SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* AULT MILTON C III (Last) (First) (Middle) 3802 SPECTRUM BOULEVARD, SUITE 112C (Street) TAMPA FL 33612 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/14/2021	3. Issuer Name and Ticker or Trading Symbol Alzamend Neuro, Inc. [ ALZN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,000,000	I	By Ault Life Sciences Fund, LLC(1)
Common Stock	3,094,555	I	By Digital Power Lending, LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	04/30/2019	04/29/2024	Common Stock	5,000,000	3	I	By Ault Life Sciences Fund, LLC(1)
Warrants	03/09/2021	03/08/2026	Common Stock	1,350,000	3	I	By Digital Power Lending, LLC(2)
Series A Convertible Preferred Stock	(3)	(3)	Common Stock	15,000,000	(3)	I	By Ault Life Sciences, Inc.
Stock Options (Right to Buy)	(4)	04/29/2026	Common Stock	2,500,000	0.0004	D

Explanation of Responses:

1. Mr. Ault has sole voting and investment power with respect to the securities held of record by Ault Life Sciences Fund, LLC.

2. 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.

3. The Series A Convertible Preferred Stock (the "Series A Preferred Stock") shall automatically convert into 15,000,000 shares of Common Stock upon the closing of the 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 Ault Life Sciences, Inc.

4. Mr. Ault was granted stock options to purchase 2,500,000 shares of Common Stock, which options are exercisable at an exercise price of $0.004 and are currently vested and exercisable.

Remarks:

	/s/ Milton C. Ault, III	06/14/2021
	** 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 5 (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.