Voting Policy will not be permitted to participate in any meeting of the Board at which the resignation is considered. A copy of the Majority Voting Policy is available on our website at https://alzaihealth.com/.

Indemnification and Insurance

The Corporation maintains a director and officer insurance program to limit the Corporation’s exposure to claims against, and to protect, its Directors and officers. In addition, each Director and officer of the Corporation has entered into an indemnification agreement with the Corporation. The indemnification agreements require that the Corporation indemnify and hold the indemnitees harmless to the greatest extent permitted by law for liabilities arising out of the indemnitees’ service to the Corporation as directors and officers, provided that the indemnitees acted honestly and in good faith and in a manner the indemnitees reasonably believed to be in, or not opposed to, the Corporation’s best interests and, with respect to criminal and administrative actions or proceedings that are enforced by monetary penalty, the indemnitees had no reasonable grounds to believe that his or her conduct was unlawful. The indemnification agreements also provide for the advancement of defence expenses to the indemnitees by the Corporation. Statutory indemnification rights also apply.

AUDIT COMMITTEE

Overview

The Corporation’s Audit Committee consists of three Directors, two of whom are independent. They are also all financially literate in accordance with NI 52-110. The members of the Audit Committee are Faizaan Lalani (Chair) (independent), Roy Kait (not independent), and Mark Goldhar (independent).

For the purposes of NI 52-110, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements.

The authority of the Audit Committee as required by section 4.1 of National Instrument 52-110 is consistent with local business culture, practices and laws in Israel.

Relevant Education and Experience

Each member of the Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Corporation to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements or experience actively supervising individuals engaged in such activities; and

All members of the Audit Committee have experience reviewing financial statements and dealing with related accounting and auditing issues. The education and experience of each member of the Audit Committee relevant to the performance of his/her duties as a member of the Audit Committee can be found under the heading “– Biographies of Directors and Executive Officers”.

Audit Committee Charter

Our Board of Directors has adopted a written charter for the Audit Committee. The mandate of the Audit Committee is to assist our Board in fulfilling its financial oversight obligations, including the responsibility: (1) to identify and monitor the management of the principal risks that could impact the financial reporting of the Corporation; (2) to monitor the integrity of our financial reporting process and our internal accounting controls regarding financial reporting and accounting compliance; (3) to oversee the qualifications and independence of our external auditor; (4) to oversee the work of our financial management and external auditor; and (5) to provide an open avenue of communication between the external auditors, our Board, and our Management.

A copy of the charter of the Audit Committee is attached as Schedule “E” to this Prospectus.

Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, the Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

The Audit Committee has no concerns with engaging independent counsel as needed, communicating directly with internal or external auditors or setting and paying compensation for auditors employed by the Audit Committee.

Pre-Approval Policies and Procedures

Under its charter, the Audit Committee is required to pre-approve all audit and non-audit services to be performed by the external auditors in relation to us, together with approval of the engagement letter for all non-audit services and estimated fees thereof. The pre-approval process for non-audit services will also involve a consideration of the potential impact of such services on the independence of the external auditors. The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

For the financial year ended April 30, 2025, Davidson received fees from the Corporation as follows:

	Year ended April 30, 2025	Year ended April 30, 2024
Audit Fees(1)	$30,000	N/A
Audit Related Fees(2)	N/A	N/A
Tax Fees(3)	$8,500	N/A
All Other Fees(4)	N/A	N/A

Notes:
(1) Fees for audit services.
(2) Fees for assurance and related services.
(3) Fees for tax compliance, tax advice and tax planning.
(4) Fees for other products and services.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the Corporation’s Directors or officers or any of their respective associates is indebted to the Corporation or has been subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation or any of our subsidiaries.

PLAN OF DISTRIBUTION

General

Pursuant to the terms of the Agency Agreement, the Corporation will sell a minimum of 8,000,000 Units and a maximum of 10,000,000 Units, each at a price of $0.40 per Unit, for approximate minimum aggregate gross consideration of $3,200,000 and approximate maximum aggregate gross consideration of $4,000,000, payable in cash to the Corporation against delivery of the Units. The Offering Price of the Units has been determined by negotiation between the Corporation and the Agent.

The Corporation has granted the Agent the Agent’s Option. The Agent’s Option may be exercised by the Agent, in whole or in part, for at any time up to 48 hours prior to Closing. If the Agent’s Option is exercised in full, the total “Price to the Public”, “Agent’s Fee”, and “Net Proceeds to the Corporation” is $4,600,000, $322,000 and $4,278,000, respectively.

The Units will be offered in the provinces of British Columbia, Alberta and Ontario, through the Agent or its respective affiliates who are registered to offer the Units for sale in such provinces and such other registered dealers as may be designated by the Agent. Subject to applicable law, the Agent may offer the Units outside of Canada.

Subscriptions received will be subject to rejection or allotment in whole or in part, and the Agent reserves the right to close the subscription books at any time without notice. It is expected that the Closing will occur on or about May 21, 2026, or such later date as the Corporation and the Agent agree. One or more certificates representing the Unit Shares and Warrants distributed by this Prospectus will be issued in registered and definitive form or through the non-certificated inventory system to CDS Clearing and Depository Services Inc. or to its nominee (“CDS”) and will be deposited with CDS on the Closing Date. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased.

The minimum amount of funds to be raised in respect of the Offering is $3,200,000. The Agent will hold in trust all funds received from the subscriptions until the minimum amount of funds of $3,200,000 has been raised. If this minimum amount of funds is not raised within the distribution period, the Agent must return the funds to the subscribers without any deduction.

The Corporation has applied to list the Common Shares for trading on the TSXV. As of the date hereof, the TSXV has conditionally approved the listing (the “Listing”) of the Common Shares. The Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV, including meeting all minimum listing requirements, which cannot be guaranteed. Closing of the Offering is conditional upon the aforementioned securities being approved for listing on the TSXV.

The Units, the Unit Shares and the Warrants underlying the Units and the Warrant Shares issuable upon exercise of the Warrants, have not been or will not be registered under the U.S. Securities Act or any state securities laws and may not be offered and sold in the United States (within the meaning of Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, U.S. persons (within the meaning of Regulation S under the U.S. Securities Act) except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

In connection with the Offering, the Agent or securities dealers may distribute the Prospectus electronically.

Upon completion of the Offering, assuming there has been no exercise of the Agent's Option, the Corporation expects to have a maximum total of 64,022,682 outstanding Common Shares issued and outstanding on a non-diluted basis, and if the Agent's Option is exercised in full, a maximum total of 65,522,682 Common Shares issued and outstanding on a non-diluted basis. The obligations of the Agent under the Agency Agreement are subject to certain closing conditions and may be terminated at their discretion on the basis of their assessment of the state of the financial markets and upon the occurrence of certain stated events. Pursuant to the terms of the Agency Agreement, the Corporation will pay the Agent the Agent's Fee and the Corporate Finance Payment. Additionally, the Corporation will issue to the Agent the Compensation Warrants and 56,250 Corporate Finance Shares. Pursuant to the Agency Agreement, the Corporation will indemnify the Agent against certain liabilities under applicable securities laws and will contribute to payments that the Agent may be required to make in respect of applicable securities laws. This Prospectus qualifies the distribution of the Compensation Warrants and the Corporate Finance Shares.

Pricing of the Offering

Prior to the Offering, there was no public market for the Common Shares. The Offering Price has been negotiated between the Corporation and the Agent. Among the factors considered in determining the Offering Price of the Units were the following:

prevailing market conditions;
historical performance and capital structure of the Corporation;
estimates of the business potential and earnings prospects of the Corporation;
availability of comparable investments;
an overall assessment of Management; and
the consideration of these factors in relation to market valuation of companies in related businesses.

Agent's Option

The Corporation has granted to the Agent the Agent's Option, exercisable, in whole or in part, at the sole discretion of the Agent, up to 48 hours prior to the Closing Date, to purchase from the Corporation for up to 1,500,000 Agent's Option (representing 15% of the Units offered under this Prospectus) at the Offering Price.

The Corporation will pay the Agent's Fee in respect of Agent's Units sold under the Agent's Option if the Agent's Option is exercised. If the Agent's Option is exercised in full, the total price to the public, the Agent's commission, and net proceeds to the Corporation before deducting other expenses of the Offering will be $4,600,000, $322,000 and $4,278,000, respectively. This Prospectus qualifies the grant of the Agent's Option and the issuance of Agent's Units issuable upon exercise of the Agent's Option.

Lock-Up Arrangements

As a condition to the Closing, each executive officer and director of the Corporation, as well as each shareholder that beneficially owns, controls or directs 10% or more of the outstanding Common Shares of the Corporation, has agreed to enter into a lock-up agreement with the Agent. Under the terms of these lock-up agreements, such persons have agreed that, for a period of ninety (90) days following the Closing Date, they will not, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, lend, swap, transfer, assign, or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares, or enter into any transaction that would have the effect of transferring all or part of the economic interest in such securities, whether such transaction is settled in securities, cash or otherwise.

The lock-up restrictions are subject to customary exceptions, including: (a) the exercise (but not resale) of warrants; (b) participation in a bona fide take-over bid made to all securityholders of the Corporation or in a similar business combination transaction; and (c) issuances of securities to arm's-length third parties in connection with strategic acquisitions, consulting arrangements, licensing, joint ventures or similar transactions, provided that, if such transaction is not completed, the securities issued remain subject to the lock-up. The lock-up may also be waived with the prior written consent of the Lead Agent, such consent not to be unreasonably withheld or delayed.

Standstill

The Corporation has agreed with the Agent that until a period of 90 days from the Closing, the Corporation will not directly or indirectly, without the prior written consent of the Agent, issue, sell, offer, grant an option or right in respect thereof, or otherwise dispose of, any additional Common Shares or any securities convertible into or exchangeable for Common Shares, other than pursuant to (i) the exercise of the Agent's Option, (ii) the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements in place prior to the Closing or issuable pursuant to the Offering, (iii) the issue of Common Shares upon the exercise of convertible securities, warrants or options outstanding prior to the Closing Date, (iv) previously scheduled property and/or other corporate acquisitions, and (v) previously scheduled non-brokered private placements.

Commissions and Expenses

The following table shows the per Unit and the Agent's Fee the Corporation will pay to the Agent, assuming both no exercise and full exercise of the Agent's Option, based on the Maximum Offering:

	Agent’s Option Not Exercised	Agent’s Option Fully Exercised
Per Unit (total)	$0.028 (280,000)	$0.028 (322,000)
Compensation Warrants	700,000	805,000
Corporate Finance Payment	$22,500	$22,500
Corporate Finance Shares	56,250	56,250

In addition, under the Agency Agreement, the Corporation has agreed to pay the expenses of the Agency Agreement, including the Agent's legal expenses, taxes and disbursements.

Book Entry System

Subscriptions received will be subject to rejection or allotment in whole or in part, and the Agent reserves the right to close the subscription books at any time without notice. It is expected that the Closing will occur on or about May 21, 2026, or such later date as the Corporation and the Agent agree. One or more certificates representing the Unit Shares and Warrants distributed by this Prospectus will be issued in registered and definitive form or through the non-certificated inventory system to CDS and will be deposited with CDS on the Closing Date. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased. The Units will separate into Common Shares and Warrants immediately on the Closing Date.

RISK FACTORS

Investing in our Common Shares involves significant risks. You should carefully consider the risks described below, which are qualified in their entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Prospectus, and all other information contained in this Prospectus, including the Financial Statements and accompanying notes, before purchasing the Units. The risks and uncertainties described below are those we currently believe to be material, but they are not the only ones we face. If any of the following risks, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected. In that event, the trading price of our Common Shares could decline materially, and you could lose part or even all of your investment.

Risks Related to Our Business

Limited operating history

The Corporation has a limited history of operations. As such, the Corporation is subject to many risks common to enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on Shareholders' investment and the likelihood of the Corporation's success must be considered remote in light of its early stage of operations.

The continued development of the Corporation will require additional financing

There is no guarantee that the Corporation will be able to execute on its strategy. The continued development of the Corporation will require additional financing. Additional fundraising efforts may divert our management from day-to-day activities, which may adversely affect the Corporation's ability to develop and commercialize the Alzai Risk Screening Solution. Moreover, the failure to raise such capital could result in the delay or indefinite postponement of current business strategy or the Corporation ceasing to carry on business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Corporation. If additional funds are raised through issuances of equity or convertible debt securities, existing Shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of holders of Common Shares.

In addition, from time to time, the Corporation may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed wholly or partially with debt, which may temporarily increase the Corporation's debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions. Debt financings may contain provisions, which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that the Corporation would be able to repay such loans in such an event or prevent the enforcement of security granted pursuant to such debt financing. The Corporation may require additional financing to fund its operations to the point where it is generating positive cash flows. Negative cash flow may restrict the Corporation's ability to pursue its business objectives.

In the event of bankruptcy, liquidation, or reorganization of Alzai, holders of its debt and its trade creditors will generally be entitled to payment of their claims from the assets of Alzai before any assets are made available for distribution to Alzai or its Shareholders. The Common Shares are effectively subordinated to the debt and other obligations of Alzai.

Negative cash flow

During the 2024 Fiscal Period, the Corporation had negative cash flow from operating activities. Although the Corporation anticipates it will have positive cash flow from operating activities in future periods, the Corporation’s ability to meet its obligations and finance acquisition activities depends on its ability to generate cash flow. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private or public offerings. The Corporation’s growth and success are dependent on external sources of financing which may not be available on acceptable terms, or at all.

We have a history of operating losses and may never achieve or maintain profitability in the future

Alzai’s net loss for the fiscal period ended April 30, 2025 was $743,832 and for the nine months ended January 31, 2026 was $3,007,206. We have not generated any significant revenue to date and it is possible that we will never have sufficient product sales revenue (if any) to achieve profitability. We expect to continue to incur losses for at least the next several years. We will take steps to meet the increased compliance requirements associated with our transition to and operation as a public company. To become profitable, we must successfully market the Alzai Risk Screening Solution. It is possible that we will never have significant revenue from the Alzai Risk Screening Solution. If funding is insufficient at any time in the future, we may not be able to develop or commercialize the Alzai Risk Screening Solution, take advantage of business opportunities, or respond to competitive pressures.

The commercialization of the Alzai Risk Screening Solution is dependent upon our ability to successfully finance and complete our research and development programs through a combination of equity financing and payments from strategic partners. We have no current sources of significant payments from strategic partners.

The Corporation as a Going Concern

The continued operation of the Corporation as a going concern is dependent upon the Corporation’s ability to generate positive cash flows and/or obtain additional financing sufficient to fund continuing activities and acquisitions. While the Corporation continues to review its operations in order to identify strategies and tactics to increase financing opportunities, there is no assurance that the Corporation will be successful in such efforts; if the Corporation is not successful, it may be required to significantly reduce or limit operations, or no longer operate as a going concern. It is also possible that operating expenses could increase in order to grow the business. If the Corporation does not significantly increase its financing opportunities to meet these increased operating expenses and/or obtain financing until its revenue meets these operating expenses, its business, financial condition and operating results could be materially adversely affected. The Corporation cannot be sure when or if it will ever achieve profitability and, if it does, it may not be able to sustain or increase that profitability.

Differing expectations of the Corporation’s financial position and results of operations

The Corporation’s actual financial position and results of operations may differ materially from Management’s expectations and the Corporation’s revenue, net income and cash flow may differ materially from the Corporation’s projected revenue, net income and cash flow. The process for estimating the Corporation’s revenue, net income and cash flow requires the use of judgment in determining the appropriate assumptions and estimates. These estimates and assumptions may be revised as additional information becomes available and as additional analyses are performed. In addition, the assumptions used in planning may not prove to be accurate, and other factors may affect the Corporation’s financial condition or results of operations.

Historical success is not necessarily predictive of future results

The Alzai Risk Screening Solution employs ML models that were developed using EMR sourced from CHS, and the models’ predictive analyses used historical observation periods. However, successful prediction of AD and ADRD diagnoses using historical observation periods does not ensure that the Alzai Risk Screening Solution and the ML models used will successfully predict the probability of an AD and ADRD diagnosis in future patients, nor does it ensure future large-scale efficacy of the Alzai Risk Screening Solution.

Furthermore, the effectiveness of the Alzai Risk Screening Solution also depends on the quality and completeness of the data used to train the ML models. If the data was incomplete, inadequate or biased, it could lead to suboptimal performance of the Alzai Risk Screening Solution. We note that the data used in the development of the ML models consisted of cognitively healthy adult patients, aged 42 and older, residing in the central district of Israel. As the ML models were developed with data using this specific demographic and geographic scope, the predictive accuracy of the Alzai Risk Screening Solution may be reduced for individuals who are younger than 42, not cognitively healthy or who are located outside of Israel. Differences in regional health factors, lifestyle and genetics could further affect the Alzai Risk Screening Solution's performance. Prospective investors should be aware that the Alzai Risk Screening Solution may not accurately predict AD and ADRD in new patients or in populations beyond those represented by the original data set.

In addition to the potential risk of our dataset being inadequate, incomplete or biased, our algorithms may also be flawed or biased. While Alzai has evaluated its ML models for bias and performance consistency and will continue to do so, the continuous development, maintenance and operation of AI algorithms is expensive and complex, and may involve unforeseen challenges, including material performance problems and previously undetected defects or errors. Alzai cannot guarantee that the ML models underlying the Alzai Risk Screening Solution will not experience decay (also known as "model drift"), which may lead to decreased performance and accuracy over time if there is no human intervention to correct such decay. This may lead to inaccurate or biased outputs. If the determinations made by the Alzai Risk Screening Solutions, or potential future diagnoses, determinations or recommendations that use Alzai algorithms and ML models are deficient or inaccurate, we may be subject to legal liability, in addition to competitive, brand and reputational harm.

We rely on Management and need additional key personnel to grow our business, and the loss of key employees or inability to hire key personnel could harm our business

The Corporation's success depends on the contributions and abilities of senior officers and key employees. We also depend on our scientific and clinical collaborators and advisors, all of whom have outside commitments that may limit their availability to us. In addition, we believe that our future success will depend in large part upon our ability to attract and retain highly skilled scientific, managerial, medical, clinical, and regulatory personnel. We face significant competition for these types of personnel from other companies, research and academic institutions, government entities, and other organizations. We cannot predict our success in hiring or retaining the personnel we require for continued growth. The loss of the services of any of our executive officers or other key personnel could potentially harm our business, operating results or financial condition.

Failure to achieve projected milestones and other anticipated key events

From time to time, we expect that we will make public statements regarding the expected timing of certain milestones and key events. The actual timing of these events can vary dramatically due to a number of factors, such as delays with the regulatory approval process or failures in our technology. As a result, there can be no assurance that the Corporation's projects will advance or be completed in the time frames we announce or expect. If we fail to achieve one or more of these milestones or other key events as planned, our business could be materially adversely affected, and the price of our Common Shares could decline.

Risk of termination of the Mor and Ariel License Agreement

The Corporation's business is centred around the Alzai Risk Screening Solution, which relies on the Mor and Ariel Technology licensed to it under the Mor and Ariel License Agreement. The Corporation's rights and obligations are outlined in the Mor and Ariel License Agreement, and the Mor and Ariel License Agreement requires the Corporation to meet certain milestones set out in the development plan. As further detailed in the Mor and Ariel License Agreement, there are several circumstances under which Mor may terminate the agreement. If the Corporation's relationship with Mor were to terminate, the Corporation would not be able to distribute and commercialize the Alzai Risk Screening Solution and might not be able to enter into another license agreement with an entity with similar intellectual property on acceptable terms or at all. As a result, the Corporation could experience delays in its ability to distribute and commercialize its products or a similar technology, all of which would have a material adverse effect on the Corporation's business, results of operations and financial condition.

Further, any loss of significant rights, including exclusivity, would materially and adversely affect the Corporation’s commercialization of the Alzai Risk Screening Solution.

Risks of operating in Israel

The Subsidiary is located in Israel. Accordingly, political, economic and military conditions in and surrounding Israel may directly affect its business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. On October 7, 2023, the Islamic Resistance Movement (Hamas) launched a series of attacks on civilian and military targets in Israel. In response, on October 8, 2023, Israel’s security cabinet declared a state of war on Hamas. Since then, hostilities have expanded into a multi-front conflict involving Hezbollah in Lebanon, the Houthi movement in Yemen and direct military confrontations with Iran. In June 2025, Israel launched a coordinated military campaign into Iranian territory that included airstrikes on nuclear and missile infrastructure in Tehran, Isfahan and Natanz. Iran retaliated with multiple missile and drone attacks, striking central and northern Israel. In turn, there is a continued risk of regional escalation. In addition, there are significant ongoing hostilities in the Middle East, particularly in Syria and Iraq, which may impact Israel in the future. Furthermore, some neighbouring countries, as well as certain companies and organizations continue to participate in a boycott of Israeli firms and others who do business with Israel or with Israeli companies.

Any hostilities involving Israel, a significant increase in terrorism or the interruption or curtailment of trade between Israel and its present trading partners, or a significant downturn in the economic or financial condition of Israel, could materially adversely affect the Alzai and the Subsidiary’s operations. Ongoing and revived hostilities or other Israeli political or economic factors could have a material adverse effect on Alzai’s business, operating results and financial condition. Further, in the past, Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with Israel and Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or the expansion of our business. Campaigns of boycott, divestment and sanctions against Israel may also adversely impact our business.

Additionally, the Subsidiary must hold various approvals authorizing its activities in Israel. In order for the Subsidiary to carry on business operations in Israel, it must be registered with the Registrar of Companies and be registered with the Israel tax authorities. Although the Subsidiary believes that all such required registrations, certificates and licenses are in good standing as of the date of this Prospectus, if renewals or new permits, business licenses, or approvals are required in connection with the Subsidiary activities and are not granted or are delayed, or if existing permits, business licenses or approvals are revoked or substantially modified, the Subsidiary and consequently, Alzai, may suffer a material adverse effect. If new standards are applied to renewals or new applications, it could prove costly to the Subsidiary and Alzai to meet any new level of compliance.

Reliance on technology and AI

We rely heavily on technology platforms and systems to deliver the Alzai Risk Screening Solution and our services. Risks related to cybersecurity breaches, system failures, or disruptions could compromise patient data security, disrupt service delivery or result in reputational damage and legal liabilities.

Our reliance on AI technologies to deliver the Alzai Risk Screening Solution introduces certain risks that could impact our operations, financial performance and reputation. As regulations around AI evolve, including guidance from Staff of the Canadian Securities Administrators, the Corporation may face additional compliance obligations. Compliance with these laws and regulations can be complex, costly and time consuming, and non-compliance could result in penalties, legal challenges or reputational damage. The fast-paced nature of AI advances may render our current systems outdated, requiring substantial investments to maintain competitiveness.

Risks related to the Corporation’s investments in AI-based initiatives

The Corporation’s investments in AI-based initiatives introduce inherent risks associated with the development, deployment, and integration of AI technologies.

These initiatives may encounter challenges such as technological feasibility, scalability, and the timely adoption of AI solutions within the Corporation's products and services. Additionally, there are uncertainties regarding the efficiency and profitability of AI applications, which could impact the Corporation's financial performance and operational outcomes.

Use of generative AI

We may use generative AI tools in our business and expect to use generative AI tools in the future. Using generative AI tools to produce content that can be indistinguishable from that generated by humans is a relatively novel development, with many of the benefits, risks and liabilities still unknown.

We face and expect to continue to face allegations, and we may face claims regarding such allegations, from third parties of infringement of their intellectual property rights, or mandatory compliance with open source software or other license terms, with respect to software, or other materials or content we believe to be available for use, and not subject to license terms or other third-party proprietary rights. We could also be subject to claims from providers of generative AI tools if, for example, we use any of the generated materials in a manner inconsistent with their terms of use.

Any of these claims could result in legal proceedings and could require us to purchase a costly license, comply with the requirements of open source software license terms, or limit or cease using the implicated software, or other materials or content unless and until we can re-engineer such software, materials, or content to avoid infringement or change the use of, or remove, the implicated third-party materials, which could reduce or eliminate the value of our technologies and services. Our use of generative AI tools may also present additional security risks because the generated source code may have been modeled from publicly available code, or otherwise not subject to all of our standard internal controls, which may make it easier for hackers and other third parties to determine how to breach our website and systems that rely on the code. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect on our business, results of operations, financial condition and future prospects.

Risks related to technology and data breaches

The Corporation faces risks associated with technology and data breaches, including cybersecurity incidents or threats. Such breaches could lead to unauthorized access, theft, or compromise of sensitive data, including customer information. The potential consequences may include financial losses, reputational damage, legal liabilities, and regulatory penalties. Effective cybersecurity measures and response protocols are essential to mitigate these risks and safeguard the Corporation's operations and stakeholders. Given the unpredictability of the timing, nature and scope of information technology ("IT") disruptions and breaches, there can be no assurance that the security procedures and controls that the Corporation has implemented will be sufficient to prevent security incidents from occurring.

Any data breach or other event that leads to loss, damage, or unauthorized access to, or use, alteration, or disclosure or dissemination of customer information, our intellectual property, proprietary business information, or other confidential or proprietary information, could harm our reputation directly, enable competitors to compete with us more effectively, compel us to comply with federal breach notification laws and foreign law equivalents, subject us to mandatory corrective action and otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information, which could result in significant legal and financial exposure and reputational damage that could potentially have an adverse effect on our business. Notifications and follow-up actions related to a security incident could impact our reputation, and we could incur substantial costs, including legal and remediation costs, in connection with these measures and otherwise in connection with any actual or suspected security breach.

The Corporation expects to incur costs in an effort to detect and prevent security incidents and otherwise implement our internal security measures, and actual, potential, or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants.

Information systems security threats

The Corporation has entered into agreements with third parties for hardware, software, telecommunications, and other IT services in connection with its operations. The Corporation's operations depend, in part, on how well it and its suppliers protect networks, equipment, IT systems, and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism, and theft. The Corporation's operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Corporation's reputation and results of operations.

The Corporation has not experienced any material losses to date relating to cyber-attacks or other information security breaches, but there can be no assurance that the Corporation will not incur such losses in the future. The Corporation's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, the Corporation may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

The Corporation may seek to expand its business and operations into jurisdictions outside of Canada, and there are risks associated with doing so

The Corporation may in the future expand its operations and business into jurisdictions outside of Canada. There can be no assurance that any market for the Corporation's products will develop in any such foreign jurisdiction. The Corporation may face new or unexpected risks or significantly increase its exposure to one or more existing risk factors, including:

multiple, conflicting and changing laws and regulations related to intellectual property, privacy, artificial intelligence and healthcare;
requirements to maintain data and the processing of that data on servers located within such jurisdictions;
complexities associated with managing differing payor regimes;
restrictions on the use of Alzai’s product by clinicians, healthcare providers and payors;
natural disasters, political and economic instability, including wars, terrorism, political unrest, outbreak of disease, boycotts, curtailment of trade and other market restrictions; and
effects of competition.

These factors may limit the Corporation's capability to successfully expand its operations and may have a material adverse effect on the Corporation's business, financial condition and results of operations.

Risks related to changes in legislation and regulation

The Corporation realizes that changes in legislation and regulatory frameworks, particularly those concerning privacy, data security, protection, and AI technologies, pose risks to the Corporation's operations and compliance efforts. Regulatory developments may require adjustments to the Corporation's business practices, data handling procedures, and AI applications. The use of ML technology in the Alzai Risk Screening Solution and future Alzai products may expose us to increased risk of regulatory enforcement and litigation.

As regulatory authorities continue to develop and incorporate principles regarding use of AI into their regulation of ML medical devices, it is possible that medical products using AI and ML will become subject to significant additional oversight, including with respect to pre-market review, modification, monitoring, consumer transparency and disclosures, maintenance and device performance.

Legislative bodies in Canada, the United States and the EU are working on legislation and regulations to encourage the development and use of ethical and safe AI technologies, and the future interpretation and application of these regulations may affect our use of AI technology and our ability to provide, improve, or commercialize our business. In addition, future regulations may require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, financial condition, or results of operations. New laws and regulations may also limit our ability to use our ML models or might require us to make changes to our technology that decreases our operational efficiency, increases operating costs or hinders our ability to market the Alzai Risk Screening Solution.

Failure to adapt to regulatory changes or comply with evolving requirements could result in legal sanctions, operational disruptions, and reputational harm. There can be no assurance that the Alzai Risk Screening Solution will meet future legislative or regulatory requirements. Staying informed about regulatory changes and implementing proactive compliance strategies across current and future markets that Alzai may enter is essential to navigating these risks effectively.

Failure to integrate the Alzai Risk Screening Solution with, and ensure its interoperability across, other operating systems, software, hardware, web browsers and networks

As noted, the commercialization of the Alzai Risk Screening Solution will require the Corporation to (i) develop a product platform that will be able to deliver the Alzai Risk Screening Solution securely in the cloud or on a local server and/or (ii) integrate the Alzai Risk Screening Solution into existing AI products. Accordingly, the future profitability of Alzai is dependent on the ability of Alzai to integrate its platform and the Alzai Risk Screening Solution into operating systems, software, hardware, networks and web browsers that Alzai may or may not control. If Alzai is unable to successfully integrate the Alzai Risk Screening Solution or its platform, the Corporation’s business and financial condition may be materially and adversely affected. Further, even if integration of the Alzai Risk Screening Solution and/or the operation of the product platform is initially successful, any changes in these systems or networks that degrade the functionality of the Alzai Risk Screening Solution or the platform it is operating on, impose additional costs or requirements on Alzai or give preferential treatment to competitive services could materially and adversely affect usage of the Alzai Risk Screening Solution. Given the nature of Alzai’s business and the pace of technological change, Alzai may be unsuccessful in attempting to keep up with changing systems or the cost of doing so could be prohibitive, either of which could also adversely affect Alzai’s business.

Market acceptance by physicians, patients, and the medical community necessary for commercial success

Even if the Alzai Risk Screening Solution receives the necessary regulatory approval, the commercial success of our technology depends on the degree of market acceptance by physicians, patients and others in the medical community. The utilization of artificial intelligence for diagnostic and decision-making support is new, and physicians may not recognize the need for, or benefits of, the Corporation’s platform. This may prompt them to reject or cease use of its platform or decide to adopt alternative products and services to satisfy their requirements.

We do not have a sales or marketing infrastructure and have little experience in the marketing or distribution of AI technology. To achieve commercial success for any approved product for which we retain sales and marketing responsibilities, we must either develop a sales and marketing organization, sales and marketing software solutions, or outsource these functions to third parties. In the future, we may choose to build a focused sales, marketing, and commercial support infrastructure to market the Alzai Risk Screening Solution, if and when it is approved. We may also elect to enter collaborations or strategic partnerships with third parties to engage in commercialization activities with respect to the Alzai Risk Screening Solution, although there is no guarantee we will be able to enter into these arrangements even if the intent is to do so.

Intellectual property and licenses

The Corporation’s success is heavily dependent on the Corporation’s intangible properties and technologies, and will depend in part on its ability to protect and maintain its intellectual property rights. No assurance can be given that the patents with respect to the Corporation’s AI technology the Corporation will not be challenged, invalidated, infringed or circumvented, nor that the patents will provide competitive advantages to the Corporation.

Third parties may challenge, invalidate, circumvent, infringe or the Corporation’s intellectual property and such intellectual property may be lost or no longer sufficient to permit the Corporation to take advantage of current market trends or to otherwise provide competitive advantages. The Corporation’s competitors may independently develop similar technology, duplicate the Corporation’s product, services, or design and in such cases, the Corporation may not be able to assert its intellectual property rights against such parties. The Corporation could potentially incur substantial legal costs in defending legal actions which allege patent infringement or by instituting patent infringement suits against others. Litigation or other legal proceedings relating to intellectual property claims, with or without merit, is generally expensive and time consuming and is likely to divert significant resources from the Corporation, including distracting our technical and management personnel from their normal responsibilities. The Corporation’s commercial success also depends on the Corporation not infringing patents or proprietary rights of others.

