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 OF SECURITIES

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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(Print or Type Responses)
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)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 240		 3. Date of Earliest Transaction (Month/Day/Year)
03/26/2024
(Street)

LAS VEGAS, NV 89141		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 B Convertible Preferred Stock $ 1 03/26/2024   P   780   03/26/2024   (1) Common Stock 780,000 (2) (3) $ 1,000 2,000 I By Ault Lending, LLC (4)
Warrants $ 1.2 03/26/2024   P   780,000   09/26/2024 09/26/2029 Common Stock 780,000 (3) $ 0 (5) 2,000,000 I By Ault Lending, LLC (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
AULT MILTON C III
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 240
LAS VEGAS, NV 89141		   X   X    

Signatures

 /s/ Milton C. Ault, III   03/28/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares of series B convertible preferred stock (the "Series B Convertible Preferred Stock") have no expiration date.
(2) Each share of Series B Convertible Preferred Stock has a stated value of $1,000 (the "Stated Value") and is convertible into a number of shares of common stock determined by dividing the Stated Value by the conversion price, which is currently $1.00.
(3) Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Ault Alliance, Inc. ("AAI"). Mr. Ault, the Executive Chairman of AAI, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.
(4) The Issuer is restricted from issuing shares of common stock upon conversion of the Series B Convertible Preferred Stock and /or exercise of the warrants to the extent such issuances would result in an aggregate number of shares of common stock exceeding 1,322,951, which represents 19.99% of the total shares of common stock issued and outstanding as of January 31, 2024, the execution date of the purchase agreement pursuant to which the shares of Series B Convertible Preferred Stock and warrants are issued, in accordance with the rules and regulations of the Nasdaq Stock Market unless the Issuer first obtains stockholder approval, which has not yet been obtained.
(5) These warrants were issued for no additional consideration in connection with the purchase of the Series B Convertible Preferred Stock.

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