United States securities and exchange commission logo
June 4, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re: Alzamend Neuro,
Inc.
Amendment No. 2 to
Registration
Statement on Form S-1
Filed June 3, 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. 2 to Registration Statement on Form S-1
Prospectus Summary, page 1
1. We reissue comment 1.
You continue to state that you "expect to submit by June 30, 2021
the IND for FDA
approval to begin a Phase I clinical trial with human subjects" without
providing a basis for
your belief that you will be able to commence human trials. Refer to
comment 2 of our May
19, 2021 letter. As it appears your proposed test parameters would
not be approved until
after the FDA has completed their final review of your IND
application for AL001,
revise to make that clear and to also clarify there is no guarantee
that the FDA will
approve your IND application.
Stephan Jackman
Alzamend Neuro, Inc.
June 4, 2021
Page 2
General
2. We note the Free Writing Prospectus ("FWP") filed May 28, 2021 includes
information
that was previously contained in your prior prospectus, on which we
commented and you
removed from the prospectus, including the statements of safety and
efficacy and
your assertions that you will be "commencing Phase 1 human clinical
trials in Q3 2021,"
and "Q4 2021" for AL001 and AL002, respectively, statements you have not
substantiated. Discontinue use of the FWP and provide us your analysis
regarding how
you will address these deficiencies. We also note that on page 2 of the
FWP, it references
the prospectus filed May 25, 2021.
3. Provide us additional information regarding the $500,000 "commission"
that would be
paid for Digital Power Lending, LLC, reflected on page 17 of the FWP,
and tell us
whether they are acting as an underwriter for this offering and who
would receive such
commission. We note your disclosure in the prospectus that Digital Power
Lending, LLC
may purchase up to 2,000,000 shares of common stock in the offering at
the same price
and on the same terms as other investors in this offering. Please revise
that disclosure as
appropriate given the different commissions described in your FWP (5%
for Digital
Power Lending, LLC, and 7% for Spartan Capital Securities, LLC/Other).
You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at
(202) 551-
3649 if you have questions regarding 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,
FirstName LastNameStephan Jackman
Division of
Corporation Finance
Comapany NameAlzamend Neuro, Inc.
Office of Life
Sciences
June 4, 2021 Page 2
cc: Spencer G. Feldman, Esq.
FirstName LastName