There can be no assurance that the Corporation will be able to maintain such licenses that it may require to conduct its business or that such licences have been obtained at a reasonable cost. Furthermore, there can be no assurance that the Corporation will be able to remain in compliance with any such licenses. Consequently, there may be a risk that such licenses may be withdrawn with no compensation or penalties to the Corporation. Disputes may arise regarding intellectual property, including software and data, that is subject to a licensing agreement, including the scope of rights granted under the license agreement and other interpretation-related issues. In addition, the agreements under which the Corporation currently licenses intellectual property or technology from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what the Corporation believes to be the scope of the Corporation’s rights to the relevant intellectual property or technology or increase what the Corporation believes to be the Corporation’s financial or other obligations under the relevant agreement. If these events were to occur, the Corporation may lose the right to continue to use and exploit such licensed intellectual property or technology in connection with the Corporation’s operations and solutions, which could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

Enforcement of intellectual property in other jurisdictions

The laws of foreign countries may not protect intellectual property rights to the same extent as the laws of Canada or Israel. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions.

The legal systems of some countries, particularly developing countries, do not favor the enforcement of patents and other intellectual property protection. This could make it difficult to stop the infringement or other misappropriation of the Corporation’s intellectual property rights. For example, several foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, some countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, patents and trade secrets may provide limited or no benefit.

Most jurisdictions in which the Corporation intends to apply for patents have patent protection laws similar to those of Canada or Israel, but some of them do not. For example, the Corporation may do business in the future in countries that may not provide the same or similar protection as that provided in Canada or Israel.

Proceedings to enforce patent rights in foreign jurisdictions could result in substantial costs and divert the Corporation’s efforts and attention from other aspects of its business. Accordingly, efforts to protect intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in Canada, the US, and foreign countries may affect the Corporation’s ability to obtain adequate protection for its technology and the enforcement of its intellectual property.

Regulatory approvals

While the Corporation intends to initially target the research and development market, the Corporation may expand the use of the Alzai Risk Screening Solution to the use of diagnosis of AD and accordingly, may be subject to regulation by Health Canada, the FDA or other comparable international agencies.

The process of obtaining regulatory clearances to market a medical device can be costly and time consuming and Alzai may not be able to obtain these clearances or approvals on a timely basis, if at all. If the Alzai Risk Screening Solution or any of Alzai’s current or future products are subject to regulation by Health Canada, the FDA or other comparable international agencies, Alzai will be subject to a number of requirements related to registration, listing, or quality system regulations. Failure to comply with these requirements may subject Alzai to a range of enforcement actions, as well as significant adverse publicity. If Alzai fails to obtain or experience significant delays in obtaining regulatory approvals for the Alzai Risk Screening Solution or any other products of Alzai, such products may not be able to be launched or successfully commercialized in a timely manner, or at all.

For example, if the Alzai Risk Screening Solution is considered a medical device in Canada, Health Canada may require Alzai to stop selling the Alzai Risk Screening Solution until Alzai obtains the requisite licenses. At a minimum, this will take a few months to obtain. If the Alzai Risk Screening Solution is considered a medical device in the United States, Alzai may need 510(k) clearance, approval of a pre-market approval application or to be granted De Novo classification pursuant to the United States’ Federal Food, Drug, and Cosmetic Act. The length of time and cost to receive this clearance may be prohibitively long and high, and it may be impractical or impossible to pursue either or all these regulatory routes. Alzai may need to make a determination and document its conclusion regarding the necessity of further regulatory review before marketing the Alzai Risk Screening Solution, or modifications of it, in the United States. The FDA may review such determinations and may not agree with Alzai’s decision. If Alzai is found to be marketing its products for off-label uses or indications for use that have not received the requisite clearances, approvals, De Novo classifications, or certifications, Alzai may become subject to FDA and other competent authorities’ enforcement action or have other resulting liability. Similarly, if the Alzai Risk Screening Solution is considered a medical device in Europe, Alzai might need to comply with the European Union (“EU”) Medical Device Regulation (Regulation (EU) 2017/745). Compliance is a prerequisite to receiving a CE mark (i.e., a European Conformity marking), without which medical devices cannot be sold or marketed in the EU.

Furthermore, if the FDA or the competent authorities in the EU member states and European Economic Area countries determine that Alzai’s promotional materials or training constitute promotion of a use which is unapproved, not cleared, not covered by the De Novo classification order, not covered by a CE mark, or not in compliance with other regulatory authorities’ requirements, they may request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, an injunction, product seizures, consent decrees, civil fines, criminal penalties, import detention, import refusals, or import alerts.

Other foreign jurisdictions have laws and regulations similar to those described above, which may adversely affect Alzai’s ability to market its products as planned in such countries. The number and scope of these requirements is increasing and the cost and time required to comply with such regulatory requirements may be substantial. The foreign requirements may have a material adverse effect on the commercial viability of Alzai’s operations. There is no guarantee that Alzai will obtain the necessary authorization(s) required to make the Alzai Risk Screening Solution commercially viable. Furthermore, failure to receive regulatory approval may erode confidence among patients, physicians and other members of the medical community, potentially resulting in the rejection of our platform and the adoption of alternative products and services instead. Such failure may also affect the strength of our brand and our reputation in the medical community, both of which are essential to the commercial success of our technology.

Continued extensive regulatory oversight

Medical devices are subject to extensive regulation by Health Canada in Canada, the FDA in the United States, the European Commission or comparable regulatory agencies in other territories where we do or may do business. If any of our products are approved by Health Canada, the FDA, the European Commission, or other comparable foreign regulatory agencies, we may need to file various reports in a timely manner if required by the regulator. If these reports are not filed, regulators may impose sanctions and sales of our products may suffer. Further, we may be subject to product liability or regulatory enforcement actions, all of which could harm our business, financial condition and results of operations. Failure to conduct or complete timely post-approval studies in compliance with applicable regulations, update the product labeling, or comply with other post-approval requirements could result in withdrawal of approval, which would harm our business, financial condition and results of operations.

Additionally, Alzai will need to generally comply with the applicable healthcare laws. These laws may affect Alzai’s sales, marketing and other promotional activities and may limit the kinds of financial arrangements that Alzai can develop with hospitals, clinicians or other potential purchaser or users of the Alzai Risk Screening Solution. These laws may also affect how Alzai structures its sales, including the type of clinician and user support, education and training programs and other service arrangements that Alzai must offer. For example, if the Alzai Risk Screening Solution is offered in the United States, Alzai may be subjected to state payment reporting, anti-kickback and false claims laws that may apply to services reimbursed by third-party payors, including private insurers. Alzai may also be subject to laws that require compliance with the medical device industry’s guidelines and the relevant compliance guidelines implemented by the Canadian or other national governments, many of which differ from each other in significant ways and may not have the same effect, thus further complicating compliance efforts.

Due to the breadth of these laws, it is possible that some of our future activities could be subject to challenge under one or more of such laws. Any government investigation, even if we successfully defend against it, will require the expenditure of significant resources, is likely to generate negative publicity, harm our reputation and potentially our financial condition and divert the attention of Alzai’s management.

Future regulatory oversight

As part of the Corporation’s business strategy, we may explore the use of the Alzai Risk Screening Solution for patient care. This may require compliance with Health Canada’s medical device regulatory framework, including obtaining a SaMD licence. This may involve the need for significant evidence-generation, including detailed software verification and validation, performance testing and clinical evidence to support any diagnostic claims. The licensing process can be costly and unpredictable, and timelines may vary depending on the level of review and any additional information requested by Health Canada. Regulatory authorities have substantial discretion and may determine that the Corporation’s evidence is insufficient, requiring additional technical and clinical data. Delays or failure to obtain a device licence could significantly harm the business, results of operations, and future revenue growth prospects.

Regulatory expectations for SaMD, including those incorporating AI or ML technologies, continue to evolve, and future changes to applicable laws, standards, or guidance documents may introduce additional regulatory compliance obligations. Any such developments may increase the time or resources required to obtain or maintain regulatory approvals and could adversely affect the Corporation’s business.

Alzai may need to train its ML algorithm on U.S. data

The Corporation is further validating the Alzai Risk Screening Solution algorithm using additional data from U.S. healthcare systems. If the validation indicates that performance is materially affected by jurisdiction-specific factors, the Corporation may need to train its models using data representative of the target population. Training and related updates to Alzai’s algorithms may require additional resources to develop, test and update the platform and the Alzai Risk Screening Solution. There is no guarantee that any training will be cost-effective or that it will produce the requisite improvements to operate in a given jurisdiction. The Corporation may also be unable to secure sufficient rights to appropriate data or may otherwise lack the resources required to complete training when needed. If the Corporation is unable to train or update the Alzai Risk Screening Solution as required, the product may become non-competitive or obsolete, which may reduce revenue and negatively impact the Corporation’s business and results of operations.

Reliance on third-party Research Organizations

The Corporation does not have the ability to independently conduct clinical trials or other studies that may be required to obtain FDA and other regulatory clearance or approval for future diagnostic products. Accordingly, the Corporation expects that it would rely on third parties, such as Research Organizations, to conduct such studies if needed. The Corporation’s reliance on these third parties for clinical and other development activities would reduce its control over these activities. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, if the third parties need to be replaced or if the quality or accuracy of the data they obtain is compromised, the Corporation may not be able to obtain regulatory clearance, authorization, approval or certification. Even if these approvals or certifications are only delayed, Alzai’s target market may be reduced and our ability to realize our full market potential of the Alzai Risk Screening Solution may be unrealized.

Failure to meet the expectations of future patients and physicians

The future success of the Alzai Risk Screening Solution in patient care depends in part on patients' and physicians' confidence that our service can provide reliable, high-quality screening that will benefit patients, and our ability to comply with applicable privacy and data security requirements.

We believe that patients, physicians and third-party payers are likely to be particularly sensitive to our use of data, as well as product defects and errors in the use of our technology, including if our products fail to detect clinical relevant information with high accuracy or if we fail to comply with applicable privacy and data security laws, and there can be no guarantee that we will be successful in this regard. Furthermore, if our competitors' screening technology does not perform to expectations or if they fail to comply with applicable laws and regulations, it may result in lower confidence in us as well. As a result, the failure of our screening technology or our competitors' screening technology to perform as expected, or failure by us or our competitors to comply with applicable laws and regulations, could significantly impair our operating results and our reputation. In addition, we may be subject to legal claims arising from any such failures, including claims that defects or errors in our screening technology led to injury or death. Confidence in us, as well as the strength of our brand and reputation, could also be eroded by perceived failures by us or our competitors, even absent any evidence of failure or wrongdoing.

Coverage and reimbursement from government healthcare programs, private health insurers and other payors

Alzai believes the Alzai Risk Screening Solution has the capability to be a non-invasive diagnostic tool that could replace current invasive, expensive and inconvenient diagnostic methods. However, the future ability of the Corporation's customers or its collaborators to commercialize diagnostic tests based on the Alzai Risk Screening Solution, will depend in part on the extent to which coverage and reimbursement for these tests will be available from government health care programs, private health insurers and other third-party payors. Government authorities and third-party payors have attempted to control costs by limiting coverage and the amount of payments for particular products and procedures. The Corporation cannot be certain that coverage will be available for any diagnostic tests based on the Alzai Risk Screening Solution, and, if coverage is available, the level of reimbursement. Payor coverage and reimbursement decisions may impact the demand for those tests. If coverage is not available or the reimbursement amount is inadequate, any tests for which marketing authorization is received may not be able to be successfully commercialized.

Additionally, changes in the healthcare systems in the United States or other countries, including retroactive and prospective rate and coverage criteria changes, competitive bidding or tender processes for certain products and services, and other changes intended to reduce expenditures along with uncertainty about whether and how changes may be implemented, could have a negative impact on the demand for the Alzai Risk Screening Solution. We are unable to predict whether other healthcare policies, including policies stemming from legislation or regulations affecting our business may be proposed or enacted in the future, what effect such policies would have on our business, or what effect ongoing uncertainty about these matters will have on the purchasing decisions of our customers.

Our collection, processing, use and disclosure of personally identifiable information, including patient and employee information, is subject to privacy and security regulations

The privacy and security of personally identifiable information and/or protected health information stored, maintained, received or transmitted, including electronically, is a major issue in Canada, the United States and abroad. We collect, process, maintain, retain, evaluate, utilize and distribute large amounts of personal health and financial information and other confidential and sensitive data about our customers, employees and others in the ordinary course of our business.

Alzai is subject to applicable Canadian privacy laws regarding its handling of patient, corporate customer and employee data. Among other things, Canada's Personal Information Protection and Electronic Documents Act and its substantially similar provincial counterparts, govern the collection, use and disclosure of personal information in the course of Alzai's commercial activities. As Alzai's business is integrated in the healthcare industry, the Corporation is also subject to provincial health privacy legislation in the provinces in which we operate, which govern the collection, use and disclosure of patient personal health information by healthcare providers and their service providers.

These privacy laws impose various obligations on Alzai and restrict its collection, use and disclosure of personal information. Additionally, these laws require Alzai to safeguard the personal information in its custody and control and enable individuals to exercise various rights, such as the ability to access and correct their personal information, or to withhold or revoke their consent. In the future, Alzai may also be subject to data privacy and security laws in the United States, such as HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009.

Although Alzai endeavors to comply with all applicable data privacy and security obligations, Alzai may at times fail, or be perceived to have failed, to have complied with such obligations and could face significant consequences. These consequences may include, but are not limited to, government enforcement actions, investigations and other proceedings; additional reporting requirements and/or oversight; bans on processing personal data; orders to destroy or not use personal data; and imprisonment of company officials. Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: interruptions or stoppages in our business operations; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or revision or restructuring of our operations.

Concerns about and claims challenging our practices with regard to the collection, use, retention, disclosure or security of personally identifiable information, protected health information, or other privacy-related matters, even if unfounded and even if we are in compliance with applicable laws, could also damage our reputation and harm our business, financial condition and results of operations.

Changes in laws or regulations relating to privacy and data protection, or any actual or perceived failure by the Corporation to comply with such laws and regulations, or contractual or other obligations relating to, privacy and data protection could adversely affect the Corporation's business.

The Corporation receives, generates and stores significant and increasing volumes of sensitive information, notably, personal and health information of the Corporation's employees, its patients, corporate customers and any end users of health services. The Corporation is and will increasingly be subject to a variety of laws, directives and regulations, as well as contractual obligations relating to the collection, use, retention, security, disclosure, de-identification and other processing of personal information in the jurisdictions in which the Corporation operates. The regulatory framework for privacy, data protection and data transfers is rapidly evolving and is likely to remain uncertain for the foreseeable future.

Complying with evolving Canadian laws, regulations or other obligations relating to privacy, data protection, data transfers, data localization, or information security may cause the Corporation to incur substantial operational costs or require the Corporation to modify its data practices. Non-compliance could result in proceedings against the Corporation by governmental entities or others, could result in substantial fines or other liability, and may otherwise adversely affect the Corporation's business, financial condition and results of operations.

Although the Corporation endeavors to comply with its published policies concerning the Corporation's data privacy practices, the Corporation may at times fail to do so or be alleged to have failed to do so. The publication of the Corporation's privacy policies that provide promises and assurances about privacy and security can subject the Corporation to potential government or legal action if they are found to be deceptive, unfair, or misrepresentative of the Corporation's actual practices. Any failure, real or perceived, by the Corporation to comply with its posted privacy policies or with any regulatory requirements, certifications or orders, or other privacy laws and regulations applicable to the Corporation could cause patients to reduce their use of the Corporation's products and services and could materially and adversely affect the Corporation's business. In many jurisdictions, enforcement actions and consequences for noncompliance can be significant and are rising.

Additionally, some Canadian privacy laws require companies to notify individuals of security breaches involving personal information (including personal health information), which could result from breaches experienced by the Corporation or its service providers. Any actual or perceived security breach could harm the Corporation's reputation and brand, expose the Corporation to potential liability, result in a fine or require the Corporation to expend significant resources on data security and in responding to any such actual or perceived breach.

Any contractual protections the Corporation may have from its service providers may not be sufficient to adequately protect the Corporation from any such liabilities and losses, and the Corporation may be unable to enforce any such contractual protections.

In addition to government regulation, the Corporation’s patients and prospective corporate customers have required, and may in the future require, the Corporation to comply with certain privacy, data protection and information security standards, including with respect to the Corporation’s data encryption practices, and the Corporation may undertake contractual commitments to adhere to such standards.

The Corporation expects that there will continue to be new proposed laws (including amendments to laws) and regulations and guidance concerning privacy, data protection and information security, and the Corporation cannot yet determine the impact such future laws, regulations, standards and guidance may have on the Corporation’s business. New laws, amendments to or re-interpretations of existing laws, regulations, industry standards, guidance, contractual obligations, corporate customer expectations and other obligations may require the Corporation to incur additional costs and restrict the Corporation’s business operations. Because the interpretation and application of laws, standards, contractual obligations and other obligations relating to privacy and data protection are still uncertain, it is possible that these obligations may be interpreted and applied in a manner that varies by jurisdiction and/or that is inconsistent with the Corporation’s data privacy policies and procedures, including with respect to the Corporation’s data encryption practices, or the features of the Corporation’s platform. If so, the Corporation may face fines, lawsuits, regulatory investigations, imprisonment of Corporation officials and public censure, other claims and penalties, significant costs for remediation and damage to the Corporation’s reputation. The Corporation could also be required to fundamentally change its business activities and practices, which could adversely affect the Corporation’s business. The Corporation may be unable to make such changes and modifications in a commercially reasonable manner, or at all. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, policies and guidance that are applicable to the businesses of the Corporation’s patients and corporate customers may limit the use and adoption of, and reduce the overall demand for, the Corporation’s services. Any inability to adequately address privacy, data protection, or information security-related concerns, even if unfounded, or to successfully negotiate related contractual terms with corporate customers, or to comply with applicable laws, regulations, policies, standards and guidance relating to privacy, data protection and information security, including those with which the Corporation elects to comply, could result in additional cost and liability to the Corporation, harm the Corporation’s reputation and brand, damage the Corporation’s relationship with important providers and adversely affect the Corporation’s business, financial condition and results of operations.

Failure to penetrate the AD diagnostics market

Alzai believes the Alzai Risk Screening Solution has the capability to be a non-invasive diagnostic tool that could replace current invasive, expensive and inconvenient diagnostic methods. Serving the diagnostic market entails significant risks, including but not limited to, significant investments in product development, marketing and sales activities, regulatory compliance, reimbursement and billing activities and infrastructure to support the foregoing; navigating regulatory frameworks, including FDA regulations and equivalent agencies internationally; or competition from products that may offer superior performance, pricing of convenience. Alzai’s progress in penetrating the diagnostics market may be slower than it intends and may require a substantially larger investment than it expects. If Alzai is unable to manage these risks effectively, its efforts to penetrate the diagnostics market may be unsuccessful and its business, operating results and financial condition could suffer.

The industry in which Alzai operates in is subject to rapid change, which could make the Alzai Risk Screening Solution and any future products that Alzai develops obsolete

The healthcare technology industry is characterized by rapid changes, including technological and scientific breakthroughs, frequent new product introductions and enhancements and evolving industry standards, any of which could make Alzai’s current and future products obsolete. The Corporation’s future success will depend on its ability to keep pace with the evolving needs of customers on a timely and cost-effective basis, and to pursue new market opportunities that develop because of scientific and technological advances. The Corporation will need to continuously enhance the Alzai Risk Screening Solution and develop new products to keep pace with the evolving product market.

If Alzai fails to update its product offerings to reflect new scientific knowledge, information about new therapies or relevant clinical trials, or insights regarding the current treatment landscape for applicable indications and advances in computational biology, software development, and AI, the Alzai Risk Screening Solution could become obsolete, resulting in Alzai’s failure to grow as expected. Further, to the extent that pharmaceutical or biotechnology companies are able to develop therapies or technologies that eradicate or substantially limit the incidence of AD/ADRD, the market for the Alzai Risk Screening Solution could disappear entirely.

Contribution to adverse medical events

If the Alzai Risk Screening Solution is approved for commercialization, Alzai may be subject to medical device reporting regulations, that might require us to report to Health Canada, the FDA or other comparable regulatory authorities when we receive or become aware of information that reasonably suggests that an Alzai product may have caused or contributed to a death or serious injury, or malfunctioned in a way that, if it were to reoccur, could cause or contribute to death or serious injury. Given the infancy of the Alzai Risk Screening Solution, there is no guarantee of the predictive performance of the Alzai Risk Screening Solution. Further, there is no guarantee that the Alzai Risk Screening Solution and the risk scores it produces will not lead to any adverse medical outcomes.

Alzai may fail to report within any prescribed timeframe events of which we become aware. If we fail to comply with reporting obligations, Health Canada, the FDA or other regulatory bodies take actions, including but not limited to, administrative actions, criminal prosecution or imposition of civil monetary penalties. Regulatory bodies also have the authority to require the recall of products in the event of material deficiencies or defects in design or manufacture of a product or in the event that a product poses an unacceptable risk to health. We may also voluntarily recall a product if we determine that such reasonable probability exists, or otherwise, if any material deficiency is found.

Depending on the corrective action we take to redress a product’s deficiencies or defects, the FDA or foreign regulatory authorities or bodies may require, or we may decide, that we need to obtain new clearances, approvals, classifications, or certifications for the Alzai Risk Screening Solution before we may market or distribute it again. If we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action. Additionally, we may be subject to legal claims arising from any adverse outcomes stemming from the use of the Alzai Risk Screening Solution, including claims that defects or errors in the Alzai Risk Screening Solution led to injury or death. Confidence in us, as well as the strength of our brand and reputation, could also be eroded by perceived failures by us, even absent any evidence of failure or wrongdoing.

Market adoption

The market for AD/ADRD diagnostic tools is competitive and rapidly evolving. We face significant competition from both existing companies and new entrants. If our competitors develop technologies or products faster or more efficiently than we do, our ability to develop and successfully commercialize products may be adversely affected. Moreover, rapid technological changes and limited adoption by our target market poses additional risks.

Competition

All aspects of the Corporation’s business will be subject to competition from other parties. Many of the Corporation’s competitors for capital to finance such activities, will include companies that have greater financial personnel resources available to them than the Corporation. Competition could adversely affect the Corporation’s ability to acquire suitable properties or prospects in the future.

Public health crises

The Corporation may be adversely affected by public health crises and other events outside its control. Public health crises, such as epidemics and pandemics, acts of terrorism, war or other conflicts and other events outside of the Corporation’s control, may adversely impact the activities of the Corporation as well as operating results.

In addition to the direct impact that such events could have on the Corporation’s facilities and workforce, these types of events could negatively impact capital expenditures and overall economic activity in impacted regions or, depending on the severity of the event, globally, which could impact the demand for and prices of commodities, interest rates, credit ratings, credit risk and inflation.

Language consideration

Certain of the Corporation’s directors and executive officers are either fluent or conversant in Hebrew. Local business in Israel is conducted largely in Hebrew and the members of Management located in Israel who deal directly with employees in Israel and external consultants are all native or fluent Hebrew speakers. In addition, the senior management team and the Corporation’s advisors in Israel are fluent in English. Furthermore, Alzai’s management team operates entirely in English and has done so throughout their professional careers. Accordingly, all Board meetings, management discussions, and conference calls are conducted in English. Each member of Management is fully fluent in English, and no communication barriers exist between management, advisors or staff due to language.

Regarding formal procedures, while there is no separate “language communication plan”, Alzai ensures that all internal and external communications relevant to Management, the Board of Directors and any advisors are conducted in English. This approach effectively mitigates any potential communication-related issues and eliminates any risks associated with language proficiency.

Tax consequences

Prospective investors should be aware that the purchase of any of Alzai’s securities may have tax consequences in Canada and other jurisdictions. Prospective investors should consult with their own independent tax advisor before purchasing any of Alzai’s securities.

Changes in tax and accounting requirements

The Corporation is subject to numerous tax and accounting requirements, and changes in existing accounting or taxation rules or practices, or varying interpretations of current rules or practices, could have a significant adverse effect on the Corporation’s financial results, the manner in which it conducts its business, or the marketability of any of its products. In the future, the geographic scope of the Corporation’s business may expand, and such expansion will require the Corporation to comply with the tax laws and regulations of multiple jurisdictions. Requirements as to taxation vary substantially among jurisdictions. Complying with the tax laws of these jurisdictions can be time consuming and expensive and could potentially subject the Corporation to penalties and fees in the future if the Corporation were to inadvertently fail to comply. In the event the Corporation was to inadvertently fail to comply with applicable tax laws, this could have a material adverse effect on the business, results of operations, and financial condition of the Corporation.

Management may not be able to successfully implement adequate ICFR

Proper systems of internal controls over financial accounting and disclosure are critical to the operation of a public company. However, the Corporation does not expect that its disclosure, controls, and procedures or ICFR will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. If the Corporation cannot provide reliable financial reports or prevent fraud, its reputation and operating results could be materially adversely affected, which could cause investors to lose confidence in the Corporation’s reported financial information, which in turn could result in a reduction in the value of the Common Shares.

Limited experience with the requirements and demands of managing a publicly-traded company

Management has historically operated the business of the Corporation as a privately-owned company. The individuals who will constitute Alzai’s senior management team have had limited experience in managing a publicly-traded entity. The Corporation will be required to develop control systems and procedures required to operate as a public company, and these systems and procedures could place a significant strain on the Corporation’s management systems, infrastructure, and other resources. The Corporation can provide no assurances that its Management’s past experience will be sufficient to enable the Corporation to successfully operate as a public company. Although Management has engaged a number of professional service providers to assist the Corporation with complying with its continuous disclosure, filing, and other requirements applicable to public entities, if Management of the Corporation is unable to satisfactorily manage the Corporation as a public entity and ensure that it remains in compliance with all continuous disclosure and other requirements applicable to public entities, a material adverse effect on the Corporation’s business, financial condition, and results of operations could occur.

The Corporation may become subject to liability arising from any fraudulent or illegal activity by its employees, contractors, and consultants

The Corporation is exposed to the risk that its employees, independent contractors, and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to the Corporation that violates: (i) government regulations; (ii) manufacturing standards; (iii) federal and provincial healthcare fraud and abuse laws and regulations; or (iv) laws that require the true, complete, and accurate reporting of financial information or data. It is not always possible for the Corporation to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Corporation to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Corporation from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Corporation, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of the Corporation’s operations, any of which could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

Operating risk and insurance coverage

The Corporation has insurance to protect its assets, operations, and employees. While the Corporation believes its insurance coverage addresses all material risks to which it is exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Corporation is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Corporation’s liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Corporation were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Corporation were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations, and financial condition could be materially adversely affected.

Management of growth

The Corporation may be subject to growth-related risks, including capacity constraints and pressure on its internal systems and controls. The ability of the Corporation to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train, and manage its employee base. The inability of the Corporation to deal with this growth may have a material adverse effect on the Corporation’s business, financial condition, results of operations, and prospects.

Conflicts of interest

The Corporation may be subject to various potential conflicts of interest because of the fact that some of its officers and directors may be engaged in a range of business activities. In addition, the Corporation’s executive officers and Directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Corporation. In some cases, the Corporation’s executive officers and Directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Corporation’s business and affairs and that could adversely affect the Corporation’s operations. These business interests could require significant time and attention of the Corporation’s executive officers and Directors. In addition, the Corporation’s executive officers and Directors control a large percentage of Common Shares and may have ability to control matters affecting the Corporation.

The Corporation may also become involved in other transactions which conflict with the interests of its Directors and the officers who may from time to time deal with persons, firms, institutions, or companies with which the Corporation may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Corporation. In addition, from time to time, these persons may be competing with the Corporation for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws.

In particular, in the event that such a conflict of interest arises at a meeting of the Corporation’s Directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the Directors of the Corporation are required to act honestly, in good faith, and in the best interests of the Corporation.

Certain Directors are not resident in Canada

The presence of non-resident Directors on our Board brings valuable global perspectives and expertise to the Corporation. However, the non-residence status may limit the ability of such non-resident Directors to engage in local activities and attend in-person Board meetings, potentially affecting the efficiency of our corporate governance processes. While this diversifies our Board and enhances our risk management practices, it may pose challenges in terms of accessibility to Canadian shareholders, regulators, and stakeholders. Timely responses to inquiries and requests for information could be impacted, potentially affecting our reputation and investor confidence.

In certain circumstances, the Corporation’s reputation could be damaged

Damage to the Corporation’s reputation could be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish, and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views in respect to the Corporation and its activities, whether true or not. Although the Corporation believes that it operates in a manner that is respectful to all stakeholders and that it takes care in protecting its image and reputation, the Corporation does not ultimately have direct control over how it is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Corporation’s overall ability to advance its projects, thereby having a material adverse impact on financial performance, financial condition, cash flows, and growth prospects.

Our business may be impacted by changes in general economic conditions

Our business is subject to risks arising from changes in domestic and global economic conditions, including adverse economic conditions in markets in which we operate, which may harm our business. If our future customers significantly reduce spending in areas in which our technology and products are utilized, or prioritize other expenditures over our technology and products, our business, financial condition, results of operations and prospects would be materially adversely affected.

Disruption to the global economy could also result in a number of follow-on effects on our business, including a possible slow-down resulting from lower customer expenditures; inability of customers to pay for products on time, if at all; more restrictive export regulations which could limit our potential customer base; negative impact on our liquidity, financial condition and share price, which may impact our ability to raise capital in the market, obtain financing and secure other sources of funding in the future on terms favorable to us.

In addition, the occurrence of catastrophic events, such as war, hurricanes, storms, earthquakes, tsunamis, floods, medical epidemics, or pandemics or epidemics and other catastrophes that adversely affect the business climate in any of our markets could have a material adverse effect on our business, financial condition and results of operations.

Exposure to fluctuations in currency exchange rates

We incur expenses in Canadian dollars and Israeli new shekels but our financial statements are denominated in Canadian dollars. Accordingly, we face exposure to adverse movements in currency exchange rates. Our foreign operations will be exposed to foreign exchange rate fluctuations as the financial results are translated from the local currency into Canadian dollars upon consolidation. Fluctuations in the value of the Israeli new shekel relative to the Canadian dollar have caused and will continue to cause currency transaction gains and losses.

Risks Related to the Common Shares and the Offering

No prior public market for Common Shares or Warrants

Prior to the Offering, no public market existed for the Common Shares or Warrants. An active and liquid market for the Common Shares might not develop following the completion of the Offering or, if developed, might not be maintained. If an active public market does not develop or is not maintained, investors might have difficulty selling their Common Shares.

The initial public Offering Price of Common Shares will be determined by negotiations between us and the Agent for the Offering and may not be indicative of the price at which the Common Shares will trade following the completion of the Offering. We cannot assure investors that the market price of Common Shares will not materially decline below the initial public Offering Price.

Additional regulatory burden

Prior to the Offering, we have not been subject to the continuous and timely disclosure requirements of Canadian securities laws or other rules, regulations and policies of a stock exchange. We are working with our legal, accounting, and financial advisors to identify those areas in which changes should be made to our financial management control systems to manage our obligations as a public company. These areas include corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our ICFR.

However, we cannot assure purchasers of Units that these and other measures that we might take will be sufficient to allow us to satisfy our obligations as a public company on a timely basis. In addition, compliance with reporting and other requirements applicable to public companies will create additional costs for us and will require the time and attention of Management. We cannot predict the amount of the additional costs that we might incur, the timing of such costs, or the impact that Management's attention to these matters will have on our business.

