[144/A] Alzamend Neuro, Inc. SEC Filing

Rhea-AI Filing Summary

Alzamend Neuro, Inc. (ALZN) has filed an amended Form 144 (Form 144/A) disclosing the intent of an undisclosed shareholder to sell 939,281 shares of common stock through broker E*TRADE Financial on or about 14 July 2025 on the NASDAQ exchange. The filing lists an aggregate market value of US $3,005,699.20 for the proposed sale. For context, the company reports 2,896,432 shares outstanding, meaning the planned disposition represents roughly one-third of the free-trading equity base, a size that can materially influence trading liquidity and share-price dynamics.

The notice also details the historical acquisition of the securities: purchases span private placements, IPO participation, open-market buys, warrant exercises and a sizable 905,172-share commitment tied to Series B convertible preferred stock, plus 25,804 shares available via warrants. Although these convertible and warrant positions are not part of the current sale, their disclosure signals additional potential share supply.

Within the past three months the same party (identified in the filing as Ault Lending, LLC) sold 1,213 shares for gross proceeds of $6,138. No material adverse information is represented, and the seller certifies compliance with Rule 144.

Key takeaways for investors: (1) the block size is large relative to the float, introducing a possible overhang; (2) the transaction is a secondary sale—no new capital accrues to the company; (3) additional convertible and warrant holdings could expand the float further if exercised or converted. The filing is procedural, but the magnitude of the proposed sale makes it noteworthy for liquidity and near-term price action.

Positive

• None.

Negative

• Planned sale equals roughly 32% of shares outstanding, creating potential selling pressure and dilution risk.
• Additional 905,172 convertible-preferred shares and 25,804 warrant shares disclosed, signaling future supply expansion.

Insights

Securities Analyst

TL;DR − Large Rule 144 sale (~32% of shares) creates potential supply overhang and negative sentiment.

The amended Form 144 reveals an intent to dispose of 939k shares versus 2.9 M outstanding—material for a micro-cap like ALZN. While the sale is orderly and within Rule 144 limits, such volume can pressure market price, especially given ALZN’s typically low average daily volume. The disclosure of sizeable convertible preferred and warrant positions suggests further dilution risk if those instruments are exercised. Because the proceeds go to the selling shareholder, there is no balance-sheet benefit for the company. I classify the filing as impactful & negative due to the prospective share-price headwind.

Corporate Governance Expert

TL;DR − Routine compliance filing, but float increase warrants governance & ownership-structure monitoring.

From a governance standpoint, the filer affirms no undisclosed adverse information, satisfying Rule 144’s transparency requirements. However, concentration of ownership and subsequent large secondary sales can signal governance friction or misalignment with minority shareholders. Investors should monitor insider disposition patterns and potential conversions of Series B preferred stock, which could further shift control dynamics. Overall impact: moderately negative due to ownership dilution risk, though procedurally compliant.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A

