July 2, 2024
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3480 Peachtree Road NE, Second Floor, Suite 103
Atlanta, GA 30326
Re: Alzamend Neuro, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 26, 2024
File No. 333-279920
Dear Stephan Jackman:
We have conducted a limited review of your registration statement and have
the following
comment.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Plan of Distribution, page 14
1. We note your response to prior comment 2. Please include the information
provided in
your response letter in the registration statement. Specifically, please
revise this section to
include disclosure that 1) any broker-dealers or agents that may become
involved in
selling the registered shares offered under this prospectus may be
deemed to be
underwriters within the meaning of the Securities Act in
connection with such sales,
and 2) any broker-dealers or agents that are deemed to be underwriters
may not sell
registered shares offered under this prospectus unless and until Company
sets forth the
names of the underwriters and the material details of their underwriting
arrangements in
a replacement prospectus included in a post-effective amendment to the
registration
statement of which this prospectus is a part.
We remind you that the company and its management are responsible for
the accuracy and
July 2, 2024
Page 2
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action
by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Lauren Hamill at 303-844-1008 or Chris Edwards at
202-551-6761 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Henry Nisser