Unpredictable and volatile market price for Common Shares and Warrants

The market price for Common Shares and Warrants may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following:

actual or anticipated fluctuations in our quarterly results of operations
recommendations by securities research analysts

changes in the economic performance or market valuations of companies in the industry in which we operate
addition or departure of our executive officers and other key personnel
release or expiration of lock-up or other transfer restrictions on outstanding Common Shares
sales or perceived sales of additional Common Shares
significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors
operating and share price performance of other companies that investors deem comparable to us
fluctuations to the costs of vital production materials and services
changes in global financial markets and global economies and general market conditions, such as interest rates and pharmaceutical product price volatility
operating and share price performance of other companies that investors deem comparable to the Corporation or from a lack of market comparable companies
news reports relating to trends, concerns, technological or competitive developments, regulatory changes, and other related issues in our industry or target markets

Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values, or prospects of such companies. Accordingly, the market price of the Common Shares and/or Warrants may decline even if our operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which might result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely affected, and the trading price of the Common Shares and/or Warrants might be materially adversely affected.

Securities or industry analysts may publish inaccurate or unfavorable research reports, stock price and volume could decline

The trading market for our Common Shares and Warrants will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on the Corporation. If no securities or industry analysts commence coverage of the Corporation, the trading price for our Common Shares and Warrants would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our Common Shares and Warrants or publish inaccurate or unfavorable research about our business, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our share price and trading volume to decline.

Future sales of Common Shares by existing Shareholders

Sales of a substantial number of Common Shares in the public market could occur at any time before or after the expiration of the lock-up agreements described in "Plan of Distribution". These sales, or the market perception that the holders of a large number of Common Shares intend to sell Common Shares, could reduce the market price of our Common Shares. In addition, the Agent might waive the provisions of these lock-up agreements and allow the subject Shareholders to sell their Common Shares at any time. There are no pre-established conditions for the grant of such a waiver by the Agent, and any decision by it to waive those conditions may depend on a number of factors, which might include market conditions, the performance of our Common Shares in the market, and our financial condition at that time. If the restrictions in such lock-up agreements are waived, additional Common Shares will be available for sale into the public market, subject to applicable securities laws, which could reduce the market price for Common Shares. Holders of options to purchase Common Shares will have an immediate income inclusion for tax purposes when they exercise their options (that is, tax is not deferred until they sell the underlying Common Shares). As a result, these holders may need to sell Common Shares purchased on the exercise of options in the same year that they exercise their options. This might result in a greater number of Common Shares being sold in the public market, and fewer long-term holds of Common Shares by Management and our employees.

Subject to compliance with applicable securities laws and the terms of any arrangement described under “Escrowed Securities”, officers, Directors and other principal Shareholders may sell some or all of the Common Shares held by such party in the future. No prediction can be made as to the effect, if any, such future sales of Common Shares will have on the market price of the Common Shares prevailing from time to time.

However, the future sale of a substantial number of Common Shares by the Corporation’s officers, Directors, and other principal Shareholders, or the perception that such sales could occur, could materially adversely affect prevailing market prices for the Common Shares.

Use of proceeds

We cannot specify with certainty the particular uses of the net proceeds we will receive from this Offering. Management will have broad discretion in the application of the net proceeds, including for any of the purposes described in “Use of Proceeds”. Accordingly, a purchaser of Units will have to rely upon the judgment of Management with respect to the use of the proceeds, with only limited information concerning Management’s specific intentions. Management may spend a portion or all of the net proceeds from this Offering in ways that our Shareholders might not desire, that might not yield a favourable return, and that might not increase the value of a purchaser’s investment. The failure by Management to apply these funds effectively could harm our business. Pending use of such funds, we might invest the net proceeds from this Offering in a manner that does not produce income or that loses value.

Dilution and future sales of Common Shares

The initial Offering Price of our Units will significantly exceed the net tangible book value per share of our Common Shares. Accordingly, if an investor purchases Units under the Offering, the investor will incur immediate and substantial dilution of its investment.

In addition, we may issue additional Common Shares in the future, which may dilute a Shareholder’s holding in the Corporation. Our articles will permit the issuance of an unlimited number of Common Shares, and Shareholders will have no pre-emptive rights in connection with such further issuances. The Directors of the Corporation have the discretion to determine if an issuance of Common Shares is warranted, the price at which such issuance is effected and the other terms of issue of Common Shares. Also, we may issue additional Common Shares upon the exercise of options to acquire Common Shares under the Equity Incentive Plan. If the outstanding options to purchase our Common Shares are exercised, an investor will incur additional dilution. See “Options to Purchase Securities – Equity Incentive Plan”.

Potential future acquisitions may also divert Management’s attention and result in further dilution to the Shareholders.

We may be subject to securities litigation which is expensive and could divert Management’s attention

The market price of the Common Shares may be volatile, and in the past companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our Management’s attention from other business concerns, which could seriously harm our business.

No dividends

Our current policy is to retain earnings to finance the development and enhancement of our products and to otherwise reinvest in the Corporation. Therefore, we do not anticipate paying cash dividends on the Common Shares in the foreseeable future. Our dividend policy will be reviewed from time to time by our Board of Directors in the context of our earnings, financial condition, and other relevant factors. Until the time that we do pay dividends, which we might never do, our Shareholders will not be able to receive a return on their Common Shares unless they sell them. See “Dividends or Distributions”.

Listing on the TSXV

The Corporation has applied to list the Common Shares for trading on the TSXV. As of the date hereof, the TSXV has conditionally approved the Listing. The Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV, including meeting all minimum listing requirements, which cannot be guaranteed. If the Listing occurs, the Corporation cannot predict the prices at which the Common Shares will trade. If an active and liquid trading market for the Common Shares does not develop or is not maintained, investors may have difficulties selling their Common Shares. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, or that the Corporation will continue to meet the listing requirements of the TSXV or any other public listing exchange on which the Common Shares may subsequently be listed.

PROMOTERS

Dr. Amir Glik, Chief Medical Officer of the Corporation, is considered a promoter of the Corporation within the meaning of applicable securities legislation. As of the date of this Prospectus, he holds 8,894,813 Common Shares, which represents 16.71% of the outstanding Common Shares.

Dr. Glik receives compensation pursuant to a services agreement between him the Subsidiary, under which he provides services including the interpretation of clinical and healthcare data, data interrogation, guidance of new clinical research initiatives, the shaping of the Alzai Risk Screening Solution's medical functionality, the implementation of the Alzai Risk Screening Solution technology into commercial companies and healthcare systems and leadership of partnerships with research institutions. Dr. Glik is also eligible to receive Awards under the Equity Plans, and on January 1, 2026, he was granted 350,000 RSUs.

LEGAL MATTERS

We are from time to time involved in legal proceedings of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved or have been involved since the beginning of the most recently completed financial year, individually or in the aggregate, is material to our consolidated financial condition or results of operations.

Certain legal matters relating to the Offering will be passed upon on our behalf by Borden Ladner Gervais LLP, and on behalf of the Agent by MLT Aikins LLP. The partners and associates of Borden Ladner Gervais LLP, collectively, beneficially own, directly and indirectly, less than 1% of the issued and outstanding securities of any class of the Corporation. The partners and associates of MLT Aikins LLP, collectively, beneficially own, directly and indirectly, less than 1% of the issued and outstanding securities of any class of the Corporation.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

None of the Corporation's Directors, senior officers and principal Shareholders or any of their associates or affiliates have a material interest, direct or indirect, in any transactions in which the Corporation has participated since incorporation, or will have any material interest in any proposed transaction, which has materially affected or will materially affect the Corporation.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Our auditors are Davidson & Company LLP, 1200 – 609 Granville Street, Pacific Center, Vancouver, BC V7Y 1G6.

The transfer agent and registrar for the Common Shares is Odyssey Trust Company at its principal offices in Calgary, Alberta.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of business, the only contracts entered into by the Corporation since the beginning of the last financial year, or before the beginning of the last financial year that are still in effect, which may be regarded as material, are as follows:

the Mor and Ariel License Agreement (See “Our Business – License Agreements”),
the License Amendment (See “Our Business – License Agreements”),
the AlertCloud License Agreement (See “Our Business – License Agreements”),
the Agency Agreement to be entered into on the Closing Date (See “Plan of Distribution – General” for details regarding the Agency Agreement), and
the Warrant Indenture to be entered into on the Closing Date (See “Description of the Securities Distributed – Warrants” for details regarding the Warrant Indenture.

Copies of the material contracts set out above will be available under our profile on SEDAR+ at www.sedarplus.ca.

EXPERTS

No person or company whose profession or business who is named as having prepared or certified a report, valuation, statement, or opinion described or included in the Prospectus, or whose profession or business gives authority to a report, valuation, statement, or opinion described or included in the Prospectus, holds any registered or beneficial interest, direct or indirect, in any of our securities or other property of Alzai or one of our associates or affiliates and no such person or company, or a director, officer or employee of such person or company, is expected to be elected, appointed, or employed as one of our Directors, officers, or employees or as a director, officer, or employee of any of our associates or affiliates and no such person is one of our promoters or the promoter of one of our associates or affiliates.

Davidson is independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

ELIGIBILITY FOR INVESTMENT

In the opinion of Borden Ladner Gervais LLP, counsel to the Corporation, based on the current provisions of the Tax Act and any proposal to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this Prospectus, each of the Unit Shares, Warrants and Warrant Shares, if issued on the date of this Prospectus, would be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax free savings account, first home savings account (collectively referred to as a “Registered Plans” and each, a “Registered Plan”) or a deferred profit sharing plan (“DPSP”), provided that:

(i) in the case of the Unit Shares and Warrant Shares, the Unit Shares and Warrant Shares are listed on a designated stock exchange for the purposes of the Tax Act (which currently includes the TSXV), or the Corporation qualifies as a “public corporation” (other than a “mortgage investment corporation”) (each as defined in the Tax Act); and

(ii) in the case of the Warrants, either the Warrants are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSXV) or the Warrant Shares are qualified investments as described in (i) above, and neither the Corporation, nor any person with whom the Corporation does not deal at arm's length, is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan or DPSP.

Notwithstanding the foregoing, if the Unit Shares, Warrants or Warrant Shares are a “prohibited investment” (as defined in the Tax Act) for a particular Registered Plan, the annuitant, subscriber, or holder of the particular Registered Plan, as the case may be, will be subject to a penalty tax as set out in the Tax Act, in respect of such Unit Shares, Warrants or Warrant Shares. Generally, a security of the Corporation will not be a “prohibited investment” for a trust governed by a Registered Plan provided the annuitant, subscriber, or holder of the Registered Plan, as the case may be, deals at arm’s length with the Corporation for purposes of the Tax Act and does not have a “significant interest”, within the meaning of ss. 207.01(4) of the Tax Act, in the Corporation. In addition, Unit Share, Warrant or Warrant Share will not be a “prohibited investment” if such security is “excluded property” as defined in the Tax Act for purposes of the prohibited investment rules. Annuitants, subscribers, or holders of Registered Plans should consult their own tax advisors as to whether the Unit Shares, Warrants or Warrant Shares will be a prohibited investment for such Registered Plans in their particular circumstances.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to an investor who acquires Units pursuant to the Offering and who, for the purposes of the Tax Act and at all relevant times, (i) deals at arm’s length with the Corporation and the Agent, (ii) is not affiliated with the Corporation or the Agent or a subsequent purchaser of the Unit Shares, Warrants or Warrant Shares, and (iii) acquires and holds the Unit Shares and Warrants, and will hold the Warrant Shares issuable on the exercise of the Warrants, (the Unit Shares and Warrant Shares hereinafter sometimes collectively referred to as “Shares”) as capital property. A holder who meets all of the foregoing requirements is referred to as a “Holder” in this summary, and this summary only addresses such Holders. Generally, the Shares and Warrants will be considered to be capital property to a Holder provided that the Holder does not acquire, use or hold, is not deemed to acquire, use or hold, and will not acquire, use or hold the Shares or Warrants in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired or been deemed to acquire the Shares or Warrants in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder (i) that is a “financial institution” for purposes of the mark-to-market rules contained in the Tax Act; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii) an interest in which is, or would constitute a “tax shelter investment” as defined in the Tax Act; (iv) that reports its “Canadian tax results” in a currency other than Canadian currency, all as defined in the Tax Act; (v) that is exempt from tax under the Tax Act; (vi) that has entered into, or will enter into, a “derivative forward agreement” or “synthetic disposition arrangement”, as those terms are defined in the Tax Act, with respect to the Shares or Warrants, or (vii) that is a corporation resident in Canada (for purposes of the Tax Act) that is or becomes, or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the Shares or Warrants, controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in Section 212.3 of the Tax Act, or (viii) that receives dividends on the Common Shares under or as part of a “dividend rental arrangement”, as defined in the Tax Act. Such Holders should consult their own tax advisors with respect to an investment in Units.

This summary is based on the current provisions of the Tax Act in force as of the date hereof, specific proposals to amend the Tax Act which have been announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), the current provisions of the Canada-United States Income Tax Convention (1980) (the “Canada-U.S. Tax Convention”), and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”).

This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law, whether by way of judicial, legislative, or governmental decision or action, nor does it take into account provincial, territorial, or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial, or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations. This summary is of a general nature only and is not intended to be, nor should it be construed as, legal or income tax advice to any particular Holder. Holders should consult their own income tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Allocation of Cost

A Holder who acquires Units pursuant to the Offering will be required to allocate the purchase price paid for each Unit on a reasonable basis between the Unit Share and the one-half Warrant comprising each Unit in order to determine their respective costs to such Holder for the purposes of the Tax Act.

For its purposes, the Corporation intends to allocate $0.33 of the Offering Price of each Unit as consideration for the issue of each Unit Share and $0.07 of the Offering Price of each Unit for the one-half Warrant comprising the Unit. Although the Corporation believes its allocation is reasonable, it is not binding on the CRA or the Holder. The Holder's adjusted cost base of the Unit Share comprising a part of each Unit acquired pursuant to the Offering will be determined by averaging the cost allocated to the Unit Share with the adjusted cost base to the Holder of all Common Shares (if any) owned by the Holder as capital property immediately prior to such acquisition.

Exercise of Warrants

No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be equal to the aggregate of the Holder's adjusted cost base of such Warrant and the amount paid on the exercise of the Warrant. The Holder's adjusted cost base of the Warrant Share so acquired will be determined by averaging the cost of the Warrant Share with the adjusted cost base to the Holder of all Common Shares (if any) owned by the Holder as capital property immediately prior to the exercise of the Warrant.

Holders Resident in Canada

The following portion of this summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, is resident or deemed to be resident in Canada at all relevant times (each, a "Resident Holder"). Certain Resident Holders whose Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have the Shares, and every other "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances. Such election is not available in respect of Warrants.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder generally will realize a capital loss equal to the Resident Holder's adjusted cost base of such Warrant. The tax treatment of capital gains and capital losses is discussed in greater detail below under the heading "Taxation of Capital Gains and Capital Losses".

Taxation of Dividends on the Shares

In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the Shares will be included in the Resident Holder's income and will be subject to the gross up and dividend tax credit rules applicable to taxable dividends received by an individual from taxable Canadian corporations, including the enhanced gross up and dividend tax credit for "eligible dividends" properly designated as such by the Corporation. There may be restrictions on the Corporation's ability to designate any dividends as "eligible dividends", and the Corporation has made no commitments in this regard.

In the case of a Resident Holder that is a corporation, dividends (including deemed dividends) received on the Shares will be included in the Resident Holder’s income and will normally be deductible in computing such Resident Holder’s taxable income for that taxation year. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” or “subject corporation” (each as defined in the Tax Act) generally will be liable to pay a special tax under Part IV of the Tax Act (refundable in certain circumstances) on dividends received (or deemed to be received) on the Shares to the extent such dividends are deductible in computing its taxable income for the taxation year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

Dispositions of Shares and Warrants

A Resident Holder who disposes of, or is deemed to have disposed of, a Share (except to the Corporation unless purchased by the Corporation in the open market in the manner in which shares are normally purchased by a member of the public in the open market) or Warrant (other than on the exercise thereof) will realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of such security, as applicable, exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such security, as applicable, immediately before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition. The adjusted cost base to a Resident Holder of a Share or Warrant will be determined by averaging the cost of that Share or Warrant with the adjusted cost base (determined immediately before the acquisition of the Share or Warrant) of all other Common Shares or Warrants held as capital property at that time by the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the heading “Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder must be included in the Resident Holder’s income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder (an “allowable capital loss”) must generally be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against taxable capital gains realized in such years, in the circumstances and to the extent provided in the Tax Act.

A capital loss realized on the disposition of Shares by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends which have been previously received or deemed to have been received by the Resident Holder on such Shares. Similar rules may apply where a corporation is, directly or indirectly through a partnership or trust, a member of a partnership or a beneficiary of a trust that owns Shares. A Resident Holder to which these rules may be relevant should consult its own tax advisor.

Refundable Tax

A Resident Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation” (as defined in the Tax Act), or that is, at any time in a relevant taxation year, a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) for the year, which includes taxable capital gains realized on the disposition of Shares or Warrants and dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Alternative Minimum Tax

Capital gains realized and taxable dividends received or deemed to be received by a Resident Holder who is an individual (including certain trusts) may give rise to alternative minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the application of alternative minimum tax.

Non-Residents of Canada

The following portion of this summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is neither resident nor deemed to be resident in Canada and does not use or hold, and will not be deemed to use or hold, the Shares or Warrants, in a business carried on in Canada (each, a “Non-Resident Holder”). This summary does not apply to a Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). The term “U.S. Holder”, for the purposes of this summary, means a Non-Resident Holder who, for purposes of the Canada-U.S. Tax Convention, is at all relevant times a resident of the United States and is a “qualifying person” within the meaning of the Canada-U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Canada-U.S. Tax Convention. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention based on their particular circumstances.

Expiry of Warrants

The expiry of a Warrant held by a Non-Resident Holder results in a disposition of such Warrant. The tax treatment of the disposition of Warrants is discussed in greater detail under the heading “Dispositions of Shares and Warrants”.

Taxation of Dividends on the Shares

Subject to an applicable tax treaty or convention, dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on the Shares acquired pursuant to the Offering will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend unless such rate is reduced by the terms of an applicable tax treaty. Under the Canada-U.S. Tax Convention the rate of Canadian withholding tax will be reduced to 15% if the beneficial owner of such dividend is a U.S. Holder. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Corporation. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”) of which Canada is a signatory, affects many of Canada’s tax treaties (but not the Canada-U.S. Tax Convention), including the ability to claim benefits thereunder. Non-Resident Holders should consult their own tax advisors to determine their entitlement to benefits under any applicable income tax treaty or convention based on their particular circumstances.

Dispositions of Shares and Warrants

A Non-Resident Holder will generally not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of Shares or Warrants, nor will a capital loss arising therefrom be recognized under the Tax Act, unless the Shares or Warrants, as the case may be, constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident at the time of the disposition (including as a result of the application of the MLI).

Generally, provided the Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSXV), the Shares and Warrants will not constitute taxable Canadian property of a Non-Resident Holder, unless at any time during the 60 month period immediately preceding the disposition, the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with which the Non-Resident Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder or persons which do not deal at arm’s length with the Non-Resident Holder, or any combination of them, owned 25% or more of the issued shares of any class or series of shares of the Corporation, and (b) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of or interests in, or for civil law rights in, any such property (whether or not such property exists). The Tax Act may also deem the Shares to be taxable Canadian property in certain circumstances.

If the Shares or Warrants are, or are deemed to be, taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act or pursuant to an applicable income tax treaty or convention (including as a result of the application of the MLI), the income tax consequences described above under “Resident Holders – Dispositions of Shares and Warrants” and “Resident Holders – Taxation of Capital Gains and Capital Losses” will generally apply to the Non-Resident Holder.

Non-Resident Holders whose Shares or Warrants are taxable Canadian property should consult their own tax advisors.

PURCHASER'S STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price, or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

In an offering of Warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the Warrants are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon exercise of the Warrants, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

The Corporation and the Agents hereby confirm that purchasers who acquired the Units through the Corporation have the same rights and remedies and/or damages against the Corporation and the Agents, as the case may be, as purchasers who acquired the Units through the Agents.

LIST OF EXEMPTIONS

Mor and Ariel License

The Mor and Ariel Technology developed by Mor and Ariel would be considered to be a predecessor entity that formed the basis of the business of the Corporation pursuant to section 32.1(1)(a) of Form 41-101F1 of National Instrument 41-101 General Prospectus Requirements, which would require the Corporation to provide two years of financial statements with respect to the Mor and Ariel Technology. The Corporation has sought relief from the requirement to include financial statements with respect to the Mor and Ariel Technology (the “Exemption Sought”), on the basis that:

(a) All of the expenses directly related to the Mor and Ariel Technology is included in the Statement of Expenses, dated as of April 20, 2026, in the Prospectus (collectively, the “Alternative Information”).

(b) The Alternative Information includes a statement confirming that the Alternative Information is prepared on a special purpose basis of preparation, using accounting policies consistent with IFRS.

(c) The Alternative Information includes a description of the accounting policies used to prepare the Alternative Information.

(d) The Alternative Information includes an auditor’s report that confirms that the Alternative Information was prepared on a special purpose basis of preparation, using accounting policies consistent with IFRS.

(e) The Alternative Information will provide investors with sufficient information material to their understanding of the Mor and Ariel Technology and the granting of the Exemption Sought would not be prejudicial to the public interest.

(f) Mor and Ariel did not operate or develop the Mor and Ariel Technology as a standalone operating business, and therefore, neither Mor nor Ariel have historically prepared stand-alone financial statements for the Mor and Ariel Technology.

(g) The overhead expenses were not tracked on a project-to-project basis and therefore, specific amounts cannot be allocated to the Mor and Ariel Technology.

(h) No assets other than the Mor and Ariel Technology and the rights that are attached thereto have been transferred to the Corporation.

(i) No liabilities, contingent liabilities or asset retirement obligations would be recorded or disclosed on the Alternative Information.

(j) The Corporation has conducted satisfactory due diligence to determine that there are no other liabilities present which relate to the Mor and Ariel Technology, and has confirmed there are no liens or encumbrances registered against the Mor and Ariel Technology.

The issuance of a receipt for the final prospectus in respect of this distribution will evidence the granting of the above-mentioned relief.

GLOSSARY OF TERMS

"2024 Fiscal Period" means the period from November 15, 2024 (incorporation) to April 30, 2025.

"2025 Q3 Period" means the three months from November 1, 2025 to January 31, 2026.

"AA Report" means the Alzheimer’s Association’s 2025 Alzheimer’s Disease Figures and Facts.

"Acceleration Notice" means notice provided to the Warrant holder(s) in the event that the Corporation’s ten (10) trading day volume weighted average closing price of the common shares on the TSXV is equal to or greater than $0.90.

"AD" means Alzheimer’s Disease.

"ADRD" means Alzheimer’s Disease-related dementia.

"Agency Agreement" means the agency agreement between the Corporation and the Agent to be dated the date of the final prospectus of the Corporation.

"Agent" has the meaning set out on the cover page.

"Agent’s Fee" means the commission that the Corporation has agreed to pay the Agent.

"Agent’s Option" means the option granted by the Corporation to the Agent to sell up to an additional 15% of Units sold pursuant to the Offering at the Offering Price, exercisable for a period of 48 hours prior to the Closing Date.

"Agent’s Option Units" has the meaning set out on page ii of this Prospectus.

"AI" means artificial intelligence, which in this context, the Corporation views as a data-driven computational approach that uses machine-learning algorithms trained on historical clinical and laboratory data to estimate the statistical likelihood of a future event. For example, the risk of being diagnosed with AD/ADRD or cognitive decline within specified time ranges.

"AlertCloud" means AlertCloud LLC.

"AlertCloud License" has the meaning set out under the heading “AlertCloud License Agreement”.

"AlertCloud License Agreement" has the meaning set out under the heading “AlertCloud License Agreement”.

"AlertCloud Redemption Right" has the meaning set out in under the heading “AlertCloud License Agreement”.

"AlertCloud Shares" has the meaning set out under the heading “AlertCloud License Agreement”.

"AlertCloud Software" has the meaning set out under the heading “AlertCloud License Agreement”.

"Allowable capital loss" means one-half of any capital loss incurred by a Resident Holder.

"Alzai" or the "Corporation" means Alzai Health Corp.

"Alzai Models" has the meaning set out under "Machine Learning Models".

"Alzai Risk Scores" has the meaning set out under the heading "Regulatory Environment".

"Alzai Risk Screening Solution" has the meaning set out under the heading "The Alzai Risk Screening Solution".

"Amending Agreement" has the meaning set out on the "Prospectus Summary – The Offering".

"Ancillary Rights Agreement" has the meaning set out under the heading "Our Business – Commercialization".

"Annual License Fee" has the meaning set out under the heading "Our Business – Corporate History".

"AUC" means area under the curve, representing the integral of a function over a specified interval, corresponding to the region bounded by the curve and the x-axis.

"Audit Committee" means the Corporation's Audit Committee.

"Audited Financial Statements" has the meaning set out under the heading "Financial Statement Presentation in this Prospectus".

"Awards" means the Options, DSUs, RSU, PSUs and other awards based on Common Shares offered under the Equity Incentive Plan.

"Board of Directors" or "Board" means the board of directors of the Corporation and "Director" means each director of the Corporation.

"Bulletin Date" has the meaning set out under the heading "Escrowed Securities and Securities Subject to Contractual Restriction on Transfer".

"By-Laws" means the new by-law no. 1A of the Corporation.

"Canada-U.S. Tax Convention" means the current provisions of the Canada-United States Income Tax Convention (1980).

"CBC" means complete blood count.

"CDN" means Canadian dollars.

"CDS" means CDS Clearing and Depository Services Inc.

"CEO" means Chief Executive Officer.

"CFO" means Chief Financial Officer.

"Chair" means the Chair of the Board.

"CHS" means Clalit Health Services.

"CIP" means a Continuation-in-Part application.

"Closing" means the closing of the Offering.

"Closing Date" means the date of the Closing.

"Code" means the Corporation's Code of Business Conduct and Ethics.

"Collaboration Agreement" has the meaning set out under the heading "Commercialization – Collaboration Agreement".

"Common Shares" has the meaning set out on the cover page.

"Compensation Warrants" means compensation received by the Agent in the form of non-transferable warrants to purchase that number of Units that is equal to 7% of the number of Units sold pursuant to the Offering received by the Agent as compensation.

"Consultant" has the meaning set out under the heading "Directors and Executive Officers - Agreements and Termination Benefits".

"Consulting Agreement" has the meaning set out under the heading "Directors and Executive Officers - Agreements and Termination Benefits".

"Convertible Debenture" has the meaning set out under the heading "Corporate History".

"Convertible Debenture Units" has the meaning set out under the heading "Corporate History".

"Convertible Notes" has the meaning set out under the heading "Corporate History".

"Convertible Note Units" has the meaning set out under the heading "Corporate History".

"Corporate Finance Shares" means the $22,500 of the $45,000 corporate finance fee payable in Common Shares of the Corporation.

"CROs" means clinical research organizations.

"Davidson" means the auditors of the Corporation, Davidson & Company LLP, Chartered Professional Accountants, of 1200 – 609 Granville Street, Pacific Center, Vancouver, BC V7Y 1G6.

"Debenture Warrants" has the meaning set out under the heading "Corporate History".

"DPSP" means deferred profit sharing plan.

"DSUs" means a deferred share unit under the Equity Incentive Plan.

"Election" has the meaning set out under the heading "Summary of the Israeli Sub-Plan – Limitations on Grants".

"EMR" means electronic medical record.

"Equity Incentive Plan" means the equity incentive plan, as amended from time to time, the Board of Directors has adopted whereby Options, DSUs, RSUs and PSUs may be granted to the Corporation’s Directors, officers, employees, and consultants.

"Equity Plans" means the Equity Incentive Plan together with the Israeli Sub-Plan.

"Escrow Agent" means Odyssey Trust Company.

"Escrow Agreements" means the escrow agreements the Corporation expects to enter in accordance with NP 46-201.

"Escrowed Securities" means the 23,291,377 Common Shares held in escrow by the Escrow Agent.

"EU" means the European Union.

"FDA" means the U.S. Food and Drug Administration.

"Financial Statements" has the meaning set out under the heading "Financial Statement Presentation in this Prospectus".

"Form 51-102F6V" means Form 51-102F6V Statement of Executive Compensation – Venture Issuers.

"Founders" means Hayim Raclaw, Roy Kait and Ofri Kait.

"HCP" has the meaning set out under the heading "Our Business – Regulatory Environment".

"Healthcare Organizations" means healthcare providers and payors.

"HealthVerity Datasets" has the meaning set out under the heading "Proprietary Technology – Results".

"HIPAA" means the United States Health Insurance Portability and Accountability Act of 1996.

"Holder" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations".

"Holding Period" has the meaning set out under the heading "Summary of the Israeli Sub-Plan – Limitations on Shares Received".

"ICFR" means internal controls over financial reporting.

"IFRS" means International Financial Reporting Standards.

"ILPO" means Israel Patent Office.

"ILS" means the New Israeli shekel.

"Initial Investors" means the Founders, Dr. Amir Glik, Prof. Chen Hajaj, Dr. Anat Goldstein and Dr. Orit Raphaeli.

"Interim Financial Statements" has the meaning set out under the heading "Financial Statement Presentation in this Prospectus".

"IP" means intellectual property.

"ISA" means the International Searching Authority.

"ISR" means International Search Report.

"Israeli Sub-Plan" means the sub-plan to the Equity Incentive Plan the Board of Directors approved for the purpose of granting awards to directors, officers, employees and consultants of the Subsidiary.

"IT" means information technology.

"KW Capital" means to KW Capital Partners Limited.

"Lead Agent" means Haywood Securities Inc.

"License Amendment" has the meaning set out under the heading "Commercialization – License Agreements – Mor and Ariel License Agreement".

"Licensed Technology" has the meaning set out under the heading "Commercialization – License Agreements – Mor and Ariel License Agreement".

"Lilly" means Eli Lilly Israel Ltd.

"Listing" means the listing of the Common Shares on the TSXV.

"Majority Voting Policy" means the majority voting policy the Corporation will adopt.

"Management" means the management of the Corporation.

"Maximum Offering" means a maximum initial public offering of 10,000,000 Units.

"MCI" means mild cognitive impairment.

"MD&A" means Management's Discussion and Analysis included in this Prospectus.

"Minimum Offering" means a minimum initial public offering of 8,000,000 Units.

"ML" means machine learning.

"MLI" means the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting.

"Mor and Ariel" means Mor Research Applications Ltd. and Ariel Scientific Innovations, Ltd.

"Mor and Ariel License" has the meaning set out under the heading "Commercialization – License Agreements – Mor and Ariel License Agreement".

"Mor and Ariel License Agreement" has the meaning set out under the heading "Commercialization – License Agreements – Mor and Ariel License Agreement".

"Mor and Ariel Technology" means the Mor and Ariel technology licensed under the Mor and Ariel License.

"MRI" means magnetic resonance imaging.

"Named Executive Officers" or "NEOs" has the meaning set out in Form 52-110F6V and means each individual who, during any part of the most recently completed financial year, served as the Corporation's CEO, CFO and the most highly compensated executive officer (other than the CEO and CFO) at the end of the most recently competed financial year whose total compensation was more than $150,000.

"New Securities" has the meaning set out under the heading "Commercialization – License Agreements – Mor and Ariel License Agreement".

