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[Form 4] Alzamend Neuro, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Milton C. Ault III, a director and >10% owner of Alzamend Neuro, Inc. (ALZN), reported multiple transactions in September 2025. On 09/19/2025 he disposed of 77,009 common shares at $2.3485, leaving 8,260 shares beneficially owned indirectly through Ault Lending, LLC. On 09/22/2025 he converted Series B convertible preferred stock into 100,000 common shares at a conversion price of $2.32, bringing indirect beneficial ownership through Ault Lending to 108,260 shares. The filing also discloses additional indirect holdings: 11,068 shares held by Ault Life Sciences, Inc. and 61 shares held by Ault Life Sciences Fund, LLC. Derivative holdings include Series B preferred interests and several warrants held indirectly by Ault Lending, LLC.

Positive
  • Conversion of Series B preferred into 100,000 common shares increases common-equity holdings indirectly held by Ault Lending, LLC
  • Clear disclosure of indirect ownership through related entities (Ault Lending, Ault Life Sciences, Ault Life Sciences Fund) improves transparency
Negative
  • Sale of 77,009 common shares on 09/19/2025 at $2.3485 represents insider disposition that reduces Ault-related shareholdings
  • Potential dilution from outstanding warrants and convertible Series B preferred could affect existing shareholders if exercised or converted

Insights

TL;DR: Insider sold 77,009 shares and converted Series B preferred into 100,000 common shares, modestly changing indirect ownership.

The 09/19 sale of 77,009 common shares at $2.3485 represents a clear disposition by a significant insider, reducing direct/indirect exposure held through related entities. The 09/22 conversion of Series B preferred into 100,000 common shares at $2.32 increases the number of common shares held indirectly by Ault Lending, LLC, affecting the composition of Ault-related ownership but not necessarily signaling a change in control. Reported warrant positions and the disclosed relationships among Ault-controlled entities consolidate voting and investment power and are relevant for calculating beneficial ownership and potential future dilution.

TL;DR: Transactions were executed by related entities; reporting clarifies indirect beneficial ownership and voting power.

The Form 4 clarifies that Ault Lending, Ault Life Sciences, Inc. and Ault Life Sciences Fund, LLC are vehicles through which Mr. Ault holds voting and investment power. This transparency is important for governance and beneficial ownership calculations. The conversion of Series B preferred to common stock and the existence of multiple warrants could affect future voting dynamics and dilution metrics; however, the filing shows these instruments are held indirectly, preserving the disclosure of actual control links.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
AULT MILTON C III

(Last) (First) (Middle)
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 190

(Street)
LAS VEGAS NV 89141

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alzamend Neuro, Inc. [ ALZN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/19/2025 S 77,009 D $2.3485 8,260 I By Ault Lending, LLC(1)
Common Stock 09/22/2025 C 100,000(2) A $2.32 108,260 I By Ault Lending, LLC(1)
Common Stock 1,843 D
Common Stock 11,068 I By Ault Life Sciences, Inc.(3)
Common Stock 61 I By Ault Life Sciences Fund, LLC(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock $2.32(5) 09/22/2025 C 232 01/31/2024 (6) Common Stock 100,000 $1,000 1,071.2447 I By Ault Lending, LLC(1)
Common Stock Purchase Warrants $108 08/01/2024 08/01/2029 Common Stock 13,556 13,556 I By Ault Lending, LLC(1)
Common Stock Purchase Warrants $108 09/27/2024 09/27/2029 Common Stock 8,667 8,667 I By Ault Lending, LLC(1)
Common Stock Purchase Warrants $108 10/30/2024 10/30/2029 Common Stock 1,111 1,111 I By Ault Lending, LLC(1)
Explanation of Responses:
1. Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.
2. Represents shares of common stock received upon conversion of Series B convertible preferred stock ("Series B Preferred").
3. Mr. Ault has sole voting and investment power with respect to the securities held of record by Ault Life Sciences, Inc.
4. Mr. Ault has sole voting and investment power with respect to the securities held of record by Ault Life Sciences Fund, LLC.
5. The Conversion Price of the Series B Preferred is subject to adjustment as set forth in that certain Designation of Preferences, Rights and Limitations of the Series B Convertible Voting Preferred Stock.
6. The shares of Series B Preferred have no expiration date.
Remarks:
/s/ Milton C. Ault, III 09/23/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 4 for ALZN and what is their relationship to the company?

The Form 4 was filed by Milton C. Ault III, who is a director and a >10% owner of Alzamend Neuro, Inc.

What shares did Milton C. Ault III sell and at what price?

He disposed of 77,009 common shares on 09/19/2025 at a price of $2.3485 per share.

What conversion transaction was reported on 09/22/2025?

On 09/22/2025 Series B convertible preferred stock was converted into 100,000 common shares at a conversion price of $2.32.

Which entities hold shares indirectly on behalf of Mr. Ault?

Indirect holdings are reported through Ault Lending, LLC, Ault Life Sciences, Inc., and Ault Life Sciences Fund, LLC, with voting and investment power attributed to Mr. Ault.

Are there derivative holdings disclosed in the filing?

Yes. The filing discloses Series B convertible preferred interests and several common stock purchase warrants held indirectly by Ault Lending, LLC with various expiration dates and underlying share amounts.
Alzamend Neuro Inc

NASDAQ:ALZN

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8.86M
3.72M
0.81%
0.07%
4.37%
Biotechnology
Pharmaceutical Preparations
Link
United States
ATLANTA