Form 4 Alzamend Neuro, Inc. For: May 17 Filed by: AULT MILTON C III

May 18, 2022 9:20 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
AULT MILTON C III

(Last) (First) (Middle)
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 240

(Street)
LAS VEGAS NV 89141

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alzamend Neuro, Inc. [ ALZN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/17/2022   P   23,900 A $ 0.9767 (1) 9,815,567 I By Digital Power Lending, LLC (2)
Common Stock 05/17/2022   J (3)   1,100 A $ 2.5 9,816,667 I By Digital Power Lending, LLC (2)
Common Stock               2,500,000 D  
Common Stock               14,942,984 I By Ault Life Sciences, Inc. (4)
Common Stock               10,000,000 I By Ault Life Sciences Fund, LLC (5)
Common Stock               325,000 I By Ault Alpha LP (6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (obligation to buy) $ 2.5 05/17/2022   J (3)     11   (7) 05/20/2022 Common Stock 1,100 $ 250 39 I By Digital Power Lending, LLC (2)
Call Option (right to buy) $ 2.5               (7) 08/19/2022 Common Stock 7,000   70 I By Digital Power Lending, LLC (2)
Call Option (right to buy) $ 2.5               (7) 05/20/2022 Common Stock 15,000   150 I By Digital Power Lending, LLC (2)
Explanation of Responses:
1. The common stock was purchased by the reporting person in open market transactions on the transaction date, with a volume weighted average purchase price of $0.9767. The range of purchase prices on the transaction date was $0.96 to $0.98 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.
2. Digital Power Lending, LLC ("DPL") is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BH"). Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by DPL.
3. On November 4, 2021, DPL wrote 50 put option contracts expiring in May 2022, which provided that DPL will be required to purchase shares of common stock at the stated strike price if the counterparty exercises such put options. On the transaction date listed above, the counterparty exercised 11 of such put options at $2.50 per share of common stock.
4. Mr. Ault has sole voting and investment power with respect to the securities held of record by Ault Life Sciences, Inc.
5. Mr. Ault has sole voting and investment power with respect to the securities held of record by Ault Life Sciences Fund, LLC.
6. Milton C. Ault, III, is the Manager of Ault Alpha GP LLC ("Ault GP") and Ault Capital Management LLC ("AC Management"). Ault GP and AC Management are the general partner and investment manager to Ault Alpha LP, respectively. As such, Mr. Ault is deemed to beneficially own the shares held by Ault Alpha LP.
7. The security listed is an exchange-traded option contract. Exchange-traded options are immediately exercisable and remain exercisable until expiration.
/s/ Milton C. Ault, III 05/18/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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