"NI 52-110" means National Instrument 52-110 – Audit Committees.

"NIA-AA" means National Institute on Aging and Alzheimer's Association.

"Non-Resident Holder" has the meaning set out under the heading "Non-Residents of Canada".

"NP 46-201" means National Policy 46-201 – Escrow for Initial Public Offerings.

"Offered Securities" means the Minimum Offering and the Maximum Offering.

"Offering" means this initial public offering of Units.

"Offering Price" means the price of each Unit that will be issued pursuant to the Offering, as indicated on the cover page.

"Option" means a stock option under the Equity Incentive Plan.

"Option Period" has the meaning set out under the heading "Summary of the Equity Incentive Plan – Vesting".

100

"Other Awards" means other awards based on the Common Shares under the Equity Incentive Plan.

"PCT" means Patent Cooperation Treaty.

"Performance Share Unit" or "PSUs" means a performance share unit under the Equity Incentive Plan.

"PET" means position emission tomography imaging.

"Policy 5.4" means TSXV Policy 5.4 – Capital Structure, Escrow and Resale Restrictions.

"PPV" means positive predictive values.

"President's List" means the president's list agreed upon by the Corporation and the Agent.

"Registered Plan" or "Registered Plans" has the meaning set out under the heading of "Eligibility for Investment".

"Research Organizations" means pharmaceutical companies, clinical research organizations, institutions and sponsors.

"Resident Holder" has the meaning set out under the heading "Holders Resident in Canada".

"Royalties" means the royalties at a rate of three percent (3%) of net sales of the Mor and Ariel Technology under the Mor and Ariel License Agreement, as further described under the heading "License Agreements – Mor and Ariel License Agreement".

"RSUs" means a restricted share unit under the Equity Incentive Plan.

"SaMD" means Software as a Medical Device.

"Shareholder" means a shareholder of the Corporation.

"Shares" means the Unit Shares and Warrant Shares.

"Sublicense Fee" means the sublicense fee at a rate of twenty percent (20%) of consideration received by the Subsidiary in connection with the grant of a sublicense by Mor and Ariel.

"Subscription Receipts" has the meaning set out under the heading "Corporate History".

"Subsidiary" means Alzai Health Israel Ltd.

"Subsidiary Employment Agreement" has the meaning set out under the heading "Executive Compensation" – "Agreements and Termination Benefits".

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder.

"Tax Proposals" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations".

"Taxable capital gain" means one-half of any capital gain.

"TSXV" has the meaning set out on the cover page.

"U.S." means the United States of America.

"U.S. Securities Act" means United States Securities Act of 1933, as amended.

101

"Unit Shares" has the meaning set out on the cover page.

"Units" has the meaning set out on the cover page.

"USD" means U.S. dollars.

"Warrant" has the meaning set out on the cover page.

"Warrant Agent" means Odyssey Trust Company.

"Warrant Indenture" has the meaning set out on the cover page.

"Warrant Share" has the meaning set out on the cover page.

"WO-ISA" means the written opinion as established by the Israel Patent Office, acting as the International Searching Authority.

102

A-1

SCHEDULE A

AUDITED FINANCIAL STATEMENTS AND INTERIM FINANCIAL STATEMENTS

(See attached)

A-2

ALZAI HEALTH CORP.

Consolidated Financial Statements

For the period of Incorporation from
November 15, 2024 to April 30, 2025

(Expressed in Canadian Dollars)

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Directors of
Alzai Health Corp.

Opinion

We have audited the accompanying consolidated financial statements of Alzai Health Corp. (the "Company"), which comprise the statement of financial position as at April 30, 2025, and the statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the period from incorporation on November 15, 2024 to April 30, 2025, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2025, and its financial performance and its cash flows for the period from incorporation on November 15, 2024 to April 30, 2025, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 of the consolidated financial statements, which indicates the Company has not generated any revenues or cash flows from operations and relies on financing for its activities. The Company's ability to continue as a going concern is dependent upon raising additional capital or evaluating strategic alternatives. As stated in Note 2, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor's report.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are

A-4

responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Yu Li.

Vancouver, Canada

Chartered Professional Accountants

January 21, 2026

ALZAI HEALTH CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at April 30, 2025
(Expressed in Canadian Dollars)

As at	Notes	April 30, 2025
ASSETS
Current assets
Cash	$	313,370
Receivables		13,958
Prepaid expenses		9,854
Total current assets		337,182
Intangible assets	5	102,774
TOTAL ASSETS	$	439,956
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	6	$ 211,308
TOTAL LIABILITIES	$	211,308
SHAREHOLDERS’ EQUITY
Share capital	7,8	972,480
Accumulated other comprehensive income		7,487
Deficit		(751,319)
TOTAL SHAREHOLDERS’ EQUITY		228,648
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	439,956

Nature of Operations (Note 1)
Going Concern (Note 2)
Subsequent Event (Note 12)

Approved and authorized for issue by the Board of Directors on October 15, 2025

“Hayim Raclaw”
Director

“Roy Kait”
Director

The accompanying notes are an integral part of these consolidated financial statements.

A-6

ALZAI HEALTH CORP

CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS

For the period of Incorporation from November 15, 2024 to April 30, 2025

(Expressed in Canadian Dollars)

	Notes	Period from Incorporation November 15, 2024, to April 30, 2025
Operating expenses
Amortization	5	$ 1,764
Consulting	7	273,638
Marketing		21,000
Office and administration		46,730
Professional fees		244,258
Research and development	7,9	131,240
Salaries and benefits	7	19,130
		(737,760)
Other income (expenses)
Interest income		53
Other expenses		(12,672)
Foreign exchange loss		(940)
Loss		(751,319)
Foreign currency translation adjustment		7,487
Loss and comprehensive loss		$ (743,832)
Basic and diluted loss per share		$ (0.02)
Weighted average number of shares outstanding		31,977,950

The accompanying notes are an integral part of these consolidated financial statements.

ALZAI HEALTH CORP

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

For the period of incorporation from November 15, 2024 to April 30, 2025

(Expressed in Canadian Dollars)

	Share Capital
	Number of Shares	Amount	Deficit	Accumulated Other Comprehensive Income	Total
Balance, November 15, 2024	-	$ -	$ -	$ -	$ -
Founders' shares	1	-	-	-	-
Shares issued for private placements	38,350,000	905,000	-	-	905,000
Shares issued – License Agreement	3,750,000	18,750	-	-	18,750
Shares issued – AlertCloud	1,184,210	59,211	-	-	59,211
Foreign currency translation adjustment	-	-	-	7,487	7,487
Share issuance cost	-	(10,481)	-	-	(10,481)
Loss	-	-	(751,319)	-	(751,319)
Balance, April 30, 2025	43,284,211	$ 972,480	$ (751,319)	$ 7,487	$ 228,648

The accompanying notes are an integral part of these consolidated financial statements.

ALZAI HEALTH CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period of incorporation from November 15, 2024 to April 30, 2025

(Expressed in Canadian Dollars)

	For the period of incorporation from November 15, 2024 to April 30, 2025
Operating activities
Loss for the period	$ (751,319)
Non-cash items:
Amortization	1,764
Changes in non-cash working capital items:
Receivables	(14,358)
Prepaid expenses	(9,854)
Accounts payable and accrued liabilities	205,733
Net cash flows used in operating activities	(568,034)
Financing activities
Proceeds from private placements	905,000
Share issuance cost	(2,800)
Net cash flows provided by financing activities	902,200
Impact of foreign exchange on cash	(20,796)
Increase/(Decrease) in cash	313,370
Cash, beginning of the period	-
Cash, end of the period	$ 313,370

Non-cash transactions:

Share issuance cost payable - $7,681

Shares issued - License agreement $18,750

Shares issued - AlertCloud $59,211

Purchase of intangible asset payable - $27,989

The accompanying notes are an integral part of these consolidated financial statements.

A-9

ALZAI HEALTH CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period of incorporation from November 15, 2024 to April 30, 2025
(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS

Alzai Health Corp. (the “Company”) was incorporated under the Business Corporations Act (Ontario) on November 15, 2024. The Company is a healthcare company focused on innovative health solutions.

Alzai Health Israel Ltd. (the “Subsidiary”) was incorporated in Israel on December 15, 2024, and registered as a company limited by liability under the Israeli Companies Law, 1999. The subsidiary supports the Company’s international operations and contributes to its mission of delivering advanced healthcare solutions globally.

The registered office of the Company is located at 100 King Street West, 1 First Canadian Place, Suite 1600, Toronto, Ontario, M5X 1G5, Canada.

These consolidated financial statements were approved and authorized for issue by the Company’s Board of Directors on October 15, 2025.

2. GOING CONCERN

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

The Company has not generated any revenues or cash flows from operations and relies on financing for its activities. The Company’s ability to continue as a going concern is dependent upon raising additional capital or evaluating strategic alternatives. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

These consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. If the going concern assumption was not appropriate for these consolidated financial statements, adjustments would be necessary to the statement of financial position classifications used. Such adjustments could be material. These consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the foreseeable future.

3. BASIS OF PRESENTATION

Statement of Compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Functional and Presentation currency

The consolidated financial statements are presented in Canadian dollars. The functional currency of the Company is determined based on the currency of the primary economic environment in which the Company operates. The functional currency of the Company is the Canadian dollar and the functional currency of Alzai Health Israel is the New Israeli Shekel.

A-10

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the period of incorporation from November 15, 2024 to April 30, 2025
(Expressed in Canadian Dollars)

3. BASIS OF PRESENTATION (continued)

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Alzai Health Israel. Subsidiaries are those entities over which the Company has control. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity and be exposed to variable returns from its activities. Intercompany balances are eliminated on consolidation.

Critical Accounting Estimates and Judgments

The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and income and expenses.

Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are made prospectively. Key estimates made by management with respect to the areas noted have been disclosed in the notes to these consolidated financial statements.

4. MATERIAL ACCOUNTING POLICIES

Financial instruments

The Company’s financial instruments, being cash, receivables, accounts payable and accrued liabilities continue to be classified and measured at amortized cost.

Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at (i) amortized cost; (ii) fair value through other comprehensive income (“FVOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income.

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded.

A-11

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the period of incorporation from November 15, 2024 to April 30, 2025
(Expressed in Canadian Dollars)

4. MATERIAL ACCOUNTING POLICIES (continued)

Impairment of financial assets

Impairment provisions for receivables are recognised based on a forward-looking expected credit loss ("ECL") model. The methodology is used to determine the amount of the provision based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those financial assets where the credit risk has not increased significantly since initial recognition, a twelve-month ECL along with gross interest income are recognised. For those financial assets for which credit risk has increased significantly, lifetime ECL along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime ECLs along with interest income on a net basis are recognised.

Financial liabilities

Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

Intangible asset

Intangible assets acquired separately are measured at cost upon initial recognition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. A change in the expected useful life of the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.

Finite lived tangible assets are amortized on a straight-line basis over the period of their expected future economic benefit.

The expected useful life of the Company's intangible asset:

Patent – 20 years
Software license – 5 years

Infinite lived intangible assets are not amortized and are subject to impairment testing annually. The useful life for each asset is reviewed each reporting period to determine whether events and circumstances continue to support an indefinite useful life assessment for that asset. If they do not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an accounting estimate.

A-12

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the period of incorporation from November 15, 2024 to April 30, 2025
(Expressed in Canadian Dollars)

4. MATERIAL ACCOUNTING POLICIES (continued)

Impairment of non-financial assets

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

Estimated useful lives and amortization of intangible asset

Amortization of intangible asset is dependent upon estimates of useful lives which are determined through the exercise of judgment. Changes to the estimated useful life of equipment could result in differences in their carrying amounts. The license is perpetual, and the agreement indicates a finite economic life, the economic benefits will continue for 20 years from commercial start. The useful life of the license is assessed as finite at 20 years. The license will be amortized on a straight-line basis over 20 years.

Impairment of intangible asset

The application of the Company’s accounting policy for intangible assets requires judgement in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off in profit or loss in the period the new information becomes available.

Research and development expenditures

Expenditures on research are expensed as incurred. Research activities include formulation, design, evaluation and final selection of possible alternatives, products, processes, systems or services. Development expenditures are expensed as incurred unless the Company can demonstrate all of the following: (i) the technical feasibility of completing the intangible asset so that it will be available for use or sale; (ii) its intention to complete the intangible asset and use or sell it; (iii) its ability to use or sell the intangible asset; (iv) how the intangible asset will generate probable future economic benefits. Among other things, the Company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset; (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development.

Equity

Common shares and special warrants are classified as equity. Incremental costs directly attributable to the issuance of common shares or special warrants are recognized as a deduction from equity, net of tax.

A-13

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the period of incorporation from November 15, 2024 to April 30, 2025
(Expressed in Canadian Dollars)

4. MATERIAL ACCOUNTING POLICIES (continued)

Loss per share

Basic earnings (loss) per share (“EPS”) is calculated by dividing profit or loss attributable to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. The denominator is calculated by adjusting the shares issued at the beginning of the period by the number of shares issued and/or bought back during the period, multiplied by a time-weighting factor.

Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive options and other dilutive potential units. The effects of anti-dilutive options and potential units are ignored in calculating diluted EPS. All options and potential units are considered anti-dilutive when the Company is in a loss position.

The Company had no anti-dilutive securities as of April 30, 2025.

Income taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used are those that are substantively enacted by the end of the reporting date.

Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting. The change in the net deferred income tax asset or liability is included in income except for deferred income tax relating to equity items which is recognized directly in equity. The income tax effects of differences in the periods when revenue and expenses are recognized, in accordance with Company accounting practices, and the periods they are recognized for income tax purposes are reflected as deferred income tax assets or liabilities. Deferred income tax assets and liabilities are measured using the substantively enacted statutory income tax rates which are expected to apply to taxable income in the years in which the assets are realized or the liabilities settled. A deferred income tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized.

Deferred income tax assets and liabilities are offset only if a legally enforceable right exists to offset current tax assets against liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity and are intended to be settled on a net basis.

The determination of current and deferred taxes requires interpretations of tax legislation, estimates of expected timing of reversal of deferred tax assets and liabilities, and estimates of future earnings.

New Accounting Standards issued but not yet effective

IFRS 18, Presentation and Disclosure of Financial Statements (“IFRS 18”): In April 2024, the IASB issued IFRS 18 to bring more transparency and comparability to the financial performance of companies, enabling investors to make better investment decisions. IFRS 18 introduces three sets of new requirements: improved comparability of the profit or loss statement (statement of income), improved transparency of management-defined performance measures, and more useful grouping of information in financial statements. IFRS 18 will replace IAS 1, Presentation of Financial Statements. This standard becomes effective for years beginning on or after January 1, 2027, and companies may apply it earlier subject to authorization by relevant regulators. The Company is assessing the impacts of adopting IFRS 18.

A-14

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the period of incorporation from November 15, 2024 to April 30, 2025

(Expressed in Canadian Dollars)

5. INTANGIBLE ASSETS

On December 31, 2024, the Company entered into a license agreement with Mor Research Applications Ltd and Ariel Scientific Innovations, granting the Company an exclusive, perpetual, worldwide, royalty-bearing license to a proprietary technology for early risk screening of Alzheimer’s disease in the field of neurodegenerative diseases.

Under the terms of the agreement, the Company is required to reimburse the licensors for all prior patent-related expenses, estimated at $26,555 (ILS 71,435), which is payable in cash. In addition, the Company issued 3,750,000 common shares, valued at $0.005 per share for a total of $18,750. The total consideration for the license amounts to $45,305.

In consideration, the Company shall pay the licensors the following consideration during the term of the license:

Royalties equal to three percent (3%) of Net Sales
A sublicense fee equal to twenty percent (20%) of any Sublicense Consideration.

Although the license is perpetual, the agreement stipulates expiration on a country-by-country basis as the latter of:

The expiration of the last licensed patent, or
20 years from the first commercial sale in that country.

Accordingly, the license is considered to have a finite useful life of 20 years and is amortized on a straight-line basis over this period.

On April 8, 2025, the Company entered into a license agreement with AlertCloud, granting the Company a perpetual, royalty-free license to use, modify, integrate, distribute, and sublicense proprietary software for use in its neurodegenerative disease screening products.

As consideration for the license, the Company issued 1,184,210 common shares at a value of $0.05 per share, resulting in a total non-cash consideration of $59,211.

Although the license is perpetual, the Company has determined that the software has a finite useful life, estimated at five years, due to the rapid pace of technological advancements in the digital health sector. This estimate is consistent with industry practice for similar software licenses. The asset is being amortized on a straight-line basis over five years.

A-15

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the period of incorporation from November 15, 2024 to April 30, 2025

(Expressed in Canadian Dollars)

5. INTANGIBLE ASSETS (continued)

At the reporting date, the Company assessed the software license for impairment. No indicators of impairment were identified as of April 30, 2025.

	Mor Research License	Alert Cloud Software License	Total
Cost
Balance, November 15, 2024	$ -	$ -	$ -
Additions	46,739	59,211	105,950
Foreign translation adjustment	(1,434)	-	(1,434)
Balance, April 30, 2025	$ 45,305	$ 59,211	$ 104,516
Accumulated amortization
Balance, November 15, 2024	$ -	$ -	$ -
Depreciation	777	987	1,764
Foreign translation adjustment	(22)	-	(22)
Balance, April 30, 2025	$ 755	$ 987	$ 1,742
Net book value
Balance, November 15, 2024	$ -	$ -	$ -
Balance, April 30, 2025	$ 44,550	$ 58,224	$ 102,774

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	April 30, 2025
Accounts payable	$ 200,017
Accrued liabilities	11,291
Total	$ 211,308

7. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers. The remuneration of directors and key management personnel was as follows:

	For the period of incorporation from November 15, 2024 to April 30, 2025
Consulting fees	$ 144,265
Research and development	94,482
Salaries & benefits	14,846
Total	$ 253,593

A-16

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the period of incorporation from November 15, 2024 to April 30, 2025
(Expressed in Canadian Dollars)

7. RELATED PARTY TRANSACTIONS (continued)

Balance due to related parties

As at April 30, 2025, accounts payable and accrued liabilities included:

$9,479 due to a related party of a Director of the Company for Salary & benefits for the period of incorporation from November 15, 2024 to April 30, 2025.
$15,313 due to the Chief Medical Officer of the Company for consulting fees and expense reimbursements for the period of incorporation from November 15 2024, to April 30, 2025.

Key Management Compensation

During the period of incorporation from November 15, 2024 to April 30, 2025, the Company incurred consulting fees of $144,265 to a Company controlled by the Director of the Company
During the period of incorporation from November 15, 2024 to April 30, 2025, the Company incurred research and development expense of $94,482 to Chief Medical Officer of the Company
During the period of incorporation from November 15, 2024 to April 30, 2025, the Company incurred Salary & benefits expense of $14,846 to a person related to the Director of the Company

Stock Issuance

During the period from November 15, 2024 (Inception) through April 30, 2025, the Company issued 14,050,001 common shares to related parties for gross proceeds of $70,250.

8. EQUITY

Share Capital

Authorized

Unlimited number of common shares without par value.

Issued

On December 9, 2024, the Company issued 22,500,000 common shares at $0.005 per share for total gross proceeds of $112,500.

On December 31, 2024, the Company entered a license agreement with Mor Research Corporation and Ariel Scientific Innovations and issued 3,750,000 common shares at $0.005 per share for total gross proceeds of $18,750.

On January 17, 2025, the Company closed a private placement of 15,850,000 common shares at $0.05 per share for total gross proceeds of $792,500.

On April 8, 2025, the Company entered a license agreement with AlertCloud and issued 1,184,210 common shares at $0.05 per share for total gross proceeds of $59,211.

A-17

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the period of incorporation from November 15, 2024 to April 30, 2025
(Expressed in Canadian Dollars)

8. EQUITY (continued)

The Company incurred $10,481 in legal fees as share issuances costs.

Options

The Company finalized its stock option plan. The Plan provides that the board of directors of Company may from time to time, in its discretion, grant to directors, employees, consultants and its affiliates equity incentive awards in the form of stock options, restricted share units, deferred share units, and performance share units.

All equity incentives granted pursuant to the Plan shall be subject to the terms and conditions of the Plan. The number of shares which will be available for purchase pursuant to an option will be equal to the number of shares as determined by the Board of Directors from time to time. The exercise price of each option shall not be less than 100% of the Fair Market Value of the shares. The option period shall be five years from the date such option is granted. Unless otherwise specified by the Board, Options will vest and be exercisable as follows:

(a) During the first six months, the Optionee may exercise up to 25% of the total Shares reserved for issuance under the Option

(b) In each subsequent six-month period, the Optionee may exercise an additional 25%, plus any Shares not purchased in the prior periods, until 100% of the Option is exercisable after the 18th month.

Participants may also exercise options using a Cashless Exercise Right, where they forgo receiving the shares in exchange for a cash equivalent value, based on the difference between the exercise price and the Fair Market Value.

During the year period from November 15, 2024 (Inception) through April 30, 2025, no options have been granted.

9. RESEARCH AND DEVELOPMENT

		April 30, 2025
Subcontractos	$	128,878
Others		2,362
Total	$	131,240

10. CAPITAL MANAGEMENT

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity for the period from November 15, 2024 (Inception) through April 30, 2025.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under specific circumstances.

The Company is not subject to externally imposed capital requirements as at April 30, 2025.

A-18

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the period of incorporation from November 15, 2024 to April 30, 2025

(Expressed in Canadian Dollars)

11. INCOME TAX

The following table reconciles the amount of income tax recoverable on application of the statutory Canadian federal and provincial income tax rates:

	2025
Net loss before taxes	$ (751,319)
Canadian statutory income tax rate	27%
Income tax recovery at statutory rate	(203,000)
Effect of income taxes of:
Change in deferred tax assets not recognized	1,000
Permanent differences	1,000
Share issue costs	(3,000)
Change in unrecognized deferred income tax assets	204,000
Deferred income tax provision	$ -

The significant components of the Company's unrecorded deferred income tax assets are as follows:

	April 30, 2025
Non-capital losses carried forward	$ 202,000
Share issuance costs	2,000
	204,000
Unrecognized deferred tax assets	(204,000)
Net deferred tax assets	$ -

As at April 30, 2025, the Company had non-capital tax loss carry forwards in Canada of $481,000 which can be applied to reduce future Canadian taxable income and will expire in 2045. In addition, the Company had net operating tax loss carry forwards in the Israel of $268,000 which can be applied to reduce future Israel taxable income with no expiration period.

12. SUBSEQUENT EVENTS

On June 4, 2025, the Company closed a private placement of 7,160,000 units at a price of $0.25 per share for total gross proceeds of $1,790,000. Each unit is comprised of one common share and one half of one common share purchase warrant with each warrant exercisable at a price of $0.40 per share for a period of two years.

In connection with the June private placement, the Company entered into a Finders Fee agreement with one of the shareholders in which 300,000 units were granted for introducing potential investors to the company. Each unit is comprised of one common share and one half of one common share purchase warrant with each warrant exercisable at a price of $0.40 per share for a period of two years.

On August 25, 2025, the Company granted 725,000 restricted share units (RSUs) to the Chief Executive Officer of the Company with an expiry of August 25, 2030. The RSU will vest in a series of time-based tranches. The Company issued a total of 310,313 shares for the RSUs vested.

A-19

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the period of incorporation from November 15, 2024 to April 30, 2025
(Expressed in Canadian Dollars)

12. SUBSEQUENT EVENTS (continued)

On August 25, 2025, the Company granted 325,000 options with an exercise price of $0.05 expiring on August 25, 2030. The options will vest in a series of time-based tranches.

On September 16, 2025, the Company issued 1,500,000 common shares at a price of $0.05 per share for gross proceeds of $75,000.

A-20

A-21

ALZAI HEALTH CORP.

Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars)

(unaudited)

ALZAI HEALTH CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

As at January 31, 2026

(Expressed in Canadian Dollars, unaudited)

As at	Notes	January 31, 2026	April 30, 2025
ASSETS
Current assets
Cash		$ 769,717	313,370
Receivables		105,860	13,958
Prepaid expenses		32,903	9,854
Total current assets		908,480	337,182
Equipment	5	14,776	-
Intangible assets	6	92,564	102,774
TOTAL ASSETS		$ 1,015,820	439,956
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	7	$ 1,091,628	211,308
Convertible debenture — liability component	8	555,917	-
TOTAL LIABILITIES		$ 1,647,545	211,308
SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital	10	2,648,353	972,480
Reserves	10	470,960	-
Accumulated other comprehensive income (loss)		(58,169)	7,487
Retained Earnings (Accumulated Deficit)		(3,692,869)	(751,319)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY)		(631,725)	228,648
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)		$ 1,015,820	439,956

Nature of Operations (Note 1)

Going Concern (Note 2)

Subsequent Event (Note 13)

Approved and authorized for issue by the Board of Directors on April 7, 2026

“Hayim Raclaw”

Director

“Roy Kait”

Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

ALZAI HEALTH CORP

CONDENSED CONSOLIDATED INTERIM STATEMENT OF LOSS AND COMPREHENSIVE LOSS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

	Notes	For the nine month ended January 31, 2026	From incorporation on November 15, 2024 to January 31, 2025
Revenue		27,039	-
Operating expenses
Amortization and depreciation	5,6	$ (11,527)	(195)
Consulting	9	(323,443)	(64,864)
Office and administration		(73,654)	(22,000)
Patent expenses		(37,949)	-
Professional fees		(1,031,952)	(165,788)
Research and development	11	(851,788)	(56,088)
Salaries and benefits	9	(235,672)	-
Share-based compensation	10	(361,004)	-
Travel		(51,891)	(255)
Operating loss		(2,951,841)	(309,190)
Other income (expenses)
Interest income		132	5
Other expenses		(7,488)	-
Interest expense — accretion on convertible debenture	8	(22,637)	-
Foreign exchange gain (loss)		40,284	(1,404)
Loss		(2,941,550)	(310,589)
Foreign currency translation adjustment		(65,656)	-
Loss and comprehensive loss		$ (3,007,206)	(310,589)
Basic and diluted loss per share		$ (0.06)	(0.02)
Weighted average number of shares outstanding		50,716,210	19,878,572

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

A-23

ALZAI HEALTH CORP

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIENCY)

For the nine months ended January 31, 2026 and the period of incorporation from November 15, 2024 through April 30, 2025

(Expressed in Canadian Dollars, unaudited)

	Number of shares	Share capital $	Reserves $	Deficit $	Accumulated other comprehensive income (loss) $	Total $
Incorporation date November 15, 2024	-	-	-	-	-	-
Founders’ shares	1	-	-	-	-	-
Shares issued for private placements	38,350,000	905,000	-	-	-	905,000
Shares issued – License Agreement	3,750,000	18,750	-	-	-	18,750
Shares issued – AlertCloud	1,184,210	59,211	-	-	-	59,211
Share issuance cost	-	(10,481)	-	-	-	(10,481)
Foreign currency translation adjustment	-	-	-	-	7,487	7,487
loss for the period	-	-	-	(751,319)	-	(751,319)
Balance, April 30, 2025	43,284,211	972,480	-	(751,319)	7,487	228,648
Shares issued for private placement	7,160,000	1,611,948	178,052	-	-	1,790,000
Shares issued	1,500,000	75,000	-	-	-	75,000
Shares issued on settlement of RSUs	711,376	142,276	(142,276)	-	-	-
Share issuance cost	300,000	(153,351)	7,460	-	-	(145,891)
Share-based compensation	-	-	361,004	-	-	361,004
Foreign currency translation adjustment	-	-	-	-	(65,656)	(65,656)
Equity component of convertible debenture	-	-	66,720	-	-	66,720
loss for the period	-	-	-	(2,941,550)	-	(2,941,550)
Balance, January 31, 2026	52,955,587	2,648,353	470,960	(3,692,869)	(58,169)	(631,725)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

A-24

ALZAI HEALTH CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

	For the nine month ended January 31, 2026	From incorporation on November 15, 2024 to January 31, 2025
Operating activities
Loss for the period	$ (2,941,550)	(310,589)
Non-cash items:
Amortization and depreciation	11,527	195
Share-based compensation	361,004	-
Accretion of convertible debenture	22,637	-
Changes in non-cash working capital items:
Receivables	(91,902)	(24,147)
Prepaid expenses	(23,049)	-
Accounts payable and accrued liabilities	880,320	145,801
Net cash flows used in operating activities	(1,781,013)	(188,740)
Investing activities
Purchase of equipment	(15,323)	-
Purchase of intangible asset	(770)	-
Net cash flows used in investing activities	(16,093)	-
Financing activities
Proceeds from private placements	1,865,000	905,000
Convertible loan	600,000	-
Share issuance cost	(153,351)	-
Net cash flows provided by financing activities	2,311,649	905,000
Impact of foreign exchange on cash	(58,196)	-
Increase/(Decrease) in cash	514,543	716,260
Cash, beginning of the period	313,370	-
Cash, end of the period	$ 769,717	716,260

Non-cash transactions:

Shares issued – License agreement $18,750

Purchase of intangible asset payable - $27,989

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

A-25

ALZAI HEALTH CORP.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the nine months ended January 31, 2026
(Expressed in Canadian Dollars, unaudited)

1. NATURE OF OPERATIONS

Alzai Health Corp. (the "Company") was incorporated under the Business Corporations Act (Ontario) on November 15, 2024. The Company is a healthcare company focused on innovative health solutions.

Alzai Health Israel Ltd. (the "Subsidiary") was incorporated in Israel on December 15, 2024, and registered as a company limited by liability under the Israeli Companies Law, 1999. The subsidiary supports the Company's international operations and contributes to its mission of delivering advanced healthcare solutions globally.

The registered office of the Company is located at 22 Adelaide Street West, Suite 3400, Toronto, Ontario, M5H 4E3, Canada.

These condensed consolidated interim financial statements were approved and authorized for issue by the Company's Board of Directors on April 7, 2026.

2. GOING CONCERN

These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

The Company has not generated any revenues or cash flows from operations and relies on financing for its activities. The Company's ability to continue as a going concern is dependent upon raising additional capital or evaluating strategic alternatives. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

These condensed consolidated interim financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. If the going concern assumption was not appropriate for these consolidated financial statements, adjustments would be necessary to the statement of financial position classifications used. Such adjustments could be material. These condensed consolidated interim financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the foreseeable future.

3. BASIS OF PRESENTATION

Statement of Compliance

These condensed interim financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting.

Functional and Presentation currency

The condensed consolidated interim financial statements are presented in Canadian dollars. The functional currency of the Company is determined based on the currency of the primary economic environment in which the Company operates. The functional currency of the Company is the Canadian dollar and the functional currency of the Subsidiary is the New Israeli Shekel.

A-26

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the nine months ended January 31, 2026
(Expressed in Canadian Dollars, unaudited)

3. BASIS OF PRESENTATION (continued)

Basis of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company and the Subsidiary. Subsidiaries are those entities over which the Company has control. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity and be exposed to variable returns from its activities. Intercompany balances are eliminated on consolidation.

Critical Accounting Estimates and Judgments

The preparation of these condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and income and expenses.

Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are made prospectively. The critical judgments and estimates applied in the preparation of the Company's audited condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company's audited financial statements for the period of incorporation from November 15, 2024 to April 30, 2025.

New Accounting Estimate - Fair value measurement of share purchase warrants

The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date on which they are granted. Estimating fair value for share purchase warrants requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires the determination of the most appropriate inputs to the valuation model including the expected life of the share purchase warrants, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share purchase warrants are disclosed in Note 10.

