Sec Form 4 Filing - AULT MILTON C III @ Alzamend Neuro, Inc. - 2021-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AULT MILTON C III
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)
(Last) (First) (Middle)
3802 SPECTRUM BOULEVARD, SUITE 112C
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2021
(Street)
TAMPA, FL33612
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/15/2021 P 2,000,000 A $ 5 5,094,555 I By Digital Power Lending, LLC ( 1 )
Common Stock 06/17/2021 C 15,000,000 A $ 0 ( 2 ) 15,000,000 I By Ault Life Sciences, Inc. ( 2 )
Common Stock 10,000,000 I By Ault Life Sciences Fund, LLC ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series A Convertible Preferred Stock ( 2 ) 06/17/2021 C 750,000 ( 2 ) ( 2 ) ( 2 ) Common Stock 15,000,000 ( 2 ) 0 I By Ault Life Sciences, Inc. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AULT MILTON C III
3802 SPECTRUM BOULEVARD, SUITE 112C
TAMPA, FL33612
X
Signatures
/s/ Milton C. Ault, III 06/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Digital Power Lending, LLC ("DPL") is a wholly-owned subsidiary of Ault Global Holdings, Inc. ("AGH"). Mr. Ault, the Executive Chairman of AGH, is deemed to have voting and investment power with respect to the securities held of record by DPL.
( 2 )The 15,000,000 shares of Common Stock were issued to Ault Life Sciences, Inc. ("ALS") upon the conversion of the 750,000 shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Preferred Stock") owned by ALS, which conversion occurred automatically upon the closing of the Issuer's initial public offering without payment of further consideration. Mr. Ault has sole voting and investment power with respect to the shares of Series A Preferred Stock held of record by ALS.
( 3 )Mr. Ault has sole voting and investment power with respect to the securities held of record by Ault Life Sciences Fund, LLC.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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