SEC Form 4
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)
04/26/2022
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 04/26/2022 P(1) 2,666,667 A $1.5 9,666,667 I By Digital Power Lending, LLC(2)
Common Stock 2,500,000 D
Common Stock 225,000 I By Ault Alpha LP(3)
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)
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
Warrants $3 04/26/2022 J(1) 1,333,333 04/26/2022(6) 04/25/2027 Common Stock 1,333,333 $0 1,333,333 I By Digital Power Lending, LLC(2)
Warrants $3 08/08/2021(6) 08/07/2026 Common Stock 666,667 666,667 I By Digital Power Lending, LLC(2)
Warrants $3 03/09/2021(6) 03/08/2026 Common Stock 1,333,333 1,333,333 I By Digital Power Lending, LLC(2)
Warrants $3 04/30/2019 04/29/2024 Common Stock 5,000,000 5,000,000 I By Ault Life Sciences Fund, LLC(5)
Warrants $3 08/31/2020 08/30/2025 Common Stock 16,667 16,667 I By BitNile Holdings, Inc.(7)
Explanation of Responses:
1. In connection with a securities purchase agreement dated March 9, 2021, the Issuer agreed to sell an aggregate of 6,666,667 shares of its common stock to Digital Power Lending, LLC, for an aggregate of Ten Million Dollars ($10,000,000) (the "Transaction"). In connection with the Transaction, on April 26, 2022, DPL received warrants to purchase 1,333,333 shares of common stock as additional consideration for purchase of 2,666,667 shares of common stock for $1.50 per share.
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. 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.
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. The warrant may be exercised by the Holder on any day on or after the date of issuance, subject to beneficial ownership blocker provisions contained therein.
7. Mr. Ault serves as Executive Chairman of BH and is deemed to have voting and investment power with respect to the securities held of record by BH.
Remarks:
/s/ Milton C. Ault, III 04/28/2022
** 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).
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