New Accounting Estimate – Fair value of convertible debt

The Company applies IAS 32 Financial Instruments: Presentation in accounting for its convertible debenture. On initial recognition, the proceeds of the convertible debenture are allocated between the liability component and the equity component. The liability component is measured using an estimated incremental borrowing rate ("IBR"), representing the rate the Company would obtain for a similar non-convertible borrowing. The IBR applied is a key accounting estimate as it significantly affects the allocation between the liability and equity components at inception, as well as the interest accretion recognized using the effective interest method in subsequent periods. An IBR of 25% per annum was applied for the nine-month period ended January 31, 2026.

4. MATERIAL ACCOUNTING POLICIES

These condensed consolidated interim financial statements have been prepared, for all periods presented, following the same accounting policies and methods of computation as the Company's audited annual consolidated financial statements for the period of incorporation from November 15, 2024 to April 30, 2025 and should be read in conjunction with those annual consolidated financial statements and notes thereto.

New Material Accounting Policy Adopted – Fair Value of Warrants

The Company engages in equity financing transactions to obtain the funds necessary to continue operations. These equity transactions may involve the issuance of common shares or units. Units typically comprise a

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

4. MATERIAL ACCOUNTING POLICIES (Continued)

certain number of common shares and share purchase warrants. Depending on the terms and conditions of each equity financing transaction, the warrants are exercisable into additional common shares at a price prior to expiry as stipulated by the terms of the transaction. Upon the issuance of a unit of shares and warrants, the Company uses the relative fair value method in attributing value of the shares and warrants issued in a unit. The Company adopted the Black Scholes Valuation model with respect to the measurement of warrants issued as private placement units. Proceeds from unit placements are allocated between shares and warrants issued according to their relative fair value. The fair value attributed to the warrants is credited to reserve. When warrants are exercised, the value is transferred from reserve to share capital. If the warrants expire unexercised, the related amount remains in reserve.

New Accounting Standards issued but not yet effective

IFRS 18, Presentation and Disclosure of Financial Statements ("IFRS 18"): In April 2024, the IASB issued IFRS 18 to bring more transparency and comparability to the financial performance of companies, enabling investors to make better investment decisions. IFRS 18 introduces three sets of new requirements: improved comparability of the profit or loss statement (statement of income), improved transparency of management-defined performance measures, and more useful grouping of information in financial statements. IFRS 18 will replace IAS 1, Presentation of Financial Statements. This standard becomes effective for years beginning on or after January 1, 2027, and companies may apply it earlier subject to authorization by relevant regulators. The Company is assessing the impacts of adopting IFRS 18.

5. EQUIPMENT

	Computer Equipment
Cost
Balance, November 15, 2024 & April 30, 2025	$ -
Additions	15,323
Foreign translation impact	-
Balance, January 31, 2026	$ 15,323
Accumulated amortization
Balance, November 15, 2024 & April 30, 2025	$ -
Depreciation	(547)
Foreign translation impact	-
Balance, January 31, 2026	$ (547)
Net book value
Balance, April 30, 2025	$ -
Balance, January 31, 2026	$ 14,776

A-28

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the nine months ended January 31, 2026
(Expressed in Canadian Dollars, unaudited)

6. INTANGIBLE ASSETS

Mor and Ariel License Agreement

On December 31, 2024, the Company entered into a license agreement the (“Mor and Ariel License Agreement”) with Mor Research Applications Ltd (“Mor”) and Ariel Scientific Innovations (“Ariel” and together with Mor, the “Licensors”), granting the Company an exclusive, perpetual, worldwide, royalty-bearing license to a proprietary technology for early risk screening of Alzheimer’s disease in the field of neurodegenerative diseases (the “License”).

Under the terms of the Mor and Ariel License Agreement, the Company is required to reimburse the Licensors for all prior patent-related expenses, estimated at $26,555 (ILS 71,435), which is payable in cash. In addition, the Company issued 3,750,000 common shares of the Company (“Common Shares”) to the Licensors, valued at $0.005 per share for a total of $18,750. During the nine months ended January 31, 2026, the Company incurred an additional ILS 1,988 ($770) in patent related cost.

In consideration, the Company shall pay the Licensors the following consideration during the term of the License:

Royalties equal to three percent (3%) of Net Sales
A sublicense fee equal to twenty percent (20%) of any Sublicense Consideration.

Although the License is perpetual, the Mor and Ariel License Agreement stipulates expiration on a country-by-country basis as the latter of:

The expiration of the last licensed patent, or
20 years from the first commercial sale in that country.

Accordingly, the License is considered to have a finite useful life of 20 years and is amortized on a straight-line basis over this period.

On April 15, 2026, the Company entered into an amending agreement (the “Amendment”) to the Mor and Ariel License Agreement. The Amendment is conditional upon the completion of the Company’s planned initial public offering and shall be null and void, with the original terms of the Mor and Ariel License Agreement reinstated with retroactive effect, if the Company’s initial public offering is not completed before January 1, 2027. The key changes effected by the Amendment are as follows: (i) a new annual license fee is introduced, payable to the Licensors at a rate of $50,000 per year for calendar years 2027 through 2029, and $100,000 per year thereafter; (ii) the aggregate annual license fees for the years 2027 through 2030, totaling $250,000 (the “Initial License Fee”), are payable in advance within 30 days following the closing of the initial public offering; (iii) annual license fees paid are creditable against royalties payable for the corresponding calendar year; (iv) the payment schedule for royalties and sublicense fees has been updated; and (v) Appendix A of the original Mor and Ariel License Agreement, which sets out the research and development milestones, has been replaced by an updated Appendix A-1 reflecting the current status of each milestone, the majority of which have been completed.

AlertCloud License Agreement

On April 8, 2025, the Company entered into a license agreement (the “AlertCloud License Agreement”) with AlertCloud LLC (“AlertCloud”), granting the Company a perpetual, royalty-free license to use, modify, integrate, distribute, and sublicense proprietary software for use in its neurodegenerative disease screening products (the “AlertCloud License”).

As consideration for the AlertCloud License, the Company issued 1,184,210 Common Shares to AlertCloud at a value of $0.05 per Common Share, resulting in a total non-cash consideration of $59,211.

A-29

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

6. INTANGIBLE ASSETS (continued)

Although the AlertCloud License is perpetual, the Company has determined that the software has a finite useful life, estimated at five years, due to the rapid pace of technological advancements in the digital health sector. This estimate is consistent with industry practice for similar software licenses. The asset is being amortized on a straight-line basis over five years.

At the reporting date, the Company assessed the software license for impairment. No indicators of impairment were identified as of January 31, 2026.

	Mor Research License	Alert Cloud Software License	Total
Cost
Balance, November 15, 2024	$ -	$ -	$ -
Additions	46,739	59,211	105,950
Foreign translation impact	(1,434)	-	(1,434)
Balance, April 30, 2025	$ 45,305	$ 59,211	$ 104,516
Additions	770	-	770
Foreign translation impact	-	-	-
Balance, January 31, 2026	$ 46,075	$ 59,211	$ 105,286
Accumulated amortization
Balance, November 15, 2024	$ -	$ -	$ -
Depreciation	777	987	1,764
Foreign translation impact	(22)	-	(22)
Balance, April 30, 2025	755	987	1,742
Additions	1,914	8,882	10,796
Foreign translation impact	184	-	184
Balance, January 31, 2026	$ 2,853	9,869	12,722
Net book value
Balance, April 30, 2025	$ 44,550	$ 58,224	$ 102,774
Balance, January 31, 2026	$ 43,222	$ 49,342	$ 92,564

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	January 31, 2026	April 30, 2025
Accounts payable	$ 789,410	200,017
Accrued liabilities	302,218	11,291
Total	$ 1,091,628	211,308

A-30

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

8. CONVERTIBLE DEBENTURE

On November 27, 2025, the Company completed a non-brokered private placement, issuing 600 convertible debenture units to KW Capital Partners Ltd. at $1,000 per unit for gross proceeds of $600,000. Each unit comprised one senior convertible debenture with a principal amount of $1,111 and 1,852 common share purchase warrants, resulting in total debenture principal of $666,600 and 1,111,200 warrants exercisable at $0.50 per share, expiring November 27, 2027. The debenture bears no periodic interest, matures on November 27, 2026, and is convertible at the holder's option into Common Shares at $0.30 per Common Share at any time prior to maturity. A default interest rate of 12% per annum applies only upon an event of default.

Classification under IAS 32

The instrument has been assessed as a compound financial instrument under IAS 32, comprising a financial liability and two equity components:

Component	Classification	Rationale
Debenture principal	Financial liability	The Company has an unconditional obligation to deliver cash at maturity that it cannot avoid
Conversion feature	Equity	Meets the fixed-for-fixed criterion under IAS 32.16(b)(ii) — fixed cash amount exchanged for a fixed number of shares
Warrants	Equity	Meets the fixed-for-fixed criterion — fixed exercise price for a fixed number of shares

Component Allocation — Residual Method

In accordance with IAS 32.31, the fair value of the liability component was determined first by discounting the contractual cash flows at the Company's incremental borrowing rate ("IBR"), with the residual allocated to equity. Management applied an IBR of 25% per annum, reflecting the Company's early stage, absence of revenue, the presence of an original issue discount ("OID") of $66,600 (11.1%) on the instrument, and comparable private placement rates for similar issuers of 18%–35% per annum.

	$
Gross proceeds received	600,000
Fair value of liability component	(533,280)
Equity component — warrants and conversion feature (residual)	66,720

For the nine-month period ended January 31, 2026, the Company recorded interest accretion of $22,637 on the convertible debenture using the effective interest method at an incremental borrowing rate of 25% per annum, calculated for the period from November 27, 2025 to January 31, 2026. The carrying amount of the liability component as at January 31, 2026 is $559,917 (November 27, 2025 – $533,280).

9. RELATED PARTY TRANSACTIONS

A-31

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

9. RELATED PARTY TRANSACTIONS (continued)

The remuneration of directors and key management personnel was as follows:

	For the nine month ended January 31, 2026	From incorporation on November 15, 2024 to January 2025
Consulting fees	$ 311,927	47,603
Research and development	220,775	56,088
Salaries & benefits	240,952	-
Share-based compensation	142,275	-
Total	$ 915,929	103,691

Balance due to related parties

As of January 31, 2026, accounts payable and accrued liabilities included:

$25,707 due to the Chief Executive Officer of the Company consulting fees and expense reimbursements for the nine months ended January 31, 2026. (For the period of incorporation from November 15, 2024 to April 30, 2025- $Nil).
$14,994 due to the Chief Medical Officer (research & development) of the Company consulting fees and expense reimbursements for the nine months ended January 31, 2026. (For the period of incorporation from November 15, 2024 to April 30, 2025- $15,313).
$23,040 due to the Chief Revenue Officer of the Company for salary and benefits for the nine months ended January 31, 2026. (For the period of incorporation from November 15, 2024 to April 30, 2025- $Nil).
$10,781 due to a person related to the Director of the Company for Salary and benefits for the nine months ended January 31, 2026. (For the period of incorporation from November 15, 2024 to April 30, 2025- $9,479).
$13,289 due to the Chief Financial Officer the Company for Salary and benefits for the nine months ended January 31, 2026. (For the period of incorporation from November 15, 2024 to April 30, 2025- $Nil).

Key Management Compensation

During the nine-month ended January 31, 2026, the Company incurred consulting fees of $236,787 (For the period of incorporation from November 15, 2024 to April 30, 2025- $144,265) to a Company controlled by the Chief Executive Officer of the Company
During the nine months ended January 31, 2026, the Company incurred research and development expense of $220,775 (For the period of incorporation from November 15, 2024 to April 30, 2025- $94,482) to Chief Medical Officer of the Company
During the nine months ended January 31, 2026, the Company incurred Salary & benefits expense of $142,404 (For the period of incorporation from November 15, 2024 to April 30, 2025- $Nil) to the Chief Revenue Officer of the Company
During the nine months ended January 31, 2026, the Company incurred Salary & benefits expense of $91,150 (For the period of incorporation from November 15, 2024 to April 30, 2025- $14,846) to a person related to the Director of the Company

A-32

ALZAI HEALTH CORP.
NOTES TO FINANCIAL STATEMENTS
For the nine months ended January 31, 2026
(Expressed in Canadian Dollars, unaudited)

9. RELATED PARTY TRANSACTIONS (continued)

During the nine months ended January 31, 2026, the Company recognized Salary & benefits expense of $7,398 (For the period of incorporation from November 15, 2024 to April 30, 2025- $Nil) to the Chief Executive Officer of the Company
During the nine months ended January 31, 2026, the Company recognized Consulting fees of $75,139 (For the period of incorporation from November 15, 2024 to April 30, 2025- $Nil) to the Chief Financial Officer of the Company

10. EQUITY

During the nine months ended January 31, 2026, the Company granted 725,000 RSUs to the Chief Executive Officer of the Company. (For the period of incorporation from November 15, 2024 to April 30, 2025- Nil)

Share Capital

Authorized

Unlimited number of Common Shares without par value.

For the nine months ended January 31, 2026

On June 19, 2025, the Company closed a private placement and issued 7,160,000 units at a price of $0.25 per unit for total gross proceeds of $1,790,000. Each unit is comprised of one common share of the Company and one-half of one share purchase warrant of the Company. Each whole warrant is exercisable for one common share of the Company at an exercise price of $0.40 per share for a period of two years from date of issuance. The warrants had a fair value of $178,052 which were estimated using the Black Scholes pricing model and the following assumptions: estimated volatility of 125%, risk-free interest rate of 2.68%, expected life of 2 years, exercise price of $0.40, a dividend yield of 0%, and a share price of $0.20. In connection with the offering, the Company incurred cash finder's fees amounting to $101,167. The Company issued 300,000 units as finder's fees with each unit comprised of one common share of the Company and one-half of one share purchase warrant of the Company. Each whole warrant is exercisable for one common share of the Company at an exercise price of $0.40 per share for a period of two years from date of issuance. The warrants had a fair value of $7,460 which were estimated using Black Scholes pricing model and the same assumptions.

During the nine months ended January 31, 2026, the Company issued 1,500,000 Common Shares at a price of $0.05 per share for gross proceeds of $75,000.

During the nine months ended January 31, 2026, the Company issued 711,376 Common Shares for the RSUs vested during the period. The related reserves of $142,276 were reclassified to common shares on vesting.

In connection with the issuances of Common Shares during the nine months ended January 31, 2026, the Company incurred $44,724 in legal fees related to share issuance costs.

A-33

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

10. EQUITY (continued)

For the period of incorporation from November 15, 2024 through April 30, 2025

On December 9, 2024, the Company issued 22,500,000 Common Shares at $0.005 per Common Share for total gross proceeds of $112,500.

On December 31, 2024, the Company entered the Mor and Ariel License Agreement. Under the terms of the agreement, the Company issued 3,750,000 common shares, valued at $0.005 per share for a total value of $18,750. For a description of the key terms of the Agreement, refer to Note 6 above.

On January 17, 2025, the Company closed a private placement of 15,850,000 Common Shares at $0.05 per Common Share for total gross proceeds of $792,500.

On April 8, 2025, the Company entered into a license agreement with AlertCloud LLC and issued 1,184,210 Common Shares at $0.05 per Common Share for a total value of $59,211.

The Company incurred $10,481 in legal fees as share issuances costs.

Warrants

A summary of the warrant activity for the nine months ended January 31, 2026, and the period of incorporation from November 15, 2024 to April 30, 2025 is as follows:

	For the nine months ended January 31, 2026	For the period of incorporation from November 15, 2024 to April 30, 2025
	Number of warrants	Number of warrants
Balance, beginning of the period	-	-
Issued	4,841,200	-
Balance, end of the period	4,841,200	-

As at January 31, 2026, the following warrants are outstanding:

Expiry date	Number of warrants outstanding	Exercise price
19-Jun-27	3,580,000	$0.40
14-Oct-27	150,000	$0.40
27-Nov-27	1,111,200	$0.50
Total	4,841,200

The weighted average exercise price of warrants outstanding is $0.42 and the average remaining contractual life of outstanding warrants is 1.48 years.

A-34

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

10. EQUITY (continued)

Options

The Company approved an amended and restated omnibus equity incentive plan (the "Plan"). The Plan provides that the board of directors of Company may from time to time, in its discretion, grant to directors, employees, consultants and its affiliates equity incentive awards in the form of stock options ("Options"), restricted share units ("RSUs"), deferred share units ("DSUs"), and performance share units ("PSUs" and together with the Options, RSUs and DSUs, the "Awards").

All Awards granted pursuant to the Plan shall be subject to the terms and conditions of the Plan. The total number of Common Shares reserved and available for grant and issuance pursuant to the Options shall not exceed 10% of the total issued and outstanding Common Shares from time to time, and the total number of Common Shares reserved and available for grant and issuance pursuant to the RSUs, DSUs and PSUs shall not exceed 10% of the issued and outstanding Common Shares as at the date the Plan was approved.

The exercise price per Common Share of any Option shall not be less than 100% of the Fair Market Value (as defined in the Plan). The option period shall be five years from the date such Option is granted (the "Option Period"). Unless otherwise specified by the Board, Options will vest and be exercisable as follows:

(a) during the first six months of the Option Period, the Optionee may purchase up to 25% of the total Common Shares reserved for issuance under the Option;

(b) at any time during each additional 6-month period of the Option Period, the Optionee may purchase an additional 25% of the total number of Common Shares reserved for issuance pursuant to his or her Option plus any Common Shares not purchased in accordance with subsection (a) above and this subsection (b) until, after the 18th month of the Option Period, 100% of the Option becomes exercisable.

Participants may also exercise options using a Cashless Exercise Right, where they forgo receiving the Common Shares in exchange for a cash equivalent value, based on the difference between the exercise price and the Fair Market Value.

For the nine months ended January 31, 2026

During the nine months ended January 31, 2026, the Company granted 525,000 options with an exercise price of $0.05, and 775,000 options with exercise price of $0.25. See the details below:

Grant Date	Exercise Price	Expiry Date	Vesting Condition	Number of Options
August 25, 2025	$0.05	August 25, 2030	Vesting based on 8 quarterly instalments starting on the Grant Date	325,000
January 1, 2026	$0.05	January 1, 2031	Vesting based on 8 quarterly instalments starting on the Grant Date	200,000
January 1, 2026	$0.25	January 1, 2031	Vesting based on 8 quarterly instalments starting on the Grant Date	575,000
January 1, 2026	$0.25	January 1, 2031	33% vested on January 1, 2027 and thereafter, 8 quarterly instalments	200,000

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

10. EQUITY (continued)

	For the nine months ended January 31, 2026	For the period of incorporation from November 15, 2024 to April 30, 2025
	Number of options	Number of options
Balance, beginning of the period	-	-
Granted	1,300,000	-
Exercised	-	-
Balance, end of the period	1,300,000	-

Options

As at January 31, 2026, the weighted average remaining life for the outstanding options was 4.83 years. The weighted average exercise price of the stock options outstanding is $0.17.

During the nine months ended January 31, 2026, the Company recognized $100,661 in share-based compensation related to the vesting of stock options.

The following weighted average assumptions were applied using the Black-Scholes Options Pricing model to estimate the fair value of stock options granted during the nine months ended January 31, 2026.

For the grant dated August 25, 2025:

	Nine months ended January 31, 2026
Risk-free interest rate	2.96%
Expected life (years)	5
Annualized volatility	149%
Dividend yield	0%
Share price	$0.20

For the grant dated January 01, 2026:

	Nine months ended January 31, 2026
Risk-free interest rate	2.98%
Expected life (years)	5
Annualized volatility	125%
Dividend yield	0%
Share price	$0.20

A-36

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

10. EQUITY (continued)

Restricted Share Units ("RSUs").

RSUs are governed under the Plan. A summary of the RSU activity for the nine months ended January 31, 2026 and for the period of incorporation from November 15, 2024 to April 30, 2025:

	For the nine months ended January 01, 2026	For the period of incorporation from November 15, 2024 to April 30, 2025
	Number of RSUs	Number of RSUs
Balance, beginning of the period	-	-
Granted	3,150,000	-
Settled	(711,376)	-
Balance, end of the period	2,438,624	-

For the nine months ended January 31, 2026, the Company granted 3,150,000 RSUs to employees, directors and service providers of the Company, vesting in series of time-based tranches. During the period, 711,376 RSUs vested and were settled through the issuance of 711,376 Common Shares. Upon settlement, the cumulative share-based compensation reserve of $142,275 attributable to the vested RSUs was reclassified from reserves to share capital.

During the nine months ended January 31, 2026, the Company recognized $260,343 in share-based compensation related to the vesting of RSUs.

Grant Date	Expiry Date	Vesting Condition	Number of Options
August 25, 2025	August 25, 2030	247,500 vested on grant date and the rest vesting based on 8 quarterly instalments.	725,000
January 1, 2026	January 1, 2031	Vesting based on 8 quarterly instalments starting on the Grant Date	1,400,000
January 1, 2026	January 1, 2031	33% vested on the grant date and the rest vesting based on 8 quarterly instalments.	1,025,000

ALZAI HEALTH CORP.

NOTES TO FINANCIAL STATEMENTS

For the nine months ended January 31, 2026

(Expressed in Canadian Dollars, unaudited)

11. RESEARCH AND DEVELOPMENT

	For the nine months ended January 31, 2026	For the period of incorporation from November 15, 2024 to January 31, 2025
Salary & benefits	$ 314,713	-
Subcontractors	528,902	56,088
Others	8,173	-
Total	$ 851,788	56,088

12. CAPITAL MANAGEMENT

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity (deficiency) for the nine months ended January 31, 2026.

The Company is not subject to externally imposed capital requirements as at January 31, 2026.

13. SUBSEQUENT EVENT

On April 3, 2026, the Company issued unsecured convertible promissory notes for aggregate gross proceeds of $300,000 (the "Convertible Notes"). The Convertible Notes will automatically convert into units upon the Company's IPO, with each unit consisting of one common share and one-half common share purchase warrant. As of the date of these financial statements, the full amount of the proceeds have been received by the Company.
In April 2026, the Company and KW Capital Partners Ltd. entered into an Amending Agreement (the "Amendment") to the senior convertible debenture issued on November 27, 2025 (Note 8). Pursuant to the Amendment, (i) the principal amount of the Debenture was increased from $666,600 to $769,230, and (ii) the maturity date was extended from November 27, 2026 to October 14, 2027. All other terms of the Debenture, including the conversion price of $0.30 per common share and the warrant terms, remain unchanged. The Amendment will be accounted for prospectively in the period in which it became effective. The financial statements for the nine months ended January 31, 2026 have not been adjusted to reflect the Amendment, as it occurred subsequent to the reporting date.
In April 15, 2026, the Company entered into the Amendment to the Mor and Ariel License Agreement. For a description of the key terms of the Amendment, refer to Note 6 above.
On April 7, 2026, the Company granted 10,000 Options to an employee of the Company. The Options have an exercise price of $0.25 per Common Share and are exercisable for a period of five years from the grant date, expiring April 7, 2031. The options vest as follows: 33% vest on the grant date, with the remainder vesting in 8 equal quarterly instalments thereafter, in accordance with the terms of the Plan.

A-38

B-1

SCHEDULE B

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE 2024 FISCAL PERIOD AND 2025 Q3 PERIOD

(See attached)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF ALZAI HEALTH CORP. FOR THE PERIOD OF INCORPORATION FROM NOVEMBER 15, 2024 TO APRIL 30, 2025

The following discussion is management's assessment and analysis of the results of operations and financial conditions of Alzai Health Corp. (the "Company") and should be read in conjunction with the accompanying consolidated financial statements and accompanying notes for the period of Incorporation from November 15, 2024 to April 30, 2025. All financial information in this Management's Discussion and Analysis ("MD&A") has been prepared in accordance with International Financial Reporting Standards ("IFRS") and all dollar amounts are expressed in Canadian dollars unless otherwise indicated.

FORWARD-LOOKING STATEMENTS

This discussion contains "forward-looking statements" that involve risks and uncertainties. Such forward-looking statements concern the Company's anticipated results and developments in the Company's operations in future periods, plans related to its business and other matters that may occur in the future. Such information, although considered to be reasonable by the Company's management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made. This MD&A may contain forward-looking statements that reflect the Company's current expectations and projections about its future results. When used in this MD&A, words such as "estimate", "intend", "expect", "anticipate" and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company's future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Such statements reflect our management's current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and known or unknown risks and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements.

COMPANY OVERVIEW AND DESCRIPTION OF BUSINESS

Alzai Health Corp. (the "Company") was incorporated under Business Corporation Act of Ontario on November 15, 2024. Alzai Health Israel, a wholly owned subsidiary of the Company, was incorporated in Israel on December 15, 2024 under the Israeli Companies Law, 1999. The registered office of the Company is located at 100 King Street West, 1 First Canadian Place, Suite 1600, Toronto, Ontario, M5X 1G5, Canada.

Alzai is an Al-driven Alzheimer's disease risk screening platform, enabling disease prevention and early disease diagnosis to improve patient outcomes. Alzai uses low-cost, non-invasive, pre-existing biomarker data present nearly all Electronic Medical Records of the relevant age demographic. The mission of the Company is to address a major unmet need in Alzheimer's screening enabling early detection and mitigation driving to diagnosis, therapy or prevention.

On December 31, 2024, the Company entered into a license agreement with Mor Research Applications Ltd. and Ariel Scientific Innovations ("the licensors") providing Alzai Health Corp. the rights to a certain technology relating

B-2

to early risk screening of at-risk populations in developing Alzheimer disease ("the Technology") in the field of neurodegenerative diseases ("the field").

In consideration for the grant of the License, the Company shall pay Licensors the following consideration during the term of the License:

(i) Royalties at a rate of three percent (3%) of Net Sales (the "Royalties"),
(ii) Sublicense fee at a rate of twenty percent (20%) of Sublicense Consideration ("Sublicense Fee"),
(iii) Upon execution of this Agreement, the Company shall issue to Licensors such number of shares of Common Stock of the Parent Company constituting 10% (5% to each of Mor and Ariel) of the Parent Company's shares of capital stock on a fully diluted basis as at the Effective date.

On April 8, 2025, the Company entered into a license agreement with AlertCloud ("the licensor") providing Alzai Health Corp. the rights to use a royalty-free software license (the "License") for use in its neurodegenerative disease screening products.

In consideration for the grant of the License, the Company shall pay the Licensor the following consideration during the term of the License:

(i) Upon execution of this Agreement, the Company shall issue to Licensors such number of shares of Common Stock of the Parent Company constituting 5% of the Parent Company's shares of capital stock on a fully diluted basis as at the Effective date.

SELECTED FINANCIAL INFORMATION

The following selected financial data with respect to the Company's financial condition and results of operations has been derived from the consolidated financial statements of the Company for the period from Incorporation of November 15, 2024 to April 30, 2025.

The selected financial data should be read in conjunction with those consolidated financial statements and the notes thereto.

As of,		April 30, 2025
Cash	$	313,370
Current assets	$	337,182
Total assets	$	439,956
Non-Current liabilities	$	-
Total liabilities	$	211,308
Shareholders' equity (deficiency)	$	228,648

RESULTS OF OPERATIONS

Operating expenses	For the period from incorporation of November 15, 2024 to April 30, 2025
Amortization	$ 1,850
Consulting	273,638
Marketing	21,000
Office and administrative	46,730
Professional fees	244,258
Research and development	131,240
Salaries and benefits	19,130
Total operating expenses	(737,760)
Other income (expense)
Interest income	53
Other expenses	(12,672)
Foreign exchange gain (loss)	(940)
Net loss	$ (751,319)

For the period from incorporation on November 15, 2024, to April 30, 2025, Alzai Health Corp. incurred consulting expenses totaling $273,638. These costs were primarily attributable to fees paid for CEO services, as well as for specialized research and development advisors engaged in the health sector. As Alzai Health continues to progress from its formative phase toward more active operational and research milestones, consulting costs are expected to remain a significant component of overall expenditures.

Professional fees totaling $244,258 were incurred during the period from incorporation on November 15, 2024, to April 30, 2025. These fees primarily relate to legal and audit services and represent a significant portion of the Company's operating expenses. Legal costs were associated with activities such as share issuances, the execution of new contracts, and the preparation of key corporate documentation for Alzai Health Corp.'s Israeli subsidiary. Additionally, audit fees were incurred in connection with the audit of its initial fiscal year-end.

During the period from incorporation on November 15, 2024, to April 30, 2025, Alzai Health Corp. incurred research and development related expenses of $131,240, primarily supporting its mission to develop an Al-driven Alzheimer's disease risk screening platform. These expenditures were directed toward engagements with experts and advisors in the health sciences field, big data infrastructure and artificial intelligence development.

LIQUIDITY AND CAPITAL RESOURCES

The Company continually monitors and manages cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to take into account changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of April 30, 2025, we had a working capital surplus of $125,874 (current assets of $337,182, less current liabilities of $211,308).

Our continuing operations are dependent upon our ability to obtain debt or equity financing until such time that we achieve profitable operations. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.

B-4

Since inception, we have incurred operating losses and have experienced negative cash flows from operations. We do not anticipate that cash on hand will be adequate to satisfy our obligations in the ordinary course of business over the next 12 months. Based on this assessment, we have material uncertainties about our business that may cast substantial doubt about our ability to continue as a going concern. Accordingly, our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations. See further discussion related to our ability to continue as a going concern within Note 2 in the consolidated financial statements for the period from incorporation of November 15, 2024 to April 30, 2025.

The chart below highlights our cash flows for the period indicated:

	For the period of incorporation from November 15, 2024 to April 30, 2025
Net cash provided by (used in):
Operating activities	(549,284)
Financing activities	902,200
Effects of foreign currency transactions on cash	(39,546)
Increase in cash	313,370

Cash Used in Operating Activities

During the period from incorporation from November 15, 2024 to April 30, 2025, cash used in operating activities was $549,284. The Company has not generated any cash from operations to date and therefore, financing has been the sole source of funds.

Cash Provided by Financing Activities

The Company has funded the business to date from the issuance of common stock through private placements. Net cash provided by financing activities for the period from incorporation of November 15, 2024 to April 30, 2025, was $902,200.

During the period from incorporation of November 15, 2024 to April 30, 2025, the Company received proceeds from the issuance of shares of $905,000 net of $2,800 of share issuance costs paid in cash for a net amount of $902,200.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no material undisclosed off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our operations, financial condition, revenues or expenses, liquidity, capital expenditure or capital resources that is material to investors.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and Board of Director members.

All related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts either due from or due to related parties other than specifically disclosed are non-interest bearing, unsecured and have no fixed terms of repayments.

B-5

The Company had the following key management personnel and related companies as of April 30, 2025:

Key management personnel
Hayim Raclaw	Director
Roy Kait	Director, Chief Revenue Officer
Sovereign74,LLC	Company owned by Director
Amir Glik	Chief Medical Officer

The remuneration of directors and key management personnel was as follows:

	For the period from November 15, 2024 (Inception) through April 30, 2025
Consulting fees
Sovereign74,LLC, a Company owned by Hayim Raclaw, a Director of the Company	144,265
Ofri Kait, Related to a Director	14,846
Amir Glik, Chief Medical Officer	94,482
Total	$ 253,593

Balance due to related parties

As at April 30, 2025, accounts payable and accrued liabilities included:

$9,479 due to a related party of a Director of the Company for Salary & benefits for the period of incorporation from November 15, 2024 to April 30, 2025$15,313 due to the Chief Medical Officer of the Company for consulting fees and expense reimbursements for the period of incorporation from November 15 2024, to April 30, 2025.

Stock Issuance

During the period from incorporation from November 15, 2024 to April 30, 2025, the Company issued 3,633,334 common shares to related parties for gross proceeds of $18,167.

SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares without par value.