144/A: Filer Information

Filer CIK
Filer CCC
Previous Accession Number Of The Filing
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144/A: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144/A: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	ETRADE Financial Corporation 3 Edison Drive Alpharetta GA 30005	939281	3005699.20	2896432	07/14/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144/A: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/09/2021	Private purchase	Shares were purchased directly from Issuer			847	03/09/2021	Cash
Common	05/17/2019	Private purchase	Shares were purchased directly from Issuer			189	10/24/2019	Cash
Common	01/30/2020	Private purchase	Shares were purchased directly from Issuer			87	12/11/2020	Cash
Common	05/10/2021	Private purchase	Shares were purchased directly from Issuer			46	05/10/2021	Cash
Common	06/15/2021	Public purchase in IPO	Shares were purchased from underwriter in IPO			1481	06/15/2021	Cash
Common	06/15/2021	Open market purchases	Shares were purchased in open market transactions			81	06/30/2021	Cash
Common	07/01/2021	Open market purchases	Shares were purchased in open market transactions			59	07/30/2021	Cash
Common	07/30/2021	Private purchase	Shares were purchased directly from Issuer			987	07/30/2021	Cash
Common	08/02/2021	Open market purchases	Shares were purchased in open market transactions			26	08/27/2021	Cash
Common	09/14/2021	Open market purchases	Shares were purchased in open market transactions			3	09/14/2021	Cash
Common	11/08/2021	Open market purchases	Shares were purchased in open market transactions			125	11/30/2021	Cash
Common	12/01/2021	Open market purchases	Shares were purchased in open market transactions			47	12/31/2021	Cash
Common	01/05/2022	Open market purchases	Shares were purchased in open market transactions			16	01/27/2022	Cash
Common	02/24/2022	Open market purchases	Shares were purchased in open market transactions			16	02/24/2022	Cash
Common	04/26/2022	Private purchase	Shares were purchased directly from Issuer			1975	04/26/2022	Cash
Common	05/06/2022	Open market purchases	Shares were purchased in open market transactions			110	05/17/2022	Cash
Common	05/21/2022	Exercise of put option	Shares were purchased upon exercise of put option written by holder			3	05/21/2022	Cash
Common	05/24/2022	Open market purchases	Shares were purchased in open market transactions			28	05/27/2022	Cash
Common	06/02/2022	Open market purchases	Shares were purchased in open market transactions			43	06/29/2022	Cash
Common	07/18/2022	Open market purchases	Shares were purchased in open market transactions			13	07/27/2022	Cash
Common	08/03/2022	Open market purchases	Shares were purchased in open market transactions			60	08/26/2022	Cash
Common	09/23/2022	Open market purchases	Shares were purchased in open market transactions			57	09/29/2022	Cash
Common	10/06/2022	Open market purchases	Shares were purchased in open market transactions			7	10/31/2022	Cash
Common	11/11/2022	Shares issued for services rendered	Shares were acquired directly from Issuer			692	11/11/2022	Cash
Common	12/19/2022	Open market purchases	Shares were purchased in open market transactions			8	12/28/2022	Cash
Common	03/16/2023	Open market purchases	Shares were purchased in open market transactions			7	03/17/2023	Cash
Common	12/28/2023	Liquidation-in-kind	Shares were received from a hedge fund that liquidated in-kind to its investors			289	12/28/2023	Cash
Common	01/05/2024	Open market purchases	Shares were purchased in open market transactions			35	01/05/2024	Cash
Common	01/31/2024	Series B convertible preferred stock purchased	Shares to be received directly from Issuer when holder elects to convert			905172	01/31/2024	Cash paid for Series B preferred stock
Common	03/28/2024	Open market purchases	Shares were purchased in open market transactions			55	03/28/2024	Cash
Common	04/01/2024	Open market purchases	Shares were purchased in open market transactions			14	04/19/2024	Cash
Common	07/31/2024	Open market purchases	Shares were purchased in open market transactions			2	07/31/2024	Cash
Common	08/06/2024	Open market purchases	Shares were purchased in open market transactions			8	08/06/2024	Cash
Common	03/12/2025	Open market purchases	Shares were purchased in open market transactions			11	03/12/2025	Cash
Common	03/18/2025	Open market purchases	Shares were purchased in open market transactions			878	03/21/2025	Cash
Common	03/09/2021	Common stock purchase warrants	Shares to be received directly from Issuer when holder elects to exercise			25804	04/29/2024	Cash to be paid upon exercise

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144/A: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Ault Lending, LLC c/o Hyperscale Data, Inc. 11411 Southern Highlands Prkwy, Ste 190 Las Vegas NV 89141	Common Stock	05/12/2025	1213	6138.00

144/A: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Alzamend Neuro (ALZN) shares are being sold under this Form 144/A?

The filer intends to sell 939,281 common shares.

What is the aggregate market value of the proposed ALZN share sale?

The filing lists an aggregate market value of US $3,005,699.20.

When is the planned sale date for the ALZN shares?

The approximate sale date is 14 July 2025.

What percentage of Alzamend Neuro’s outstanding shares does the sale represent?

Based on 2,896,432 shares outstanding, the sale represents about 32% of the current float.

Does Alzamend Neuro receive any proceeds from this Form 144 sale?

No. The transaction is a secondary sale; proceeds go to the selling shareholder, not the company.

Are there additional shares that could enter the market beyond this sale?

Yes. The filer holds 905,172 shares tied to Series B preferred conversions and 25,804 warrant shares that could increase float.