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

Rhea-AI Filing Summary

Milton C. Ault III, a director and 10% owner of Alzamend Neuro (ALZN), reported multiple transactions on Form 4. On 07/23/25, his affiliate Ault Lending, LLC converted 332.7553 Series B preferred shares into 143,429 common shares at an effective price of $2.32. The same day it sold 59,516 shares at an average $2.9502; a further 9,621 shares were sold on 07/24/25 at $2.9349.

Following the transactions, Ault Lending holds 82,552 common shares. Including other entities controlled by Mr. Ault (direct 1,843; Ault Life Sciences Inc. 11,068; Ault Life Sciences Fund LLC 61), his aggregate beneficial ownership is ≈95,524 common shares. Derivative positions remain significant: 1,767.2447 Series B preferred shares (no expiration) and 45,569 warrants with strike prices ranging from $108 to $4,050 expiring 2025-2029.

The filing shows a net reduction of roughly 69,137 shares (-42% of the 07/23 conversion) in Ault Lending’s indirect stake. While the conversion eliminates some preferred stock—simplifying the capital structure—the concurrent sales by a large insider can be viewed as a bearish signal for near-term sentiment.

Positive

• Conversion of Series B preferred into common stock reduces preferred overhang and simplifies ALZN’s capital structure.

Negative

• Sale of 69,137 common shares by a 10% owner/director signals potential short-term bearish sentiment.

Insights

Securities Analyst

TL;DR: 10% owner converts preferred, sells ~69k shares—slightly bearish.

The combination of a preferred-to-common conversion and immediate partial disposition indicates liquidity taking by a key insider. Although removal of preferred shares marginally cleans up the equity stack, the disposition equates to selling ~42 % of the shares just received, suggesting limited confidence in short-term upside. Remaining derivative exposure (1.77k preferred; 45.6k warrants) still aligns Mr. Ault with long-term optionality, but the market often views insider selling—especially by a control shareholder—as a negative price catalyst. Overall impact: modestly negative.

Corporate Governance Expert

TL;DR: Insider’s mixed actions—capital-structure simplification vs. share sales—net to cautious outlook.

Conversion of Series B preferred improves transparency and may reduce dividend or voting complexity, a governance positive. However, rapid secondary-market sales weaken the alignment narrative typically expected from directors owning >10 %. Investors should watch for further sales or 13D amendments that could lower ownership below critical thresholds, potentially altering control dynamics.

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).

1. Name and Address of Reporting Person^*

AULT MILTON C III

(Last) (First) (Middle)

11411 SOUTHERN HIGHLANDS PARKWAY

SUITE 240

(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)
07/23/2025

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	07/23/2025		C		143,429(1)	A	$2.32	151,689	I	By Ault Lending, LLC(2)
Common Stock	07/23/2025		S		59,516	D	$2.9502	92,173	I	By Ault Lending, LLC(2)
Common Stock	07/24/2025		S		9,621	D	$2.9349	82,552	I	By Ault Lending, LLC(2)
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)	07/23/2025		C			332.7553	01/31/2024	(6)	Common Stock	143,429	$1,000	1,767.2447	I	By Ault Lending, LLC(2)
Common Stock Purchase Warrants	$108							08/01/2024	08/01/2029	Common Stock	13,556		13,556	I	By Ault Lending, LLC(2)
Common Stock Purchase Warrants	$108							09/27/2024	09/27/2029	Common Stock	8,667		8,667	I	By Ault Lending, LLC(2)
Common Stock Purchase Warrants	$108							10/30/2024	10/30/2029	Common Stock	23,334		23,334	I	By Ault Lending, LLC(2)
Common Stock Purchase Warrants	$4,050							08/31/2020	08/31/2025	Common Stock	12		12	I	By Hyperscale Data, Inc.(7)

Explanation of Responses:

1. Represents shares of common stock received upon conversion of Series B convertible preferred stock ("Series B Preferred").

2. 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.

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 of 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.

7. Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by HSD.

Remarks:

	/s/ Milton C. Ault, III	07/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many ALZN shares did Milton C. Ault III sell?

He sold 59,516 shares on 07/23/25 and 9,621 shares on 07/24/25, totaling 69,137 shares.

What price did the insider receive for ALZN shares?

Average sale prices were $2.9502 on 07/23/25 and $2.9349 on 07/24/25.

How many ALZN shares does the insider still own?

After the transactions, Mr. Ault beneficially owns approximately 95,524 common shares (direct and indirect combined).

What derivative positions remain for the insider?

He still holds 1,767.2447 Series B preferred shares and 45,569 common-stock warrants with expirations between 2025-2029.

Is the conversion price of Series B preferred fixed?

The conversion price is $2.32 but is subject to adjustment as described in the Series B Preferred designation.