As at the date of the MD&A date October 15 2025, the Company has 52,254,524 common shares issued and outstanding.

During the period from incorporation of November 15, 2024 to April 30, 2025,:

a) On December 9, 2024, the Company issued 22,500,000 common shares at $0.005 per share for total gross proceeds of $112,500.
b) On December 31, 2024, the Company entered a license agreement with Mor Research Corporation and Ariel Scientific Innovations and issued 3,750,000 common shares at $0.005 per share for total gross proceeds of $18,750.
c) On January 17, 2025, the Company closed a private placement of 15,850,000 common shares at $0.05 per share for total gross proceeds of $792,500.

B-6

d) On April 8, 2025, the Company entered a license agreement with AlertCloud and issued 1,184,210 common shares at $0.05 per share for total gross proceeds of $59,211.

The Company incurred $10,481 in legal fees as share issuances costs.

CAPITAL MANAGEMENT

SIGNIFICANT ACCOUNTING POLICIES

Please refer to the Company's consolidated financial statements for the period of incorporation from November 15, 2024 to April 30, 2025 for the significant accounting policies and critical accounting estimates used in the preparation of these consolidated financial statements and MD&A.

New Accounting Standards issued but not yet effective

OFF-BALANCE SHEET ARRANGEMENTS

As of April 30, 2025, and at the date of this MD&A, the Company does not have any off-balance sheet arrangements.

FINANCIAL INSTRUMENTS

The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's primary exposure to credit risk is its cash held in bank accounts. Cash is deposited in bank accounts held with major bank in Canada. As all of the Company's cash is held by one bank, there is a concentration of credit risk. However, this risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.

B-7

B-8

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet financial obligations as they fall due. The Company seeks to ensure there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash. As at April 30, 2025, the Company had a cash balance of $313,370 to settle current liabilities of $211,308 which fall due for payment within 12 months of the date of the balance sheet. In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares. The Company's access to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding.

SUBSEQUENT EVENTS

In connection with the June private placement, The Company entered into a Finders Fee agreement with one of the shareholders in which 300,000 units were granted for introducing potential investors to the company. Each unit is comprised of one common share and one half of one common share purchase warrant with each warrant exercisable at a price of $0.40 per share for a period of two years.

On August 25, 2025, the Company granted 325,000 options with an exercise price of $0.05 expiring on August 25, 2030. The options will vest in a series of time-based tranches.

APPROVAL

The Company's Board of Directors have approved the consolidated financial statements for the period of incorporation from November 15, 2024 to April 30, 2025. The Company's Board of Directors has also approved the disclosures contained in this MD&A.

ALZAI HEALTH CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JANUARY 31, 2026

The following discussion is management's discussion and analysis ("MD&A") of the results of operations and financial conditions of Alzai Health Corp. (the "Company" or "Alzai"). This MD&A is dated April 7, 2026 and should be read in conjunction with the accompanying condensed consolidated interim financial statements and accompanying notes for the period ended January 31, 2026. All financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards ("IFRS") and all dollar amounts are expressed in Canadian dollars unless otherwise indicated.

FORWARD-LOOKING STATEMENTS

COMPANY OVERVIEW AND DESCRIPTION OF BUSINESS

The Company was incorporated under the Business Corporations Act (Ontario) on November 15, 2024. Alzai Health Israel Ltd. (the "Subsidiary"), a wholly owned subsidiary of the Company, was incorporated in Israel on December 15, 2024 under the Israeli Companies Law, 1999. The registered office of the Company is located at 22 Adelaide Street West, Suite 3400, Toronto, Ontario, M5H 4E3, Canada.

Alzai is an Al-driven Alzheimer's disease ("AD") risk screening platform, enabling disease prevention and early disease diagnosis to improve patient outcomes. Alzai uses low-cost, non-invasive, pre-existing biomarker data present in nearly all electronic medical records of the relevant age demographic. The mission of the Company is to address a major unmet need in AD screening to enable early detection and mitigation driving to diagnosis, therapy or prevention.

B-9

On December 31, 2024, the Company entered into a license agreement with Mor Research Applications Ltd. ("Mor") and Ariel Scientific Innovations ("Ariel" and together with Mor, the "Licensors") providing Alzai the rights (the "Mor and Ariel License") to a certain technology relating to early risk screening of at-risk populations in developing AD in the field of neurodegenerative diseases (the "Mor and Ariel License Agreement"). Terms in this section not otherwise defined in the MD&A have the meaning given to them in the Mor and Ariel license Agreement.

In consideration for the grant of the Mor and Ariel License, the Company shall pay the Licensors the following consideration during the term of the Mor and Ariel License:

(i) Royalties at a rate of three percent (3%) of Net Sales (the "Royalties");
(ii) Sublicense fee at a rate of twenty percent (20%) of Sublicense Consideration; and
(iii) Upon execution of this Agreement, the Company shall issue to Licensors such number of shares of common shares of Alzai ("Common Shares") constituting 10% (5% to each of Mor and Ariel) of Alzai's common shares on a fully diluted basis as at the effective date.

On April 15, 2026, the Company entered into an amending agreement (the "Amendment") to the Mor and Ariel License Agreement.

The Amendment is conditional upon the completion of the Company's planned initial public offering and shall be null and void, with the original terms of the Mor and Ariel License Agreement reinstated with retroactive effect, if the Company's initial public offering is not completed before January 1, 2027. The key changes effected by the Amendment are as follows: (i) a new annual license fee is introduced, payable to the Licensors at a rate of $50,000 per year for calendar years 2027 through 2029, and $100,000 per year thereafter; (ii) the aggregate annual license fees for the years 2027 through 2030, totaling $250,000 (the "Initial License Fee"), are payable in advance within 30 days following the closing of the initial public offering; (iii) annual license fees paid are creditable against royalties payable for the corresponding calendar year; (iv) the payment schedule for royalties and sublicense fees has been updated; and (v) Appendix A of the original Mor and Ariel License Agreement, which sets out the research and development milestones, has been replaced by an updated Appendix A-1 reflecting the current status of each milestone, the majority of which have been completed.

On April 8, 2025, the Company entered into a license agreement with AlertCloud LLC ("AlertCloud") providing Alzai the rights to use a royalty-free software license (the "AlertCloud License") for use in its neurodegenerative disease screening products (the "AlertCloud License Agreement"). In consideration for the grant of the AlertCloud License, the Company shall pay AlertCloud the following consideration during the term of the AlertCloud License:

(i) Upon execution of the AlertCloud License Agreement, the Company shall issue to AlertCloud such number of Common Shares constituting 5% of the Common Shares on a fully diluted basis as at the effective date.

B-10

SUMMARY OF QUARTERLY RESULTS

The following selected financial data with respect to the Company's financial condition and results of operations has been derived from the condensed consolidated interim financial statements of the Company for the nine months ended January 31, 2026, and from the audited financial statements for the period from incorporation on November 15, 2024 to April 30, 2025.

For the three months ended		January 31, 2026	October 31, 2025	July 31, 2025	April 30, 2025	January 31, 2025^{1}
Revenues	$	27,039	-	-	-	-
Net Loss	$	(1,465,651)	(936,441)	(539,458)	(440,730)	(310,589)
Basic and diluted loss per share	$	(0.06)	(0.03)	(0.01)	(0.02)	(0.02)
As of,		January 31, 2026	October 31, 2025	July 31, 2025	April 30, 2025	January 31, 2025
---	---	---	---	---	---	---
Working Capital	$	(739,065)	410,280	1,320,663	125,875	566,616
Cash	$	769,717	871,438	1,568,616	313,370	716,260
Current assets	$	908,480	938,338	1,607,626	337,182	740,407
Total assets	$	1,015,820	1,041,445	1,711,762	439,956	786,951
Total liabilities	$	1,647,545	528,058	286,963	211,308	173,791
Shareholders’ equity (deficiency)	$	(631,725)	513,387	1,424,799	228,648	613,161

Revenues of $27,039 were recorded for the nine months ended January 31, 2026, representing the Company's first revenues since inception. No revenues were recorded in any prior period.

Net loss increased progressively from $310,589 for the period from incorporation to January 31, 2025 to $1,465,651 for the three months ended January 31, 2026. The increase was driven primarily by higher consulting and professional fees as the Company prepared for its planned initial public offering, increased research and development expenditures as the Alzheimer’s screening platform advanced toward commercialization, and the first-time recognition of share-based compensation associated with options and RSUs granted during the period.

Working Capital decreased to a deficit of $(739,065) as at January 31, 2026, compared to a surplus of $410,280 as at October 31, 2025, $1,320,663 as at July 31, 2025, $125,875 as at April 30, 2025, and $566,616 as at January 31, 2025, primarily due to the recognition of the convertible debenture liability and an increase in accounts payable and accrued liabilities, partially offset by cash received from the private placement completed in June 2025.

Working capital improved significantly following the June 2025 private placement, reaching a surplus of $1,320,663 as at July 31, 2025, before shifting to a deficit position as at January 31, 2026 primarily due to the recognition of the convertible debenture as a current liability. This position is expected to improve materially following the completion of the Company's planned initial public offering in April 2026, which would eliminate the convertible debenture liability through conversion and inject fresh equity capital.

Total Assets were $1,015,820 as at January 31, 2026, compared to $1,041,445 as at October 31, 2025, $1,711,762 as at July 31, 2025, $439,956 as at April 30, 2025, and $786,951 as at January 31, 2025. The higher asset base relative

1 For the period of incorporation from November 15, 2024 to January 31, 2025, less than 3 months.

B-11

to April 30, 2025 primarily reflects cash received from the private placement and convertible debenture financing completed during the period, partially offset by cash used in operations. Total assets peaked at $1,711,762 at July 31, 2025 following the June 2025 private placement, and have since trended modestly lower as cash has been deployed into R&D activities, platform development, and corporate infrastructure — reflecting the Company's deliberate investment in its technology and growth initiatives ahead of its planned IPO.

Total Liabilities increased to $1,647,545 as at January 31, 2026, compared to $528,058 as at October 31, 2025, $286,963 as at July 31, 2025, $211,308 as at April 30, 2025, and $173,791 as at January 31, 2025, primarily due to the recognition of the convertible debenture liability of $533,280 and an increase in accounts payable and accrued liabilities. Prior to the November 2025 convertible debenture issuance, the growth in total liabilities was modest and reflected the normal build-up of trade payables as the Company expanded its operations. The convertible debenture is structured to automatically convert into equity upon completion of the Company's planned initial public offering, at which point total liabilities are expected to return to a level consistent with the Company's operational requirements.

Shareholders' equity (deficiency) decreased to $(631,725) as at January 31, 2026, compared to equity of $513,387 as at October 31, 2025, $1,424,799 as at July 31, 2025, $228,648 as at April 30, 2025, and $613,161 as at January 31, 2025, reflecting the net loss incurred during the period, partially offset by share capital raised through the private placement completed in June 2025. Equity reached its highest level of $1,424,799 at July 31, 2025 following the successful private placement, and has since been reduced by the operating losses and non-cash share-based compensation incurred as the Company advances its platform toward commercialization — investments management views as foundational to the Company's long-term value creation. The shift to a deficiency position at January 31, 2026 is primarily a function of the accumulated losses since inception and is expected to reverse following the completion of the planned IPO and the resulting recapitalization of the Company's balance sheet.

B-12

RESULTS OF OPERATIONS

Operating Expenses

For the three months ended January 31, 2026, operating expenses totaled $1,473,136, reflecting an increase of $1,166,946 compared to the $309,190 incurred for the three months ended January 31, 2025. The detailed breakdown of operating expenses for both periods is as follow:

	January 31, 2026	January 31, 2025^{2}	Change	Change
Revenues	$	$	$	%
	27,039	-	27,039	100%
Amortization and depreciation^{(8)}	(4,297)	(195)	4,102	2104%
Consulting fees^{(1)}	(82,653)	(64,864)	17,789	27%
Office and administrative^{(2)}	(43,421)	(22,000)	21,421	97%
Patent expenses^{(7)}	5,443	-	5,443	100%
Professional fees^{(3)}	(474,225)	(165,788)	308,437	186%
Research and development^{(4)}	(528,822)	(56,088)	472,734	843%
Salaries and benefits^{(5)}	(100,511)	-	100,511	100%
Share-based compensation^{(6)}	(253,819)	-	253,819	100%
Travel^{(9)}	(20,870)	(255)	20,615	8084%
Total operating loss	(1,476,136)	(309,190)	1,166,946	377%

Notes:

(1) Consulting fees are primarily attributable to the CEO and CFO of the company, as well as corporate development initiatives to advance the Company's growth objectives.

(2) Office and administrative consist primarily of general office expenditures, insurance, and other administrative costs incurred in support of the Company's operations.

(3) Professional fees are primarily relating to legal and audit services. Legal costs were associated with share issuances and the execution of new contracts and resolutions. Audit fees were incurred in connection with the audit of the Company's initial fiscal year-end and the review of the interim financial statements.

(4) Research and development are primarily attributable to primarily supporting the Company's mission to develop an AI-driven Alzheimer's disease risk screening platform. These expenditures were directed toward engagements with experts and advisors in the health sciences field, big data infrastructure, and artificial intelligence development.

(5) Salaries and benefits are primarily relating to compensation paid to employees of the Company.

(6) Share-based compensation represents the recognition of the grant-date fair value of stock options and restricted share units ("RSUs") over the applicable vesting periods. Previously recognized amounts related to forfeited awards are reversed in the period of forfeiture.

2 For the period of incorporation from November 15, 2024 to January 31, 2025, less than 3 months.

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(7) Patent expenses relate to costs incurred in connection with the protection and maintenance of the Company's intellectual property.
(8) Amortization and depreciation relates to the depreciation of equipment and amortization of intangible assets held by the Company.
(9) Travel expenses relate to costs incurred in connection with business development and operational activities during the period.

Revenues of $27,039 were recorded for the nine months ended January 31, 2026, representing the Company's first revenues since inception. These revenues were generated from the Company's initial paying customer, being a healthcare organization that engaged the Company for use of its Alzheimer's screening platform. No revenues were recorded in any prior period as the Company's platform was in development. The Company does not expect near-term revenue to be material relative to its operating expenses and continues to be principally engaged in advancing its platform toward broader commercialization.

The Company does not currently have a defined cost of sales as its revenue is derived from an initial customer engagement for its screening platform. No discrete cost of goods sold or gross profit line is presented in the financial statements. The direct costs associated with supporting this revenue are included within research and development and consulting fees. As the Company scales its commercial operations, it expects to identify and separately present direct costs attributable to revenue generation.

The Company's cost base significantly exceeded its revenue during the period, which is consistent with its early-stage status. The primary driver of the widening gap between costs and revenue was the acceleration of R&D expenditure and the build-out of corporate infrastructure in preparation for the planned IPO and commercial launch. Personnel and consulting costs increased as the Company engaged additional specialists in health sciences, AI development and big data infrastructure. These costs are not directly linked to the $27,039 in revenue generated and are instead investments in the Company's platform and organizational capacity.

The following commitments, events, risks and uncertainties are reasonably expected to materially affect the Company's future performance: (i) the completion of the planned IPO in April 2026, which would provide significant capital to fund operations, retire the convertible debenture and enable commercial scale-up — failure to complete the IPO on time would materially adversely affect liquidity; (ii) the maturity of the convertible debenture on November 27, 2026, representing a $666,600 repayment obligation if not converted; (iii) continued investment in R&D required to improve algorithm sensitivity toward a target of approximately 90%; (iv) the Company's dependence on key management personnel; and (v) upon IPO completion, the Initial License Fee payment of $250,000 due within 30 days of closing under the amended Mor and Ariel License Agreement.

Inflation did not have a material impact on the Company's total revenue or net loss during the nine months ended January 31, 2026. The Company's cost base consists primarily of consulting fees, professional fees, salaries and R&D expenditures. General inflationary pressures may contribute to modest increases in these cost categories in future periods but management does not consider inflation to be a material risk at the current stage of development. Foreign exchange fluctuations, however, did have a more meaningful impact on the Company's results during the period. The Company operates through the Subsidiary, which incurs expenditures denominated in New Israeli Shekel (NIS), and also transacts in US dollars. Fluctuations in the CAD/NIS and CAD/USD exchange rates affect the Canadian dollar value of these expenditures and monetary balances when translated at period-end rates. The net foreign exchange loss of $10,284 recorded during the three months ended January 31, 2026 reflects the combined impact of these translation movements. Management monitors its exposure to foreign currency risk on an ongoing basis. As the Company's Israeli operations grow and NIS-denominated expenditures increase, foreign exchange risk is expected to become a more significant factor in the Company's financial results, and management will assess whether hedging strategies are appropriate at that time.

The following unusual or infrequent events and transactions occurred during the three months ended January 31, 2026: (i) the first-time recognition of revenue since inception ($27,039); (ii) the issuance of a convertible debenture on November 27, 2025 for gross proceeds of $600,000 and its bifurcation under IAS 32 into a liability component of $533,280 and an equity component of $66,720, representing the Company's first use of convertible debt financing; (iii) the recognition of share-based compensation of $253,819 in connection with options and RSUs granted during

B-14

the period; and (iv) the recognition of accretion expense of $22,637 on the convertible debenture liability, with no prior period equivalent.

Other income (expenses)

For the three months ended January 31, 2026, other income totaled $10,485, compared to other expenses of $1,399 for the three months ended January 31, 2025. The detailed breakdown of other income for both quarters is as follows:

	January 31, 2026	January 31, 2025^{3}	Change	Change
	$	$	$	%
Other income (expenses)
Interest income^{(1)}	42	5	37	740%
Other income^{(2)}	43,364	-	43,364	100%
Interest expense — accretion on convertible debenture^{(3)}	(22,637)	-	(22,637)	100%
Foreign exchange gain (loss)^{(4)}	(10,284)	(1,404)	(8,880)	632%
Total other income (expenses)	10,485	(1,399)	11,884	849%

Notes:

(1) Interest income relates to interest earned on the Company's cash balances held at financial institutions during the period.
(2) Other income relate to the reversal of a one-time other expense incurred in Q225.
(3) Interest expense — accretion on convertible debenture represents the non-cash finance expense recognized on the liability component of the convertible debenture issued on November 27, 2025. This expense reflects the unwinding of the discount on the liability component using the effective interest method at an effective rate of 25% per annum, in accordance with IFRS 9. No such expense was incurred in Q325 as the convertible debenture did not exist at that time.
(4) Foreign exchange gain (loss) arises primarily from the translation of the financial statements of the Company's wholly-owned Israeli subsidiary, Alzai Health Israel Ltd., whose functional currency is the New Israeli Shekel (NIS), into Canadian dollars at period-end exchange rates, as well as from the translation of US dollar-denominated monetary balances. Exchange rate fluctuations between the CAD/NIS and CAD/USD affect the reported Canadian dollar value of the subsidiary's assets, liabilities and results.

3 For the period of incorporation from November 15, 2024 to January 31, 2025, less than 3 months.

B-15

Research and Development Milestones:

Research and Development Milestone	Description	Timeframe	Expected Start Date	Expected End Date	Tasks involved
Build Core Alzai Product:	The algorithms which currently stand alone to be housed in a Health Insurance Portability and Accountability Act-compliant, product envelope enabling data-in and reporting-out customization. Alzai will develop. The Subsidiary to develop a customizable core-product functional for demonstrative purposes and ready connectivity to healthcare data-systems.	(Complete)
– Common Shares issued to AlertCloud on April 8, 2025)	(Complete)	(Complete)	- Define the product “envelope” and HIPAA-aligned baseline
- Set up AWS infrastructure for the portal
- Design the database and data model (MySQL)
- Implement portal authentication and basic admin experience
- Build patient data ingestion and validation
- Develop reporting-out and customization layer
- Add observability, hardening, and demo readiness
All implemented by AlertCloud
Cloud-based Alzai system:	Port the algorithm to Health Insurance Portability and Accountability Act-compliant cloud platform for data upload, analysis, and reporting.	(Complete – Common Shares issued to AlertCloud on April 8, 2025)	(Complete)	(Complete)	- Package and port the algorithm for cloud execution
- Create data contracts and preprocessing pipeline
- Implement secure data ingestion and storage
- Post-processing, reporting, and results presentation
All aside first bullet implemented by AlertCloud
Data Normalization Automation:	For clinical trials market, research, and internal R&D, different data sources will be utilized. Subsidiary to pre-process data to structure same for algorithm input (i.e, data normalization). Subsidiary to automate data normalization to the extent possible.	(Complete)	(Complete)	(Complete)	- Inventory and characterize target data sources
- Define the canonical input specification and longitudinal patient record model
- Build a modular, configuration-driven pipeline framework
- Implement mapping and normalization across clinical domains
- Construct longitudinal patient records by linking/merging multi-domain events into unified patient timelines
- Add feature engineering, aggregations, and temporal feature construction modules
- Automate mapping/normalization where feasible
- Implement data quality checks
Algorithm Sensitivity & Accuracy Improvement:	The prediction sensitivity is currently ~80%. With additional risk factors added to the algorithm and continued AI refinement, the Corporation expect sensitivity & accuracy to increase, with a target of ~90%.	(Complete)	(Complete)	(Complete)	- Conduct structured error analysis and identify key failure modes across cohorts and subgroups
- Expand and validate additional risk factors / feature sets to improve signal and robustness
- Improve feature engineering (including longitudinal/temporal features and multi-sample-per-patient support)
- Refine labeling strategy (move from discrete to continuous prediction windows; align targets to intended clinical use)
- Run systematic hyperparameter optimization and model selection with consistent evaluation protocols

B-16

Research and Development Milestone	Description	Timeframe	Expected Start Date	Expected End Date	Tasks involved
					• Build a modular, maintainable training pipeline with strong reproducibility practices (MLflow experiment tracking, versioned datasets/features/models)
• Strengthen validation, calibration, and thresholding strategy to target higher sensitivity while controlling false positives
First Paying Customer:	Signing initial paying customer for the Alzai product	(Complete)	(Complete)	(Complete)	Not R&D.

LIQUIDITY AND CAPITAL RESOURCES

The Company continually monitors and manages cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to take into account changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing, or manage the timing of our capital expenditures.

As of January 31, 2026, the Company had a working capital deficit of $739,065 (current assets of $908,480, less current liabilities of $1,647,545). The working capital deficit increased significantly during the nine months ended January 31, 2026, primarily due to the recognition of the convertible debenture liability of $533,280 as a current obligation maturing November 27, 2026, and a corresponding increase in accounts payable and accrued liabilities as the Company accelerated its research and development activities and corporate development initiatives. The Company's working capital requirements consist primarily of funding ongoing research and development expenditures, consulting and professional fees, salaries and benefits for key personnel, and general and administrative costs necessary to maintain operations and advance the Company's Al-driven Alzheimer's screening platform toward commercialization.

Since inception, the Company has incurred operating losses and experienced negative cash flows from operations. The Company's ability to continue as a going concern is dependent upon the successful completion of its planned initial public offering, expected in April 2026, the proceeds of which are expected to provide sufficient capital to remedy the current working capital deficiency, retire or convert the outstanding convertible debenture maturing November 27, 2026, and fund operations for a period of greater than 12 months from the date of this MD&A. While the Company has begun generating revenue and continues to advance its platform toward broader commercialization, there can be no assurance that the IPO will be completed on acceptable terms, or that the Company will ultimately achieve the market acceptance or gross margins necessary to reach profitability. See further discussion related to going concern within Note 2 in the condensed consolidated interim financial statements for the nine months ended January 31, 2026.

The chart below highlights our cash flows for the period indicated:

	For the nine months ending January 31, 2026	From incorporation on November 15, 2024 to January 31, 2025
Net cash provided by (used in):
Operating activities	(1,781,013)	(188,740)
Investing activities	(16,093)	-
Financing activities	2,311,649	905,000
Effects of foreign currency transactions on cash	(58,196)	-
Increase in cash	514,543	716,260

Cash Used in Operating Activities

During the nine months ended January 31, 2026, cash used in operating activities was $1,781,013. The Company has not generated any cash from operations to date and therefore, financing has been the sole source of funds.

Cash used in Investing Activities

During the nine months ended January 31, 2026, cash used in investing activities totaled $16,093, primarily related to the purchase of equipment and additions to intangible assets.

Cash Provided by Financing Activities

During the nine months ended January 31, 2026, cash provided by financing activities was $2,311,649. Financing activities continue to be the Company's primary source of liquidity, as the Company has not yet generated positive cash flows from operations.

During the nine months ended January 31, 2026, the Company completed a private placement for gross proceeds of $1,790,000 and issued an additional $75,000 of Common Shares at $0.05 per Common Share.

In addition, on November 27, 2025, the Company completed a non-brokered private placement of convertible debenture units for gross proceeds of $600,000. In accordance with IAS 32, the instrument was bifurcated into a liability component of $533,280, representing the present value of the $666,600 principal obligation discounted at the Company's incremental borrowing rate of 25%, and an equity component of $66,720 representing the combined fair value of the conversion feature and warrants.

The Company expects to meet its capital expenditure requirements primarily through the completion of its planned initial public offering in April 2026, and through the conversion or repayment of its outstanding convertible instruments. These financing activities provided the necessary capital to support ongoing research, development, and operational expenditures.

The Company's capital resources are expected to shift materially following the IPO, which would replace the current reliance on private placements and short-term convertible debt with a more sustained equity capital base. Until that time, the mix of capital resources is not expected to change significantly, and the convertible debenture, bearing an effective rate of 25% per annum, remains the Company's only interest-bearing obligation.

B-18

OFF-BALANCE SHEET ARRANGEMENTS

RELATED PARTY TRANSACTIONS

The Company had the following key management personnel and related companies as of January 31, 2026:

Key management personnel
Hayim Raclaw	Director, Cief Executive Officer
Roy Kait	Director, Chief Revenue Officer
Sovereign74,LLC	Company owned by Mr.Raclaw
Amir Glik	Director, Chief Medical Officer
Israel Messer	Chief Financial Officer
Ofri Kait (Related party)	Director Business Development & Operations

a) The remuneration of key management personnel was as follows:

	For the nine months ending January 31, 2026	From incorporation on November 15, 2024 to January 31, 2025
Consulting fees and Salaries
Sovereign74, LLC, a Company owned by Mr.Raclaw, the Chief Executive Officer and Director of the Company	244,185	25,220
Amir Glik, Chief Medical Officer and Director of the Company	220,775	56,088
Roy Kait, Chief Revenue Officer and Director of the Company	142,404	-
Israel Messer, Chief Financial Officer	75,139	-
Total	$ 682,503	81,308

b) Related party transactions with directors and companies and entities over which they have significant influence over.

	For the nine months ending January 31, 2026	From incorporation on November 15, 2024 to January 31, 2025
Salaries and benefits
Ofri Kait	91,150	22,383
Total	$ 91,150	22,383

B-19

B-20

	For the nine months ending January 31, 2026	From incorporation on November 15, 2024 to January 31, 2025
Share-based compensation
Hayim Raclaw	$ 74,625
Amir Glik	23,100
Roy Kait	44,550
Total	$ 142,275	-

Balance due to related parties

As at January 31, 2026, accounts payable and accrued liabilities included:

$25,707 due to the Chief Executive Officer of the Company for consulting fees and expense reimbursements for the nine months ended January 31, 2026 (for the period of incorporation from November 15, 2024 to April 30, 2025 - $Nil).
$14,994 due to the Chief Medical Officer of the Company for consulting fees and expense reimbursements for the nine months ended January 31, 2026 (for the period of incorporation from November 15, 2024 to April 30, 2025- $15,313).
$23,040 due to the Chief Revenue Officer of the Company for salary and benefits for the nine months ended January 31, 2026 (for the period of incorporation from November 15, 2024 to April 30, 2025- $Nil).
$10,781 due to a person related to the Director of the Company for salary and benefits for the nine months ended January 31, 2026 (for the period of incorporation from November 15, 2024 to April 30, 2025- $9,479).
$13,289 due to the Chief Financial Officer the Company for salary and benefits for the nine months ended January 31, 2026 (for the period of incorporation from November 15, 2024 to April 30, 2025- $Nil).

Key Management Compensation

During the nine months ended January 31, 2026, the Company incurred consulting fees of $236,787 to a Company controlled by the Chief Executive Officer of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $144,265).
During the nine months ended January 31, 2026, the Company incurred research and development expenses of $220,775 to the Chief Medical Officer of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $94,482).
During the nine months ended January 31, 2026, the Company incurred salary and benefits expenses of $142,404 to the Chief Revenue Officer of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $Nil).
During the nine months ended January 31, 2026, the Company incurred salary and benefits expenses of $91,150 to a person related to the Director of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $14,846).
During the nine months ended January 31, 2026, the Company recognized salary and benefits expenses of $7,398 to the Chief Executive Officer of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $Nil).
During the nine months ended January 31, 2026, the Company recognized consulting fees of $75,139 to the Chief Financial Officer of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $Nil).

During the nine months ended January 31, 2026, the Company granted 725,000 RSUs to the Chief Executive Officer of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $Nil).

During the nine months ended January 31, 2026, the Company granted 350,000 RSUs to the Chief Medical Officer of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $Nil).

During the nine months ended January 31, 2026, the Company granted 675,000 RSUs to the Chief Revenue Officer of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $Nil).

During the nine months ended January 31, 2026, the Company granted 150,000 RSUs to the Chief Financial Officer of the Company (for the period of incorporation from November 15, 2024 to April 30, 2025 - $Nil).

SHARE CAPITAL

The Company is authorized to issue an unlimited number of Common Shares without par value. As of the date of this MD&A, the Company has 53,216,432 Common Shares issued and outstanding.

For the nine months ended January 31, 2026:

a) On June 19, 2025, the Company closed a private placement and issued 7,160,000 units at a price of $0.25 per unit for total gross proceeds of $1,790,000. Each unit is comprised of one Common Share and one-half of one Common Share purchase warrant of the Company (a "Warrant"). Each whole Warrant is exercisable for one Common Share at an exercise price of $0.40 per Common Share for a period of two years from date of issuance. The Warrants had a fair value of $178,052 which were estimated using the Black Scholes pricing model and the following assumptions: estimated volatility of 125%, risk-free interest rate of 2.68%, expected life of 2 years, exercise price of $0.40, a dividend yield of 0%, and a share price of $0.20. In connection with the offering, the Company incurred cash finder's fees amounting to $101,167. The Company issued 300,000 units as finder's fees with each unit comprised of one Common Share and one-half of one Warrant. Each whole Warrant is exercisable for one Common Share at an exercise price of $0.40 per Common Share for a period of two years from date of issuance. The Warrants had a fair value of $7,460 which were estimated using Black Scholes pricing model and the same assumptions.

b) During the nine months ended January 31, 2026, the Company issued 1,500,000 Common Shares at a price of $0.05 for total proceeds of $75,000.

c) During the nine months ended January 31, 2026, the Company issued 711,376 Common Shares upon the vesting of RSUs during the period. The related reserves of $142,276 were reclassified to Common Shares on vesting.

d) In connection with the issuances during the nine months ended January 31, 2026, the Company incurred $44,724 in legal fees related to share issuance costs.

During the period from incorporation of November 15, 2024 to April 30, 2025:

a) On December 9, 2024, the Company issued 22,500,000 Common Shares at $0.005 per Common Share for total gross proceeds of $112,500.

b) On December 31, 2024, the Company entered into the Mor and Ariel License Agreement with the Licensors and issued 3,750,000 Common Shares at $0.005 per Common Share for total gross proceeds of $18,750.

c) On January 17, 2025, the Company closed a private placement of 15,850,000 Common Shares at $0.05 per Common Share for total gross proceeds of $792,500.

d) On April 8, 2025, the Company entered into the AlertCloud License Agreement with AlertCloud and issued 1,184,210 Common Shares at $0.05 per Common Share for total gross proceeds of $59,211.

