United States securities and exchange commission logo
June 2, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re: Alzamend Neuro,
Inc.
Amendment No. 1 to
Registration
Statement on Form S-1
Filed May 25, 2021
File No. 333-255955
Dear Mr. Jackman:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
19, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 1
1. We reissue comment 2.
Your revised disclosure on page 1, "pursuant to the FDA
response letter,"
continues to imply the FDA provided you a basis to form the belief you
express in the filing.
The attempt to temper this statement at the end of the sentence with
"if the FDA allows the
IND to go into effect" is insufficient. Remove any implication that
the FDA has given you
reason to believe your proposed test parameters provide a basis for
your IND submission and
the initiation of human trials unless you have additional
documentation to
substantiate the belief.
Stephan Jackman
Alzamend Neuro, Inc.
June 2, 2021
Page 2
2. We note the disclosure on the cover page, in the related party
transaction section, and on
page 109, that "Digital Power Lending, LLC, a wholly-owned subsidiary
of Ault Global
Holdings, Inc., has indicated to us that it will be purchasing up to
$10.0 million of
common stock in this offering. All shares sold to Digital Power
Lending will be at the
same price and on the same terms as the other investors in this
offering. Milton C. Ault
III, our current Executive Chairman, is an executive officer and
director of Ault Global
Holdings, as are several other officers and board members of our
company." Revise the
summary to highlight that you could be offering only 500,000 shares to
the public, to
disclose the beneficial ownership of Mr. Ault and the other insiders
after the offering
taking into account the shares to be purchased in the offering. Add
risk factor
disclosure addressing the risks associated with purchasing shares of
such a closely held,
potentially thinly-traded company, and clarify the extent to which
these shares will be
subject to lock up agreements.
Dilution, page 47
3. Please clarify in your disclosure whether the pro forma book value per
share also gives
effect to the recent financing transaction with Digital Power Lending
in March of 2021. It
appears that the 2,666,667 shares are included in the existing number
of stockholders
amount of 82,429,525. If so, please explain whether any cash was
received and if this is
included in the pro forma net tangible book value.
Financial Statements
Note 13. Subsequent Events, page F-23
4. We note your response letter dated May 28, 2021 which indicates that you
granted
450,000 performance-based options in March 2021 outside of the stock
incentive plan to
FDA consultants with an exercise price of $1.50 per share. In a similar
manner to your
response, please provide disclosures related to these options with key
terms, including the
exercise price, the vesting terms, whether performance milestones have
been reached, and
the estimated fair value of common stock that you expect to use to value
these options. In
addition to providing disclosures related to these options in the notes
to the financial
FirstName LastNameStephan Jackman
statements, please also provide disclosures related to these options
throughout the filing
Comapany
whereNameAlzamend Neuro,
you discuss recent Inc.issuances and outstanding options. For
example, we note
equity
June 2,on pages
2021 10,2 46, and 48 you discuss outstanding options.
Page
FirstName LastName
Stephan Jackman
FirstName LastNameStephan Jackman
Alzamend Neuro, Inc.
Comapany
June 2, 2021NameAlzamend Neuro, Inc.
June 2,
Page 3 2021 Page 3
FirstName LastName
You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at
(202) 551-
3649 if you have questions regarding comments on the financial statements and
related
matters. Please contact Abby Adams at (202) 551-6902 or Tim Buchmiller at (202)
551-
3635 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Spencer G. Feldman, Esq.