Amendment: SEC Form SCHEDULE 13D/A filed by Alzamend Neuro Inc.
$ALZN
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
|
Alzamend Neuro, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
02262M605 (CUSIP Number) |
MILTON C. AULT, III c/o HYPERSCALE DATA, INC. 11411 SOUTHERN, HIGHLANDS PARKWAY, SUITE 190 Las Vegas, NV, 89141 (949) 444-5464 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 02262M605 |
| 1 |
Name of reporting person
MILTON C. AULT, III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
606,321.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Sole voting and dispositive power represents shares of Common Stock. Shared voting and dispositive power represents (i) 461,743 shares of Common Stock underlying shares of Series B Convertible Preferred Stock held by Ault Lending, LLC, (ii) 23,334 shares of Common Stock underlying currently exercisable warrants held by Ault Lending, LLC, (iii) 108,260 shares of Common Stock held by Ault Lending, LLC, (iv) 11,068 shares of Common Stock held by Ault Life Sciences, Inc., (v) 61 shares of Common Stock held by Ault Life Sciences Fund, LLC, and (vi) 12 shares of Common Stock underlying currently exercisable warrants held by Hyperscale Data, Inc.
SCHEDULE 13D
|
| CUSIP No. | 02262M605 |
| 1 |
Name of reporting person
WILLIAM B. HORNE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,518.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents (i) 3,333 shares of Common Stock and (ii) 185 shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.
SCHEDULE 13D
|
| CUSIP No. | 02262M605 |
| 1 |
Name of reporting person
HENRY C.W. NISSER | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWEDEN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
926.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.
SCHEDULE 13D
|
| CUSIP No. | 02262M605 |
| 1 |
Name of reporting person
KENNETH S. CRAGUN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,111.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.
SCHEDULE 13D
|
| CUSIP No. | 02262M605 |
| 1 |
Name of reporting person
DAVID J. KATZOFF | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,726.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents (i) 615 shares of Common Stock and (ii) 1,111 shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.
SCHEDULE 13D
|
| CUSIP No. | 02262M605 |
| 1 |
Name of reporting person
HYPERSCALE DATA, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
593,349.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents (i) 12 shares of Common Stock underlying currently exercisable warrants held by it, (ii) 461,743 shares of Common Stock underlying shares of Series B Convertible Preferred Stock held by Ault Lending, LLC, (iii) 23,334 shares of Common Stock underlying currently exercisable warrants held by Ault Lending, LLC, and (iv) 108,260 shares of Common Stock held by Ault Lending, LLC.
SCHEDULE 13D
|
| CUSIP No. | 02262M605 |
| 1 |
Name of reporting person
AULT LENDING, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
593,337.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Represents (i) 108,260 shares of Common Stock, (ii) 461,743 shares of Common Stock underlying shares of Series B Convertible Preferred Stock and (iii) 23,334 shares of Common Stock underlying currently exercisable warrants.
SCHEDULE 13D
|
| CUSIP No. | 02262M605 |
| 1 |
Name of reporting person
AULT LIFE SCIENCES, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,068.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 02262M605 |
| 1 |
Name of reporting person
AULT LIFE SCIENCES FUND, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
61.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Alzamend Neuro, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
480 Peachtree Road NE, Second Floor, Suite 103, Atlanta,
GEORGIA
, 30326. | |
Item 1 Comment:
Optional Comments up to 20,000 characters. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is amended and restated in its entirety as follows: The securities of the Issuer purchased by each of Hyperscale Data, Ault Life Sciences and Ault Life Sciences Fund were purchased with working capital. The securities of the Issuer acquired by Ault Lending were acquired with working capital, except for 691 shares issued for marketing and brand development services provided by Hyperscale Data, its parent entity. The Shares purchased by Messrs. Ault, Horne and Katzoff were purchased with personal funds. The stock options owned by Messrs. Ault, Horne, Nisser, Cragun and Katzoff were awarded to them in their capacities as officers and/or directors of the Issuer. The aggregate purchase price of the warrants currently exercisable into 12 Shares owned directly by Ault Alliance is approximately $0. The aggregate purchase price of the 11,068 Shares owned directly by Ault Life Sciences is approximately $7,970. The aggregate purchase price of the 61 Shares owned directly by Ault Life Sciences Fund is approximately $123,707. The aggregate purchase price of the 108,260 Shares owned directly by Ault Lending is approximately $251,163. The aggregate purchase price of the approximate 1,071.24 shares of Series B convertible preferred stock (the "Series B Convertible Preferred Stock") and warrants currently exercisable (subject to beneficial ownership limitations contained therein) into 23,334 Shares owned directly by Ault Lending is approximately $1,071,245. The aggregate purchase price of the 1,843 Shares owned directly by Mr. Ault is approximately $1,179. The aggregate purchase price of the 3,333 Shares owned directly by Mr. Horne is approximately $14,028. The aggregate purchase price of the 615 Shares owned directly by Mr. Katzoff is approximately $53,374. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 3,339,861 Shares outstanding as of September 22, 2025, which is the total number of Shares outstanding as reported by the Issuer to the Reporting Persons. As of the date hereof, Mr. Ault may be deemed to beneficially own 606,321 Shares, consisting of (i) 1,843 Shares held directly by him, (ii) 461,743 Shares underlying shares of Series B Convertible Preferred Stock held by Ault Lending, (iii) 23,334 Shares underlying currently exercisable warrants held by Ault Lending, (iv) 108,260 Shares held by Ault Lending, (v) 11,068 Shares held by Ault Life Sciences, (vi) 61 Shares held by Ault Life Sciences Fund, and (vii) 12 Shares underlying currently exercisable warrants held by Hyperscale Data. Mr. Ault may be deemed to beneficially own the Shares beneficially owned by Hyperscale Data, Ault Life Sciences, Ault Life Sciences Fund and Ault Lending by virtue of his relationships with such entities described in Item 2. Percentage: Approximately 15.9% As of the date hereof, Mr. Horne may be deemed to beneficially own 3,518 Shares, consisting of (i) 3,333 Shares held directly by him and (ii) 185 Shares underlying stock options currently exercisable or exercisable within 60 days. Percentage: Approximately 0.1% As of the date hereof, Mr. Nisser may be deemed to beneficially own 926 Shares, consisting of Shares underlying stock options currently exercisable or exercisable within 60 days. Percentage: Approximately 0.0% As of the date hereof, Mr. Cragun may be deemed to beneficially own 1,111 Shares, consisting of Shares underlying stock options currently exercisable or exercisable within 60 days. Percentage: Approximately 0.0% As of the date hereof, Hyperscale Data may be deemed to beneficially own 593,349 Shares, consisting of (i) 12 Shares underlying currently exercisable warrants held directly by it, (ii) 461,743 Shares underlying shares of Series B Convertible Preferred Stock held by Ault Lending, (iii) 23,334 Shares underlying currently exercisable warrants held by Ault Lending, and (iv) 108,260 Shares held by Ault Lending. Hyperscale Data may be deemed to beneficially own the Shares beneficially owned by Ault Lending by virtue of its relationship with such entity described in Item 2. Percentage: Approximately 15.5% As of the date hereof, Ault Lending may be deemed to beneficially own 593,337 Shares, consisting of (i) 108,260 Shares held directly by it, (ii) 461,743 Shares underlying shares of Series B Convertible Preferred Stock held directly by it, and (iii) 23,334 Shares underlying currently exercisable warrants held directly by it. Percentage: Approximately 15.5% As of the date hereof, Ault Life Sciences may be deemed to beneficially own 11,068 Shares held directly by it. Percentage: Approximately 0.3% As of the date hereof, Ault Life Sciences Fund may be deemed to beneficially own 61 Shares held directly by it. Percentage: Approximately 0.0% | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows: Mr. Ault: 1. Sole power to vote or direct vote: 1,843 2. Shared power to vote or direct vote: 604,478 3. Sole power to dispose or direct the disposition: 1,843 4. Shared power to dispose or direct the disposition: 604,478 Mr. Horne: 1. Sole power to vote or direct vote: 3,518 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,518 4. Shared power to dispose or direct the disposition: 0 Mr. Nisser: 1. Sole power to vote or direct vote: 926 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 926 4. Shared power to dispose or direct the disposition: 0 Mr. Cragun: 1. Sole power to vote or direct vote: 1,111 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,111 4. Shared power to dispose or direct the disposition: 0 Mr. Katzoff: 1. Sole power to vote or direct vote: 1,726 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,726 4. Shared power to dispose or direct the disposition: 0 Hyperscale Data: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 593,349 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 593,349 Ault Lending: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 593,337 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 593,337 Ault Life Sciences: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 11,068 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 11,068 Ault Life Sciences Fund: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 61 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 61 | |
| (c) | Item 5(c) is amended and restated in its entirety as follows: None of the Reporting Persons have engaged in any transactions in the Shares during the past 60 days except as set forth in Exhibit 1 hereto. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Transactions in the Securities of the Issuer During the Past 60 Days | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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