The Company incurred $10,481 in legal fees as share issuances costs.

B-21

Warrants

A summary of the warrant activity for the nine months ended January 31, 2026, and the period of incorporation from November 15, 2024 to April 30, 2025 is as follows:

	For the nine months ended January 31, 2026	For the period of incorporation from November 15, 2024 to April 30, 2025
	Number of warrants	Number of warrants
Balance, beginning of the year	-	-
Issued	4,841,200	-
Balance, end of the year	,4841,200	-

As at January 31, 2026, the following warrants are outstanding:

Expiry date	Number of warrants outstanding	Exercise price
19-Jun-27	3,580,000	$0.40
14-Oct-27	150,000	$0.40
24-Nov-27	1,111,200	$0.50
Total	4,841,200

The weighted average exercise price of outstanding warrants is $0.42 and the average remaining contractual life of outstanding warrants is 1.48 years.

Options

The exercise price per Common Share of any Option shall not be less than 100% of the Fair Market Value (as defined in the Plan). The term of the Options shall be five years from the date such Option is granted (the "Option Period"). Unless otherwise specified by the Board, Options will vest and be exercisable as follows:

(a) during the first six months of the Option Period, the Optionee may purchase up to 25% of the total Common Shares reserved for issuance under the Option;
(b) at any time during each additional 6-month period of the Option Period, the Optionee may purchase an additional 25% of the total number of Common Shares reserved for issuance pursuant to his or her Option plus any Common Shares not purchased in accordance with subsection (a) above and this subsection (b) until, after the 18th month of the Option Period, 100% of the Option becomes exercisable.

B-22

Participants may also exercise Options using a Cashless Exercise Right, where they forgo receiving the Common Shares in exchange for a cash equivalent value, based on the difference between the exercise price and the Fair Market Value.

For the nine months ended January 31, 2026

During the nine months ended January 31, 2026, the Company granted 525,000 options with an exercise price of $0.05, and 775,000 options with exercise price of $0.25. See the details below:

Grant Date	Exercise Price	Expiry Date	Vesting Condition	Number of Options
August 25, 2025	$0.05	August 25, 2030	Vesting based on 8 quarterly instalments starting on the Grant Date	325,000
January 1, 2026	$0.05	January 1, 2031	Vesting based on 8 quarterly instalments starting on the Grant Date	200,000
January 1, 2026	$0.25	January 1, 2031	Vesting based on 8 quarterly instalments starting on the Grant Date	575,000
January 1, 2026	$0.25	January 1, 2031	33% vested on January 1, 2027 and thereafter, 8 quarterly instalments	200,000
			For the nine months ended January 31, 2026	For the period of incorporation from November 15, 2024 to April 30, 2025
			Number of options	Number of options
Balance, beginning of the year			-	-
Granted			1,300,000	-
Exercised			-	-
Balance, end of the year			1,300,000	-

As at January 31, 2026, the weighted average remaining life for the outstanding options was 4.83 years. The weighted average exercise price of the stock options outstanding is $0.17.

During the nine months ended January 31, 2026, the Company recognized $100,661 in share-based compensation related to the vesting of stock options.

B-23

For the grant of Options on August 25, 2025:

	Nine months ended January 31, 2026
Risk-free interest rate	2.96%
Expected life (years)	5
Annualized volatility	149%
Dividend yield	0%
Share price	0.20

For the grant of Options on January 1, 2026:

	nine months ended January 31, 2026
Risk-free interest rate	2.98%
Expected life (years)	5
Annualized volatility	125%
Dividend yield	0%
Share price	0.20

RSUs

RSUs are governed under the Plan. For more details about the terms of the RSUs, please refer to the Plan. A summary of the RSU activity for the nine months ended January 31, 2026 and for the period of incorporation from November 15, 2024 to April 30, 2025 is set out below:

	For the nine months ended January 31, 2026	For the period of incorporation from November 15, 2024 to April 30, 2025
	Number of RSUs	Number of RSUs
Balance, beginning of the year	-	-
Granted	3,150,000	-
Settled	(711,376)	-
Balance, end of the year	2,438,624	-

For the nine months ended January 31, 2026, the Company issued 3,150,000 RSUs to employees, directors and service providers of the Company vesting in series of time-based tranches. The related reserves of $142,275 were reclassified to common shares on vesting.

Grant Date	Expiry Date	Vesting Condition	Number of Options
August 25, 2025	August 25, 2030	247,500 vested on grant date and the rest vesting based on 8 quarterly instalments.	725,000

Grant Date	Expiry Date	Vesting Condition	Number of Options
January 1, 2026	January 1, 2031	Vesting based on 8 quarterly instalments starting on the Grant Date	1,400,000
January 1, 2026	January 1, 2031	33% vested on the grant date and the rest vesting based on 8 quarterly instalments.	1,025,000

DSUs
DSUs are governed under the Plan. As of the date hereof, there are no DSUs outstanding.

PSUs
PSUs are governed under the Plan. As of the date hereof, there are no PSUs outstanding.

CAPITAL MANAGEMENT
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity for the nine months ending January 31, 2026.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new issuances of Common Shares or by undertaking other activities as deemed appropriate under specific circumstances.

SIGNIFICANT ACCOUNTING POLICIES
Please refer to the Company’s consolidated financial statements for the period of incorporation from November 15, 2024 to April 30, 2025 for the significant accounting policies and critical accounting estimates used in the preparation of these condensed consolidated interim financial statements and MD&A.

New Accounting Standards Issued but not yet Effective
IFRS 18, Presentation and Disclosure of Financial Statements ("IFRS 18"): In April 2024, the IASB issued IFRS 18 to bring more transparency and comparability to the financial performance of companies, enabling investors to make better investment decisions. IFRS 18 introduces three sets of new requirements: improved comparability of the profit or loss statement (statement of income), improved transparency of management-defined performance measures, and more useful grouping of information in financial statements. IFRS 18 will replace IAS 1, Presentation of Financial Statements, and is effective for annual periods beginning on or after January 1, 2027, with early adoption permitted subject to endorsement by relevant regulators. Upon adoption, entities may apply the standard either (i) fully retrospectively, restating all comparative periods presented, or (ii) using a modified retrospective approach, whereby the standard is applied from the beginning of the first period of adoption with no restatement of comparative information. The Company expects to adopt IFRS 18 using the modified retrospective approach when it becomes effective for the Company's annual period beginning May 1, 2027. The Company is continuing to assess the impact of adopting IFRS 18 on its financial statements and related disclosures.

OFF-BALANCE SHEET ARRANGEMENTTS
As of January 31, 2026, and at the date of this MD&A, the Company does not have any off-balance sheet arrangements.

B-25

B-26

FINANCIAL INSTRUMENTS

Credit Risk

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet financial obligations as they fall due. The Company seeks to ensure there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash. As at January 31, 2026, the Company had a cash balance of $769,717 to settle current liabilities of $1,647,545 which fall due for payment within 12 months of the date of the balance sheet. In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares. The Company's access to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding.

Convertible Debenture

The Company's convertible debenture is a compound financial instrument under IAS 32, comprising a liability component of $533,280 and an equity component of $66,720 on initial recognition. The liability is measured at amortised cost using the effective interest method at an effective rate of 25% per annum. The instrument matures November 27, 2026, at which point $666,600 is repayable if not converted. The equity component is not subsequently remeasured. The Company will monitor the down-round conversion feature and assess whether reclassification to a derivative liability is required if new shares are issued below $0.30 per share.

The convertible debenture and the convertible promissory notes issued subsequent to January 31, 2026 expose the Company to liquidity risk as the primary financial risk. The convertible debenture matures on November 27, 2026 and requires repayment of $666,600 in principal if not converted, which the Company does not currently have sufficient cash to fund from existing resources alone. The Company's ability to meet this obligation is dependent on the completion of the planned IPO, upon which the convertible debenture and the convertible promissory notes are expected to convert into equity, eliminating both obligations. Should the IPO not complete prior to maturity, the Company would need to seek alternative refinancing arrangements, and there is no assurance such financing would be available on acceptable terms.

The Company's financial instruments comprise cash, accounts payable and accrued liabilities, and the convertible debenture. Cash and accounts payable are carried at amortized cost and their carrying values approximate fair value given their short-term nature. The liability component of the convertible debenture was initially recognized at $533,280, being the present value of the $666,600 principal discounted at 25% per annum, with the residual $66,720 allocated to the equity component representing the combined fair value of the conversion feature and attached warrants. No changes in fair value were recognized in profit or loss during the period, as the Company does not hold any financial assets or liabilities measured at fair value through profit or loss. There are no deferred or unrecognized gains or losses on financial instruments as at January 31, 2026.

B-27

SUBSEQUENT EVENTS

On April 3, 2026, the Company issued unsecured convertible promissory notes for aggregate gross proceeds of $300,000 (the "Convertible Notes"). The Convertible Notes will automatically convert into units upon the Company's initial public offering, with each unit consisting of one Common Share and one-half Common Share purchase warrant. As of the date of this MD&A, the full amount of the proceeds have been received by the Company.

On April 15, 2026, the Company entered an amending agreement the Mor and Ariel License Agreement. For a description of the key terms of the Amendment, refer to the section "Company Overview and Description of Business" above.

On April 7, 2026, the Company granted 10,000 Options to an employee of the Company. The Options have an exercise price of $0.25 per Common Share and are exercisable for a period of five years from the grant date, expiring April 7, 2031. The Options vest as follows: 33% vest on the grant date, with the remainder vesting in eight equal quarterly instalments thereafter, in accordance with the terms of the Plan.

In April 2026, the Company and KW Capital Partners Ltd. entered into an Amending Agreement (the "Amendment") to the senior convertible debenture issued on November 27, 2025 (Note 8). Pursuant to the Amendment, (i) the principal amount of the Debenture was increased from $666,600 to $769,230, and (ii) the maturity date was extended from November 27, 2026 to October 14, 2027. All other terms of the Debenture, including the conversion price of $0.30 per common share and the warrant terms, remain unchanged. The Amendment will be accounted for prospectively in the period in which it became effective. The financial statements for the nine months ended January 31, 2026 have not been adjusted to reflect the Amendment, as it occurred subsequent to the reporting date.

APPROVAL

The Company's Board of Directors have approved the condensed consolidated interim financial statements for nine months ending January 31, 2026. The Company's Board of Directors has also approved the disclosures contained in this MD&A.

SCHEDULE C
STATEMENT OF DIRECT EXPENSES
(See attached)

C-1

C-2

"AIZAI IP"

STATEMENT OF DIRECT EXPENSES

FOR THE ELEVEN-MONTH PERIOD ENDED NOVEMBER 30, 2024, AND FOR

THE YEAR ENDED DECEMBER 31, 2023

(Expressed in Canadian Dollars in thousands)

"AIZAI IP"

STATEMENT OF DIRECT EXPENSES

TABLE OF CONTENTS

	Page
Independent Auditor’s Report	1-2
Statement of Direct Expenses	3
Notes to Statement of Direct Expenses	4-11

C-3

C-4

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF ALZAI HEALTH ISRAEL LTD. ON THE ALZAI IP COLLABORATION

Opinion

We have audited the accompanying statement of direct expenses of the AlZAI IP collaboration (“AlZAI IP”), comprising of the statement of direct expenses for the eleven-month period ended November 30, 2024, and for the year ended December 31, 2023, and the related notes.

In our opinion, the accompanying statement of direct expenses presents fairly, in all material respects, the direct expenses of the AlZAI IP for the eleven-month period ended November 30, 2024, and for the year ended December 31, 2023, in accordance with the basis of accounting described in Notes 1 and 2 to the statement of direct expenses.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statement of direct expenses section of our report. We are independent of the Company in accordance with the ethical requirements relevant to our audit of the statement of direct expenses in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Statement of direct expenses

Management is responsible for the preparation and fair presentation of the statement of direct expenses in accordance with the basis of accounting described in Note 1 and for such internal control as management determines is necessary to enable the preparation of statement of direct expenses that are free from material misstatement, whether due to fraud or error.

Those charged with governance are responsible for overseeing the AlZAI IP financial reporting process.

Auditor’s Responsibilities for the Audit of the Statement of direct expenses

Our objectives are to obtain reasonable assurance about whether the statement of direct expenses as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this statement of direct expenses.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the statement of direct expenses, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the AIZAI IP’s internal control.
Evaluate the appropriateness of accounting recognition and measurement principles used and the reasonableness of accounting estimates and related disclosures made by management.
Evaluate the overall presentation, structure and content of the statement of direct expenses, including the disclosures, and whether the statement of direct expenses represent the underlying transactions and events in a manner that achieves fair presentation.

Hod Hasharon, Israel
Niv Segal, CPA MBA
Certified Public Accountant (Isr.)

MS CPA
April 20, 2026

Niv Segal
MS CPA
517414328

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"AIZAI IP"
STATEMENT OF DIRECT EXPENSES
(Canadian Dollars in thousands)

	Period from January 1 to November 30 2024	Year ended December 31 2023
Research and development expenses:
Payroll and related expenses	$ 120	$ 104
Patent Related expenses	$ 21	$ 6
Comprehensive and net loss for the period	$ 141	$ 110

The accompanying notes are an integral part of the statement of direct expenses.

(signed) "Dr. Amir Glik"
Dr. Amir Glik
Director

(signed) "Israel Messer"
Israel Messer
Chief Financial Officer

April 20, 2026
Date of approval of the
statement of direct
expenses

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"AlZAI IP" NOTES TO THE STATEMENT OF DIRECT EXPENSES (Canadian Dollars in thousands)

Note 1 – General
BASIS OF PRESENTATION

These statements were authorized by Alzai Health Corp. on April 20, 2026.

These statements of direct expenses relate only to expenses directly incurred by Mor Research Applications Ltd, Clalit Health Services (“Mor”/CHS) and Ariel University (“AU”) in connection with the AlZAI IP collaboration (“AlZAI IP”), a project to develop a machine learning and artificial intelligence driven, non-invasive screening solution for Mild Cognitive Impairment and Alzheimer’s Disease. The statements present direct expenses incurred from January 1, 2023 through November 30, 2024, following which a worldwide exclusive license agreement for commercialization was entered into with AlZAI Health Israel Ltd.

The statement of direct expenses has been prepared on a special purpose basis of preparation as described in Note 1, using accounting recognition and measurement principles consistent with International Financial Reporting Standards ("IFRS") to the extent applicable to this special purpose statement.

These statements include only expenses that are directly related to the AlZAI IP project. Indirect overhead costs, general and administrative expenses, facility costs, and depreciation of shared institutional assets have been excluded as they cannot be reliably attributed to the project on a principled basis.

General Information on “Alzai IP”

ALZAI Health Project Collaboration Information

The inventors of the licensed technology, Dr. Amir Glik of Clalit Health Services (CHS) and Mor Research Applications (the Technology Transfer Office of Clalit Health Services) together with Prof. Chen Hajaj, Dr. Anat Goldstein and Dr. Orit Raphaeli of Ariel University had engaged in October 2019 through December 31, 2024, (whereby a worldwide exclusive license agreement for commercialization was reached with ALZAI Health Israel Ltd.) to develop and invent the following:

Patent Cooperation Treaty (“PCT”) application, No. IL2024/050342, on April 3, 2024, covering neurodegenerative diseases. This PCT application claims the benefit of priority to U.S. provisional application No. 63/456,555, which was filed on April 3, 2023. A U.S. Continuation-in-Part (“CIP”) application, No. 18/910,178, was filed October 9, 2024, with priority to the PCT application.

Currently, screening for Mild Cognitive Impairment (“MCI”)/Alzheimer’s Disease (“AD”)/Alzheimer’s Disease-related dementia (“ADRD”) primarily relies on physician suspicion. While diagnostic tools for AD exist, they may not be suitable for mass-screening due to invasiveness and cost. Without systematic risk screening, early intervention may be rare.

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"AIZAI IP" NOTES TO THE
STATEMENT OF DIRECT EXPENSES
(Canadian Dollars in thousands)

NOTE 1 GENERAL (CONT.):

As a result, treatment may be late, which compromises efficacy and often costs quality-of-life years for the patient and increased cost for healthcare.

The inventors developed a machine learning (“ML”) and artificial intelligence (“AI”) driven, non-invasive MCI/AD/ADRD risk screening solution that uses low-cost, pre-existing biomarker data. The Tool uses existing complete blood count (“CBC”) and blood chemistry tests along with age and gender and its proprietary AI to seamlessly screen populations, flagging individuals who might be high-risk subjects.

The Inventors performed a longitudinal analysis of patient records from 2000 to 2022 using data sourced from CHS, which included demographics (i.e., birth date and sex), diagnoses, medications and lab results. In the CHS database, there were 500,399 adults above the age of 42 in the year 2000 who were cognitively healthy and in the right age range for inclusion in the study. Following the application of exclusion criteria (including individuals with pre-existing conditions causing cognitive impairment, existing AD/ADRD diagnoses and specified comorbidities), the final cohort used for analysis consisted of 441,375 subjects, comprising 59,441 individuals diagnosed with AD/ADRD and 381,934 cognitively healthy individuals as the control group.

Various ML models were developed to estimate the probability of MCI/AD/ADRD diagnosis among patients. Predictive analyses encompassed multiple combinations of historical observation periods (ranging from one to ten years) and prediction horizons (also ranging from one to ten years). The Models were tailored to various combinations of input features, age ranges, historical data availability and prediction horizons. Each model was configured to optimize either recall or precision, depending on the use case. This resulted in different performance profiles of the Models that reflect the inherent trade-off between precision and recall.

Basis of Preparation and Measurement

(a) Statement of Compliance

The statement of direct expenses has been prepared on a special purpose basis as described in Note 1. As the special purpose basis does not provide specific guidance for all matters, accounting recognition and measurement principles consistent with IFRS have been applied to the extent relevant and applicable to this statement.

The application of this special purpose basis of preparation has been described below.

In addition to the application of the specific special purpose basis of preparation impacting the presentation of this statement of direct expenses, the areas involving a high degree of judgment or where estimates and assumptions are significant to the statement of direct expenses are discussed at the end of this section.

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"Alzai IP" NOTES TO THE STATEMENT OF DIRECT EXPENSES

(Canadian Dollars in thousands)

NOTE 1 GENERAL (CONT.):

2. Basis of Preparation and Measurement (cont.):

The statement of direct expenses have been prepared to reflect in combination the research and development activities carried out by Mor/CHS and AU in connection with the Alzai IP through the date of the engagement in a worldwide exclusive license agreement for commercialization with Alzai Health Israel Ltd.

Absence of Statement of Financial Position

No statement of financial position (balance sheet) has been presented in these Statements of Direct Expenses. Throughout all periods presented, the Alzai IP project did not hold any assets or incur any liabilities. All research and development costs were funded directly by Mor/CHS and Ariel University as incurred, with no cash balances, receivables, payables, accruals, or other assets or liabilities arising at any point during the reported periods. Accordingly, no statement of assets and liabilities acquired is included, as no such assets or liabilities existed.

While the statement of direct expenses present financial information for the year ended December 31, 2023 and the eleven-month period ended November 30, 2024, the Alzai IP project commenced in October 2019. The cumulative research and development costs incurred by Mor/CHS and Ariel University from the inception of the project through December 31, 2022 are disclosed in Note 2, together with the costs for the two reporting periods presented, to provide a complete picture of the total investment in the Alzai IP from inception through the date of the license agreement.

(b) Functional and Presentation Currency

The financial information is presented in Canadian Dollars ("CAD Dollars"), while the functional currency of the operations is the New Israel Shekels. All of the translation adjustments were recorded in the underlying expenses as to immateriality.

(c) Basis of Cost Attribution — Directly Attributable Expenses

The statement of direct expenses reflect only those expenses that are directly attributable to the Alzai IP project. An expense was considered directly attributable if it was incurred solely and exclusively in connection with the research and development activities performed under the collaboration between Mor/CHS and Ariel University ("AU") for the development of the Alzai IP. Directly attributable expenses included in these statement of direct expenses comprise: (i) payroll and related expenses of the researchers who dedicated time to the Alzai IP project, as further described in Note 1(d); and (ii) external patent filing and prosecution costs directly related to the Alzai IP.

"Alzai IP" NOTES TO THE STATEMENT OF DIRECT EXPENSES
(Canadian Dollars in thousands)

NOTE 1 GENERAL (CONT.):

Basis of Preparation and Measurement (cont.):

The following categories of expenses were assessed as not directly attributable to the Alzai IP project and were excluded from the statement of direct expenses, for the reasons described below:

a. General and administrative expenses of Mor/CHS and AU, including management salaries, finance, legal and corporate overhead. These expenses relate to the overall operations of each institution and support hundreds of concurrent research projects and activities. They cannot be meaningfully attributed to any single project and were not incurred specifically for the Alzai IP project.

b. Facility and occupancy costs, including rent, utilities and general maintenance. These are shared institutional costs spread across the full research portfolio of each organization and cannot be reliably allocated to the Alzai IP project on any principled basis.

c. Depreciation of hardware, computers, servers and other fixed assets. The computing hardware and research infrastructure used in the development of the Alzai IP forms part of the operational and clinical research infrastructure of CHS, the largest healthcare provider in Israel. CHS operates an extensive portfolio of clinical and translational research activities across its network. Ariel University similarly operates approximately 100–300 active research projects across its faculties. All hardware and computing infrastructure used in the project belongs to and is maintained by CHS and AU respectively; no hardware is owned or operated by Mor. Mor Research Applications Ltd. is the technology transfer office of CHS and its role in the Alzai IP project was limited to the management of intellectual property and commercialization activities — Mor was not involved in the underlying research or in the provision of any research infrastructure. No assets were acquired exclusively for or dedicated to the Alzai IP project. Accordingly, no reliable basis exists to isolate or allocate a depreciation charge to the Alzai IP project.

d. Specialized software licences and data science tooling. Software tools used in connection with the Alzai IP project (including data analysis platforms and modelling environments) form part of the institutional software infrastructure of Mor/CHS and AU, licensed for use across all research activities of each organization. No software was procured exclusively for the Alzai IP project.

e. Data infrastructure and patient records provided by Clalit Health Services (CHS). Mor operates as the technology transfer office of CHS, the largest healthcare provider in Israel, which maintains comprehensive longitudinal patient records as part of its core clinical operations. The patient data used in developing the Alzai IP - comprising records of 500,399 subjects spanning 2000 to 2022, of whom 441,375 formed the final analytical cohort following the application of exclusion criteria, was sourced from CHS’s existing operational data systems at no incremental cost to the Alzai IP project. CHS made this data available as part of its ongoing collaboration with Mor in support of clinical and

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"Alzai IP" NOTES TO THE
STATEMENT OF DIRECT EXPENSES
(Canadian Dollars in thousands)

NOTE 1 GENERAL (CONT.):

Basis of Preparation and Measurement (cont.):

translational research. No data acquisition fee, database access charge or incremental infrastructure cost was levied on the Alzai IP project in connection with the use of this data.

f. Indirect overhead costs of Mor/CHS and AU, including IT support, human resources and other shared services. Given the scale and breadth of activities at each institution, no formal overhead allocation methodology was applied to the Alzai IP project and no portion of such costs was charged to it.

The decision not to allocate shared or indirect costs reflects both the practical impossibility of doing so on a principled basis, given the scale of operations at each institution and the number of concurrent projects supported by shared infrastructure, and the fact that no incremental costs were incurred by either institution as a result of the Alzai IP project's use of shared resources. All expenses included in these statement of direct expenses represent costs that are directly identifiable with and reliably measurable in relation to the Alzai IP project.

(d) Payroll and Related Expenses

Payroll and related expenses represent the compensation costs attributable to the Alzai IP project of the personnel at Mor/CHS and AU who contributed to the project. The personnel included principal investigators, researchers, data analysts, and research coordinators (mataámot mechkar). The research underlying the Alzai IP was conducted within the clinical and operational environment of CHS, the largest healthcare provider in Israel. CHS provided the research infrastructure, patient data and clinical setting in which the AI model was developed and validated. Mor Research Applications Ltd. ("Mor") serves as the technology transfer office (TTO) of CHS and is responsible for the management and commercialization of intellectual property arising from research conducted within the CHS system. Accordingly, once the Alzai IP was developed, the IP rights were assigned to and are managed by Mor for the purposes of commercialization, including the execution of the exclusive license agreement with Alzai Health Israel Ltd.

All the researchers who contributed to the Alzai IP project are employed directly by CHS and are not on the payroll of Mor. Their salaries and related employment costs are paid by CHS and appear on CHS payslips; Mor does not issue payslips to these individuals. These individuals performed their research activities in their capacity as CHS employees, within the CHS clinical and research environment. Their compensation costs are costs borne by CHS and are included in the statement of direct expenses on the basis that they are directly attributable to the Alzai IP project, consistent with the special purpose basis of preparation applied in preparing these statement of direct expenses.

The amounts are based on the total employment cost of each individual, applied at the specific time allocation rate agreed upon for each person by the principal investigators at each institution. These rates reflect management's estimate of the proportion of each person's working time dedicated to

C-11

"Alzai IP" NOTES TO THE
STATEMENT OF DIRECT EXPENSES
(Canadian Dollars in thousands)

NOTE 1 GENERAL (CONT.):

Basis of Preparation and Measurement (cont.):

the Alzai IP project during each reporting period. The rates are not derived from actual hour-by-hour time tracking or formal timesheets, but represent reasonable and consistent estimates based

on the nature and scope of each individual’s involvement in the project relative to their overall workload.

The specific time allocation rates applied were as follows:

a. With respect to personnel employed by CHS: Dr. Amir Glik’s compensation was included at a rate of 20% of his total employment cost. The research coordinators (mataámot mechkar) were included at a rate of 25% of their total employment cost, except that during the year ended December 31, 2023, one research coordinator worked at an allocation of 50% and was included at that rate for that period.

b. With respect to personnel employed by Ariel University: one researcher who joined the project in 2020 was included at a rate of 50% of total employment cost for the periods ended December 31, 2020 and December 31, 2021, reflecting a higher level of involvement during the initial phase of the project, and at a rate of 15% for subsequent periods.

Management is satisfied that these estimates are reasonable given the part-time, ongoing nature of the Alzai IP project alongside each individual’s other institutional responsibilities.

Payroll and related expenses include all components of employment cost for the relevant personnel, pro-rated at the applicable allocation rate for each individual, comprising:

a. Base gross salary;
b. Mandatory employer contributions to national insurance (Bituach Leumi) and health tax;
c. Employer contributions to pension and provident funds (Keren Pensia / Kupat Gemel); and
d. Severance fund contributions and other statutory employer costs required under Israeli labour law.

Health benefits are provided through the Israeli national health insurance system and are funded through national insurance contributions included above. No additional private health benefit costs are included.

No external consultants were engaged specifically for the development of the Alzai IP. All research and development activities were performed by the named inventors and the researchers, data

analysts and research coordinators employed by CHS and AU. Accordingly, no consulting fees are included in payroll and related expenses or elsewhere in the statement of direct expenses.

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"Alzai IP" NOTES TO THE
STATEMENT OF DIRECT EXPENSES
(Canadian Dollars in thousands)

NOTE 1 GENERAL (CONT.):

Basis of Preparation and Measurement (cont.):

(e) Computing Resources, Hardware and Specialized Software

The development of the Alzai IP involved the use of computing resources, servers, workstations and specialized software for data processing, AI model training and validation. These resources were part of the existing institutional infrastructure of CHS and AU and were made available to the

Alzai IP project at no incremental cost. Mor, as the TTO of CHS, was not involved in the provision of research infrastructure.

No dedicated hardware was procured for the Alzai IP project. The computing hardware and research infrastructure used in the development of the Alzai IP belongs to and is maintained by CHS and AU respectively. Mor Research Applications Ltd. is the technology transfer office of CHS; its role was limited to the management and commercialization of the intellectual property arising from the research, and Mor was not involved in the underlying research activities or in the provision of any research infrastructure. CHS's extensive clinical data systems and computing environment, which were used for the longitudinal analysis of patient records underlying the Alzai IP, are maintained by CHS as part of its core operational and clinical research infrastructure across its broad portfolio of research activities, at no additional charge to individual projects.

Accordingly, no depreciation of hardware, amortization of software licences or allocation of cloud or high-performance computing costs has been included in these statement of direct expenses. The absence of such charges does not mean that computing infrastructure costs did not exist at the institutional level; rather, it reflects that: (i) no assets were acquired exclusively for or dedicated to

the Alzai IP project; (ii) all such resources were shared across a large portfolio of research activities with no incremental cost allocated to any single project; and (iii) no reliable basis exists upon which to isolate and attribute a portion of shared institutional infrastructure costs to the Alzai IP project. Management has confirmed that the incremental cost attributable to the Alzai IP project in respect of shared computing resources was not material.

Costs associated with the research of Alzai IP are recognized as an expense as incurred. Development costs that are directly attributable to the Alzai IP are recognized as intangible assets where the following criteria are met:

It is technically feasible to complete the software so that it will be available for use.
Management intends to complete the software and use or sell it.
There is an ability to use or sell the software.
It can be demonstrated how the software will generate probable future economic benefits.
Adequate technical, financial, and other resources to complete the development and to use or sell the software are available; and the expenditure attributable to the software during its development can be reliably measured.

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"AIZAI IP" NOTES TO THE
STATEMENT OF DIRECT EXPENSES
(Canadian Dollars in thousands)

NOTE 1 GENERAL (CONT.):

Basis of Preparation and Measurement (cont.):

When an internally developed intangible asset cannot be recognized, the development costs are recognized as an expense in profit or loss as incurred.

For all the reporting periods, the above criteria have not been met and therefore all development costs have been recognized as an expense in profit or loss.

NOTE 2 BREAKDOWN OF THE RESEARCH AND DEVELOPMENT EXPENSES INCURRED BY MOR/CHS AND ARIEL IN THE REPORTING PERIODS:

MO/CHS:

	Period ended November 30 2024	Year ended December 31 2023
Payroll and related expenses	$ 58	$ 48
Patent Related expenses	$ 10	$ 3
Total	$ 68	$ 51
Total expenses incurred through December 31, 2022 - $123

ARIEL:

	Period ended November 30 2024	Year ended December 31 2023
Payroll and related expenses	$ 62	$ 56
Patent Related expenses	$ 11	$ 3
Total	$ 73	$ 59
Total expenses incurred through December 31, 2022 - $140

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C-15

"ALZAI HEALTH CORP."

Management’s Discussion and Analysis

Statement of Direct Expenses

For the eleven-months period ended November 30, 2024, and
for the year ended December 31, 2023

(Expressed in Canadian Dollars in thousands)

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"ALZAI HEALTH CORP."

MANAGEMENT DISCUSSION AND ANALYSIS

TABLE OF CONTENTS

Page

BASIS OF PRESENTATION 3-4
"ALZAI HEALTH CORP. PROJECT" OVERVIEW 5
DEVELOPMENT AND MILESTONES 6-8
RESULTS OF OPERATION 9-11

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BASIS OF PRESENTATION

The statement of direct expenses has been prepared on a special purpose basis of preparation. The application of this special purpose basis of preparation has been described below. In addition, the areas involving a high degree of judgment or where estimates and assumptions are significant to the statement of direct expenses are discussed at the end of this section.

The statement of direct expenses has been prepared to reflect in combination the research and development activities carried out by Mor/CHS and AU (Ariel Scientific Innovations) in connection with the Alzai project through November 30, 2024.

Accordingly, the statement of direct expenses reflects the research and development expenses incurred by Mor/CHS and AU through November 30, 2024, in connection with the Alzai Project as stated above.

Since all research and development activities in each of the entities (Ariel and Mor) were funded directly by those entities, no external financing was required.

Cost Attribution Methodology

Only expenses directly attributable to the Alzai IP project have been included in the statement of direct expenses. Directly attributable expenses are those incurred solely and exclusively in connection with the research and development activities performed under the collaboration between Mor/CHS and AU. Indirect overhead costs, general and administrative expenses, facility costs, and depreciation of shared institutional assets were not allocated to the project and have been excluded. See the accompanying statement of direct expenses for a full description of the attribution methodology and the categories of costs excluded.

Payroll and Related Expenses

Payroll and related expenses are based on the total employment cost of each individual, applied at a specific time allocation rate per person as agreed by the principal investigators (ranging from 15% to 50% depending on the individual and period, as described below). These are management estimates and are not based on hour-by-hour time tracking or formal timesheets. Payroll and related expenses include base salary, mandatory national insurance and health tax contributions, pension and provident fund contributions, and other statutory employer costs under Israeli labour law. No external consultants were engaged for the development of the Alzai IP; all development activities were performed by the named inventors and associated researchers employed by CHS and AU. See the accompanying statement of direct expenses for further detail.

Computing Resources and Infrastructure

The Alzai IP project made use of computing resources, specialized software and data science infrastructure provided by Mor, Ariel and CHS as part of their existing institutional research infrastructure. No incremental charge was levied on the project for the use of such resources. Accordingly, no depreciation of hardware or software, and no allocation of computing infrastructure costs, is included in the statement of direct expenses. See the accompanying statement of direct expenses for further detail.

This Management’s Discussion and Analysis (MD&A) is dated as of April 20, 2026, and should be read in conjunction with the statement of direct expenses for the period beginning at January 1, 2024 and ended on November 30, 2024, and the year ended on December 31, 2023. Unless otherwise specified, dollar amounts are expressed in Canadian dollars.

The functional currency of the Company is the New Israeli Shekel due to the fact that most of the Company’s costs are dominated in New Israeli Shekel. The statement of direct expenses is reported in Canadian Dollars.

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C-19

"ALZAI HEALTH CORP." OVERVIEW

Alzai Project Collaboration Information

Patent Cooperation Treaty ("PCT") application, No. IL2024/050342, on April 3, 2024, covering neurodegenerative diseases. This PCT application claims the benefit of priority to U.S. provisional application No. 63/456,555, which was filed on April 3, 2023. A U.S. Continuation-in-Part ("CIP") application, No. 18/910,178, was filed October 9, 2024, with priority to the PCT application.

Currently, screening for Mild Cognitive Impairment ("MCI"/Alzheimer's Disease ("AD"/Alzheimer's Disease-related dementia ("ADRD") primarily relies on physician suspicion. While diagnostic tools for AD exist, they may not be suitable for mass-screening due to invasiveness and cost. Without systematic risk screening, early intervention may be rare. As a result, treatment may be late, which compromises efficacy and often costs quality-of-life years for the patient and increased cost for healthcare.

The inventors developed a machine learning ("ML") and artificial intelligence ("AI") driven, non-invasive MCI/AD/ADRD risk screening solution that uses low-cost, pre-existing biomarker data. The Tool uses existing complete blood count ("CBC") and blood chemistry tests along with age and gender and its proprietary AI to seamlessly screen populations, flagging individuals who might be high-risk subjects.

DEVELOPMENT AND MILESTONES

The Alzai intellectual property (“Alzai IP”) was developed over multiple phases, with key foundational milestones reached before the company was established, followed by continued enhancement activities after the company’s establishment. The Alzai IP includes (i) the underlying software architecture and codebase, (ii) data pipelines and labeling processes, and (iii) trained model weights and supporting training/validation artifacts. The development activities described below clarify when core technical capabilities were created and when incremental enhancements were made, including whether model training occurred before or after the company’s establishment.

The development activities described below cover the entire history of the Alzai IP project from its inception in October 2019 through December 31, 2024.

Development Milestones Reached before the company was established:

Project initiation and alignment (September 2019): Initiation meeting between the Clalit team and Ariel team regarding project aims, scope, and proposed methodology as part of the research project that later contributed to the Alzai IP.

Data-mining definition and protocol approval (March 2020): The team defined the data-mining approach for Clalit and obtained final approval of the study protocol by the Clalit data-mining team.

First data-mining extract and data receipt (July 2020): The Clalit data-mining team completed the first data-mining extract and the project team received the extracted dataset for use in the project.

Second data-mining extract and commencement of model training (May 2022): The team completed the second data-mining extract for the study and commenced training of the “current results” model based on the updated dataset.

Validation and iteration (ongoing, including after May 2022): The team conducted iterative testing and validation, including error analysis and performance improvements; refined labeling and review processes; and implemented acceptance criteria for model performance.

Core codebase and infrastructure development (ongoing): Continued development and hardening of the codebase and supporting infrastructure, including version control, repeatable training runs, and documentation of technical specifications and operating procedures.

IP protection and documentation: Proprietary methods and know-how were documented, confidentiality and other internal controls were implemented, and the IP filing noted above was completed in April 2023.

Enhancements to data pipelines and governance: Enhanced data handling, documentation, and governance over training/validation datasets and supporting processes, including updates associated with the May 2022 second data-mining extract.

Model refinement and updates: During the periods covered by the statement of direct expenses, the researchers continued to refine the model and supporting workflows, including additional re-training and/or fine-tuning runs, performance optimization, and updates based on validation outcomes.

IP filing — US provisional patent (April 2023): U.S. provisional patent application No. 63/456,555 was filed on April 3, 2023, covering the core methodology for non-invasive MCI/AD/ADRD risk screening using AI and CBC-based biomarkers.

Testing, validation, and monitoring: Expanded testing protocols, created or enhanced validation datasets, and implemented monitoring and reporting to track model performance and drift.

PCT application (April 2024): Patent Cooperation Treaty application No. IL2024/050342 was filed on April 3, 2024, claiming priority to the U.S. provisional application and covering neurodegenerative disease screening.

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International Search Report and Written Opinion (August 29, 2024): The Israel Patent Office (“ILPO”), acting as the International Searching Authority, issued an International Search Report (“ISR”) and Written Opinion (“WO-ISA”) in respect of PCT application No. IL2024/050342. The ISR identified five references considered relevant to the claims. The ILPO found certain claims to be novel and others to lack novelty or inventive step based on the prior art cited. These findings represent a preliminary, non-binding opinion; substantive responses and claim amendments are expected to be addressed during national phase examination.

U.S. Continuation-in-Part application (October 2024): U.S. CIP application No. 18/910,178 was filed on October 9, 2024, with priority to the PCT application.

Worldwide exclusive license agreement (December 31, 2024): A worldwide exclusive license agreement for commercialization was executed with Alzai Health Israel Ltd., representing the conclusion of the development phase covered by this statement of direct expenses.

Model Training Timing

The Alzai initiative began as a research project prior to the periods covered by the statement of direct expenses. Training of the “current results” model commenced in May 2022 following completion of the second data-mining extract and was therefore performed prior to company establishment.

Planned Future Development

Note: The following describes the development activities and commercialization plans that were anticipated as at the date of execution of the exclusive license agreement with Alzai Health Israel Ltd. on December 31, 2024, which falls immediately after the period covered by this statement of direct expenses (ended November 30, 2024). Certain of these activities have since commenced or been completed subsequent to that date. This section should be read in conjunction with the Final Prospectus of Alzai Health Corp., which reflects the Corporation’s current status and plans as at the date of the Prospectus.

Following the execution of the exclusive license agreement with Alzai Health Israel Ltd. on December 31, 2024, further development and commercialization of the Alzai Risk Screening Solution was expected to be advanced by Alzai Health Israel Ltd. and its affiliated entities. As at December 31, 2024, the anticipated development and commercialization activities included the following:

Product platform development: Development of a cloud-based product platform capable of delivering the Alzai Risk Screening Solution securely to qualified stakeholders, including healthcare organizations and research organizations, under a subscription or per-use model. This was expected to include housing the algorithm in a HIPAA-compliant product envelope enabling data-in and reporting-out customization, and porting the algorithm to a cloud platform for data upload, analysis, and reporting.

As at the date of this MD&A, this milestone has been completed.

Model validation on target population data: Validation of the existing trained models on data from target deployment populations, with a particular focus on U.S. data, to confirm that model performance — including sensitivity and consistency across subgroups — is maintained in the intended deployment environments. If validation indicated that performance was materially affected by jurisdiction-specific factors, further fine-tuning or retraining using data representative of the target population was anticipated.

As at the date of this MD&A, this milestone is ongoing.

Continuous model improvement: Ongoing refinement of algorithm sensitivity and accuracy, with a target of improving prediction sensitivity from approximately 80% toward approximately 90%, through the addition of further risk factors and continued AI refinement.

As at the date of this MD&A, this milestone has been completed.

Commercialization through channel partners: Procuring product design and channel partnerships in target markets, with the Alzai Risk Screening Solution to be delivered primarily through channel partners integrating the solution into their offerings under a shared revenue model or software-as-a-service model. The Corporation had identified the following priority market segments for initial commercialization:

As at the date of this MD&A, this milestone is ongoing.

(i) Insurance companies in the United States, to be accessed through insure-tech enterprises;
(ii) Clinical trial recruitment, through partnership with clinical research organizations (CROs) and clinical trial network companies;
(iii) Funded research in partnership with pharmaceutical companies engaged in AD/ADRD intervention, providing a near-term revenue stream while building credibility; and
(iv) Longevity and private healthcare, through white-label and API-integrated solutions delivered to longevity enterprises on a software-as-a-service model.

Expected timing: initial channel partnerships and pilot programs to be established within the first 12 months following commercialization launch, with commercial revenue generation targeted by end of 2026 to early 2027.

First paying customer (2025): Subsequent to December 31, 2024, the Corporation secured its first contract for services with Eli Lilly Israel Ltd. ("Lilly"), a pharmaceutical company engaged in AD/ADRD research. Under the collaboration agreement, Lilly agreed to pay the Corporation a total of USD$70,000 in instalments tied to research milestones, with revenue generation commencing in the first quarter of 2026. This contract represents the Corporation's entry into the funded research market segment described above.

As at the date of this MD&A, this milestone has been completed. The first paying customer contract has been executed.

Regulatory assessment: Evaluation of whether regulatory clearance or approval — including potential FDA clearance as a medical device or software as a medical device (SaMD) — would be required in target markets, and initiation of the applicable regulatory pathway where necessary.

As at the date of this MD&A, this milestone is ongoing.

Business management and customer support systems: Development of ancillary systems for usage tracking, performance metric reporting, and technical customer support to support the commercial deployment of the Alzai Risk Screening Solution.

As at the date of this MD&A, this milestone is ongoing.

Expansion to additional disease indications: Exploration of the development of additional risk stratification solutions for other neurodegenerative and age-related diseases, leveraging the existing AI and ML capabilities developed for the Alzai IP.

As at the date of this MD&A, this milestone has not yet commenced.

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RESULT OF OPERATIONS

Below is the selected annual information from the Projects' statement of direct expenses for each of the annual periods indicated:

	Period from January 1 to November 30 2024	Year ended December 31 2023
Research and development expenses:
Payroll and related expenses	$ 120	$ 104
Patent Related expenses	$ 21	$ 6
Comprehensive and net loss for the period	$ 141	$ 110

Research and Development

The increase in research and development expenses for the period from January 1, 2024 to November 30, 2024, compared to the year ended December 31, 2023, is primarily attributable to the engagement of research coordinators with enhanced expertise and experience, resulting in higher compensation costs.

The increase in patent-related expenses for the period from January 1, 2024 to November 30, 2024, compared to the year ended December 31, 2023, is primarily attributable to the progression of the Company's patent strategy. In 2023, the Company filed a U.S. provisional patent application, which involved relatively limited filing and professional fees. In 2024, the Company filed a Patent Cooperation Treaty ("PCT") application, which entails significantly higher filing, translation, and professional costs. As a result, patent-related expenses in 2024 were materially higher than those incurred in 2023.

As of the inception of the Project, the carrying research and development expenses of the acquired Alzai Project consisted of the following:

All the numbers below are in Thousands.

	Payroll and related expenses	Patent related expenses	Total
2019	$ 14	-
2020	$ 82	-
2021	$ 84	-
2022	$ 83	-
2023	$ 104	$ 6	$ 110
2024	$ 120	$ 21	$ 141
Total	$ 487	$ 27	$ 514

Breakdowns per Activity and per Institute as follows.

MOR:/CHS

	Period ended November 30 2024	Year ended December 31 2023
Payroll and related expenses	$ 58	$ 48
Patent Related expenses	$ 10	$ 3
Total	$ 68	$ 51

Total expenses incurred through December 31, 2022 - $ 123
Total MOR expenses incurred through the project - $ 242

ARIEL:

	Period ended November 30 2024	Year ended December 31 2023
Payroll and related expenses	$ 62	$ 56
Patent Related expenses	$ 11	$ 3
Total	$ 73	$ 59

Total expenses incurred through December 31, 2022 - $140
Total Ariel expenses incurred through the project - $ 272

Liquidity and Capital Resources

Since all Since all research and development activities in each entity (Mor/CHS and AU) were funded directly by those entities, no external financing was required during the period from January 1, 2024 to November 30, 2024 or the year ended December 31, 2023.

As the project had no external debt, no capital expenditure and no cash balances at any point during the reported periods, the liquidity position of the Alzai IP project consisted solely of the funding provided directly by Mor/CHS and AU as and when costs were incurred.

TRANSACTIONS WITH RELATED PARTIES

Research and development activities were performed by Dr. Amir Glik and team at CHS, and by Prof. Chen Hajaj, Dr. Anat Goldstein and Dr. Orit Raphaeli at Ariel University. All payroll costs are costs borne by CHS and AU respectively; Mor/CHS acts as the technology transfer office and does not itself employ researchers. Compensation of these individuals is included in payroll and related expenses. No other transactions with related parties occurred during the periods presented.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the statement of direct expenses requires management to make estimates and judgments that affect reported amounts. The most significant judgment is the determination of which costs are directly attributable to the Alzai IP project, as described in the Cost Attribution Methodology section above. Additionally,

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management applied judgment in determining the proportion of researcher time allocable to the project. Management does not consider that there are material uncertainties in respect of these estimates.

SUBSEQUENT EVENTS

On December 31, 2024, a worldwide exclusive license agreement for commercialization of the Alzai IP was executed with Alzai Health Israel Ltd. This agreement marks the conclusion of the development phase covered by this statement of direct expenses.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements, including statements regarding planned future development activities, anticipated milestones, and commercialization plans. These statements are based on current expectations and assumptions and are subject to risks and uncertainties. Actual results may differ materially from those anticipated. The Company undertakes no obligation to update forward-looking statements except as required by applicable securities law.

ADDITIONAL INFORMATION

Additional information relating to the Issuer is available under the Issuer's profile on SEDAR+ at www.sedarplus.ca.

C-25

D-1

SCHEDULE D

MANDATE OF THE BOARD OF DIRECTORS

(See attached)

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ALZAI HEALTH CORP.
(the “Corporation”)

BOARD OF DIRECTORS MANDATE

General

Under applicable federal and provincial corporate and securities laws in Canada, the Board of Directors (the “Board”) of the Corporation is responsible for the management of the business and affairs of the Corporation and has a duty to act honestly, in good faith and in the best interests of the Corporation and its shareholders. The Board may discharge its responsibilities directly but will delegate certain responsibilities to committees of the Board and to the senior officers and management of the Corporation. The Board may appoint such officers and committees as it deems necessary and appropriate in order to discharge its duties. Each committee shall have its own mandate or charter and, if deemed necessary, the Board will provide senior officers and management with position descriptions to guide them in discharging their duties.

Responsibility for day to day management of the business and affairs of the Corporation will generally be placed in the hands of the President and Chief Executive Officer (the “CEO”) of the Corporation. The President and CEO will be responsible for the management of the Corporation in accordance with the strategic plans, objectives and policies set by the Board. The Board and its committees are responsible for overseeing the activities of senior management in order to ensure that the plans and policies set by the Board are being adhered to and that the goals and objectives set by the Board are being met.

The Board shall meet at least twice per year to review the business operations and financial results of the Corporation and to assess its corporate governance practices. The members of the Board and the committees established by the Board are expected to attend all meetings of the Board or committee, as applicable, and to have reviewed in advance materials to be discussed or reviewed at such meetings.

Primary Functions of the Board

The primary functions of the Board are to:

(a) perform its duties and responsibilities in accordance with the laws of the Province of Ontario (the Corporation’s jurisdiction of incorporation), the laws of Canada applicable therein and the laws of all countries in which the Corporation operates;

(b) oversee and monitor the performance of the Corporation in the context of its goals and objectives and the long term interests of its shareholders and other stakeholders;

(c) promote a culture of honesty, integrity and ethical conduct within the Corporation and within all countries in which the Corporation operates; and

(d) together with management of the Corporation and in accordance with applicable corporate and securities laws, develop policies which ensure the timely and accurate disclosure of material information respecting the Corporation.

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Board Composition

2. Number of Directors.

The Board shall be comprised of such number of directors as is appropriate for its stage of development and the scope of activities which the Corporation is undertaking at any given time. The TSX Venture Exchange requires listed companies to have a minimum of three directors at all times. The number of directors comprising the Board for the ensuing year must be approved by shareholders at each annual general meeting (the "AGM"). The Board must then approve the setting of such number of directors at each post-AGM Board meeting or via a written consent resolution in lieu thereof.

3. Expertise.

The Board shall endeavor to nominate a group of directors sufficient in number and with sufficiently varied backgrounds and expertise as is necessary to manage the business and affairs of the Corporation in a manner which is both efficient and appropriate given the Corporation's stage of development and strategic objectives.

4. Independence.

The Board shall have at least two members that are "independent directors" within the meaning of National Instrument 52-110 ("NI 52-110"). Pursuant to NI 52-110, a director is independent if he or she has no direct or indirect material relationship with the issuer of which he/she is a director. A "material relationship" is one which could be reasonably expected to interfere with the exercise of an individual's independent judgment as a director of such issuer.

5. Quorum.

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting. Currently, the quorum is set at a majority of the number of directors.

Responsibilities

The Board, directly through its committees, will be responsible for the following:

(a) Selecting and Monitoring Senior Management

(i) selecting and appointing qualified individuals to act as the Corporation's President, CEO and Chief Financial Officer (the "CFO"), and such other officers or management personnel as, in the Board's view, may be required to effectively manage the Corporation's affairs;

(ii) satisfying itself as to the integrity of the CEO, CFO and, if necessary, other members of management and ensuring that these individuals create a culture of integrity throughout the Corporation;

(iii) evaluating, on at least an annual basis, the performance of the CEO, CFO and, if necessary, other members of management;

(iv) determining appropriate compensation for the CEO, CFO and other members of management;

(v) providing guidance and counsel to the CEO in connection with the exercise of his/her duties and assisting the CEO in his/her efforts to implement the strategic plan and achieve the goals and objectives established by the Board;

(vi) developing adequate orientation and training programs for senior officers and other members of management and ensuring that management is aware of recent developments in the Corporation’s industry by encouraging participation in ongoing continuing education activities; and

(vii) planning for senior management succession.

(b) Strategic Planning

(i) reviewing and approving, on an annual basis, the Corporation’s strategic plan, which should take into account the goals and objectives for the growth and development of the Corporation set by the Board as well as the opportunities and risks of the Corporation’s business;

(ii) monitoring the implementation of the Corporation’s strategic plan by the CEO and other members of the Corporation’s management group and initiating corrective action where required;

(iii) reviewing and approving, on an annual basis, an annual budget for the Corporation which is sufficient to enable the Corporation to undertake the activities and meet the objectives set out in the Corporation’s strategic plan and which deploys the financial resources of the Corporation in a prudent, efficient and cost effective manner;

(iv) reviewing with the Corporation’s CEO, CFO and other members of management material transactions outside of the ordinary course of the Corporation’s business and other major corporate actions which require Board approval; and

(v) reviewing and discussing with the Corporation’s CEO, CFO and other members of management significant risks which can affect the Corporation and the systems that have been put in place to manage such risks.

(i) appointing appropriate committees of the Board and delegating responsibilities for specific functions to such committees;

(ii) selecting committee members with expertise in the area of the delegated responsibility of the committee in question and providing written charters or mandates to guide the committees in the performance of their duties;

D-4

(iii) such committees will for the time being include an Audit Committee; and
(iv) considering the advice, proposals and recommendations of the various committees of the Board when making Board decisions.

(d) Control Over Financial Reporting

(i) with the assistance of the Audit Committee, selecting an auditor for appointment at the Corporation’s annual general meeting;
(ii) reviewing, on an annual basis, the performance of the Corporation’s auditors;
(iii) with the assistance of the Audit Committee, reviewing the quality and adequacy of the Corporation’s internal controls over financial reporting and management information systems, with a view to ensuring that financial information prepared for public dissemination is complete and accurate and fairly reflects the Corporation’s financial condition;
(iv) with the assistance of the Audit Committee, reviewing and approving unaudited quarterly and audited annual financial statements of the Corporation and annual and quarterly management discussion and analysis (“MD&A”) prepared in connection with financial statements. Currently, the Board has authorized and delegated to the Audit Committee, on behalf of the Board, the review and approval of unaudited quarterly financial statements and related MD&A and
(v) ensuring that financial information, including the financial statements and MD&A referred to above, is adequately reported to shareholders and to the public on a timely and regular basis.

(e) Regulatory Compliance

(i) implementing systems to ensure compliance with applicable corporate and securities laws, regulations and policies, the rules and policies of any exchange on which the Corporation’s shares are listed and any other applicable regulatory regimes;
(ii) implementing systems to ensure timely and accurate disclosure of material information respecting the Corporation’s affairs, regardless of whether such information is adverse or favourable;
(iii) developing and implementing a comprehensive set of corporate governance principles and guidelines with a view to ensuring that the Corporation meets applicable corporate and securities law requirements and industry standards in this area;
(iv) establishing and maintaining, through periodic review and corrective action where necessary, the integrity of the Corporation’s internal control systems and disclosure control systems and procedures;

D-5

(v) establishing and monitoring compliance with the policies and procedures of the Corporation, including but not limited to, the Corporation's Insider Trading and Blackout Period Policy, Code of Business Conduct and Ethics, Confidentiality Policy, Corporate Disclosure Policy, Whistleblower Policy and various committee charters and mandates; and

(vi) implementation and maintenance of environmental stewardship and health and safety management systems that are consistent with industry practices and comply with the applicable laws and regulatory requirements in the communities where the Corporation conducts its business.

(f) Board Assessment

(i) assessing the effectiveness, at least once annually, of the Board, its committees and each individual director;

(ii) considering whether the size of the Board is appropriate given the stage of development of the Corporation's business;

(iii) considering the independence of each individual Board member to ensure that the Board as a whole meets independence requirements set out in applicable corporate and securities laws;

(iv) establishing an appropriate selection and review process for new nominees to the Board; and

(v) adopting an appropriate orientation and education program for new members of the Board.

(g) Miscellaneous

(i) performing such other functions as prescribed by law or assigned to the Board in the Corporation's constating documents; and

(ii) reviewing this mandate from time to time and making any changes which the Board deems appropriate based on the circumstances of the Corporation or changes to corporate governance practices and standards mandated or rendered advisable by changes in applicable corporate and securities laws or evolving industry standards and practices.

Adopted and approved by the Board: April 15, 2026.

E-1

SCHEDULE E

AUDIT COMMITTEE CHARTER

(See attached)

ALZAI HEALTH CORP.
(the “Corporation”)

CHARTER OF THE AUDIT COMMITTEE

Purpose

The overall purpose of the Audit Committee (the “Committee”) is to ensure that the Corporation’s management has designed and implemented an effective system of internal financial controls to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Corporation and to review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.

Duties

The overall duties and responsibilities of the Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Corporation’s accounting principles, reporting practices and internal controls and its approval of the Corporation’s annual and quarterly consolidated financial statements and related financial disclosure;

(b) to establish and maintain a direct line of communication with the Corporation’s internal and external auditors and assess their performance;

(c) to ensure that the management of the Corporation has designed, implemented and is maintaining an effective system of internal financial controls; and

(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Corporation, and to verify the independence of such external auditors;

(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

(d) to review with the external auditors, upon completion of their audit:

(i) contents of their report;

(ii) scope and quality of the audit work performed;

(iii) adequacy of the Corporation’s financial and auditing personnel;

(iv) co operation received from the Corporation’s personnel during the audit;

E-2

(v) internal resources used;
(vi) significant transactions outside of the normal business of the Corporation;
(vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
(viii) the non audit services provided by the external auditors;

(e) to discuss with the external auditors the quality and not just the acceptability of the Corporation’s accounting principles; and
(f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

The duties and responsibilities of the Committee as they relate to the Corporation’s internal auditors are to:

(a) periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;
(b) review and approve the internal audit plan; and
(c) review significant internal audit findings and recommendations, and management’s response thereto.

The duties and responsibilities of the Committee as they relate to the internal control procedures of the Corporation are to:

(a) review the appropriateness and effectiveness of the Corporation’s policies and business practices which impact on the financial integrity of the Corporation, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;
(b) review compliance under the Corporation’s business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;
(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Corporation; and
(d) periodically review the Corporation’s financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

The Committee is also charged with the responsibility to:

(a) review the Corporation’s quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

E-3

(b) review and approve the financial sections of:
(i) the annual report to shareholders;
(ii) the annual information form, if required;
(iii) annual and interim MD&A
(iv) prospectuses;
(v) news releases discussing financial results of the Corporation; and
(vi) other public reports of a financial nature requiring approval by the Board, and report to the Board with respect thereto;

(d) review the appropriateness of the policies and procedures used in the preparation of the Corporation’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

(e) review and report on the integrity of the Corporation’s consolidated financial statements;

(f) review the minutes of any audit committee meeting of subsidiary companies;

(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Corporation and the manner in which such matters have been disclosed in the consolidated financial statements;

(h) review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

(i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders.

The Committee shall have the authority:
(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) to set and pay the compensation for any advisors employed by the Committee; and
(c) to communicate directly with the internal and external auditors.
The Committee shall have access to such officers and employees of the Corporation and to the Corporation’s external auditors, and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

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The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Corporation as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

Composition

The Committee shall consist of at least three members of the Board of Directors (the "Board"). As long as the Corporation is listed on the TSX Venture Exchange (the "TSXV"), every member of the Committee must be an individual who is not an executive officer, employee or Control Person of the Corporation (as defined in the TSXV policies), except as permitted by the TSXV. The members of the Committee must also be "financially literate" (as defined in National Instrument 52-110 Audit Committees).
The Board, at its organizational meeting held after each annual general meeting of the shareholders, shall appoint or re-appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
The Board may appoint one member of the Committee to be the chair of the Committee (the "Chair").
If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee who is present at the meeting shall be chosen by the Committee to preside at the meeting.

Meetings

The Committee is responsible to meet as often as required to discharge its duties, provided that:

(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and

The Chair of the Committee will, in consultation with the members, determine the schedule, time and place of meetings.
A quorum for a meeting of the Committee shall be a majority of members present in person, by telephone conference call or by such other electronic means as allows them to participate in the meeting.

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Notice of the time and place of every meeting shall be given in writing (including by way of written email or facsimile communication) to each member of the Committee at least 24 hours prior to the time fixed for such meeting, provided, however, that a member may in any manner waive a notice of a meeting; and attendance of a member at a meeting constitutes a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
At the invitation of the Chair of the Committee, one or more officers of the Corporation may attend any meeting of the Committee.

Procedures, Records and Reporting

Subject to any statute or articles and by-laws of the Corporation, the Committee shall fix its own procedures at meetings, keep records of its proceedings and report to the Board when the Committee may deem appropriate (but not later than the next meeting of the Board). The minutes of its meetings shall be distributed to all members of the Board. All Directors shall be provided with access to any materials distributed to members of the Committee.
The Committee is responsible for preparing a report for inclusion in the Corporation’s annual management information circular.

Adopted and approved by the Board: April 15, 2026.

E-6

C-1

CERTIFICATE OF ALZAI HEALTH CORP.

Dated April 21, 2026

This Prospectus (which includes the marketing materials included or incorporated by reference) constitutes full, true, and plain disclosure of all material facts relating to the securities offered by this Prospectus as required by the securities legislation of each of the provinces of British Columbia, Alberta and Ontario.

(Signed) “Hayim Raclaw”
HAYIM RACLAW
Chief Executive Officer

(Signed) “Roy Kait”
ROY KAIT
Chief Revenue Officer

On behalf of the Board of Directors

(Signed) “Amir Glik”
DR. AMIR GLIK
Director

(Signed) “Faizaan Lalani”
FAIZAAN LALANI
Director

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CERTIFICATE OF THE AGENT

Dated April 21, 2026

To the best of our knowledge, information and belief, this Prospectus (which includes the marketing materials included or incorporated by reference) constitutes full, true, and plain disclosure of all material facts relating to the securities offered by this Prospectus as required by the securities legislation of each of the provinces of British Columbia, Alberta and Ontario.

HAYWOOD SECURITIES INC.

(Signed) “Don Wong”

DON WONG

Vice President, Investment Banking

AI assistant

Rupert Resources Ltd. — Capital/Financing Update 2026

43496_rns_2026-04-22_65462c17-692e-44d6-83dc-fe3be84bab0d.pdf

PROSPECTUS

ALZAI HEALTH CORP.

ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS

TABLE OF CONTENTS

GENERAL MATTERS

FINANCIAL STATEMENT PRESENTATION IN THIS PROSPECTUS

EXCHANGE RATE INFORMATION

FORWARD-LOOKING STATEMENTS

MARKET INDUSTRY DATA

MARKETING MATERIALS

PROSPECTUS SUMMARY

Overview

Corporate History

Alzai Risk Assessment

Our Business Strategy

The Offering

Lock-Up Arrangements

Dividend Policy:

Risk Factors

Summary of Financial Information

CORPORATE STRUCTURE

Name and Incorporation

Intercorporate Relationships

OUR BUSINESS

Corporation's Overview

Corporate History

Overview of the Business

The Alzai Risk Screening Solution

Overview of Alzheimer's Disease

Risk Screening and Early Detection

Principal Market for the Alzai Risk Screening Solution

Revenue Model

Biomarkers

Machine Learning Models

Evaluation Matrix

Commercialization

Collaboration Agreement

Governance Specific to AI Use

License Agreements

Mor and Ariel License Agreement

AlertCloud License Agreement

Future Licenses

Specialized Skill and Knowledge

Competitive Conditions

Employees

Intellectual Property Rights

Findings of the ISR and WO-ISA

Applicant’s Response to the Cited Art in the ISR and the Findings of the WO-ISA

No Assurance of Patentability

Future Filings

Trademarks and Domain Names

Protection of Intellectual Property Practices

Regulatory Environment

1. No Medical Image or Signal Analysis

2. Displaying or Analyzing Medical Information

3. Support or Provide Recommendations to a Healthcare Professional

4. Enable Independent Review (Transparency)

USE OF PROCEEDS

Proceeds

Principal Purposes

DIVIDENDS OR DISTRIBUTIONS

SELECTED FINANCIAL INFORMATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

DESCRIPTION OF THE SECURITIES DISTRIBUTED

Common Shares

Warrants

CONSOLIDATED CAPITALIZATION

OPTIONS TO PURCHASE SECURITIES

Equity Incentive Plan

Options

RSUs

Summary of the Equity Incentive Plan

Eligible Participants

Number of Shares Reserved

Limitations on Grants

Exercise Price

Vesting

Rupert Resources Ltd. Capital/Financing Update 2026