Alzamend requests withdrawal of up to 98.4M-share registration

Alzamend says the resale registration never became effective and confirms that no covered shares were sold or will be sold under it.

Rhea-AI Filing Summary

Alzamend Neuro, Inc. (ALZN) requested withdrawal, effective as of October 9, 2026 or the earliest practicable date thereafter, of its Form S-1 registration for resale of up to 98,388,305 shares of common stock. The registration was never declared effective, and the company confirms no shares have been or will be sold under it.

Alzamend said SEC staff advised that the registration may no longer be declared effective under the contemplated transaction structure because a completed private placement had not occurred and the remaining shares could not be registered under an equivalent of an equity line of credit. The company also requested future credit for fees paid.

Key Figures

Shares registered for resale: Up to 98,388,305 shares Common stock par value: $0.0001 per share

2 metrics

Shares registered for resale Up to 98,388,305 shares Common stock covered by the Form S-1 registration Alzamend requested to withdraw

Common stock par value $0.0001 per share Alzamend Neuro common stock

Key Terms

Rule 477, Rule 457(p), equity line of credit

3 terms

Rule 477 regulatory

"Pursuant to Rule 477"

Rule 457(p) regulatory

"in accordance with Rule 457(p)"

equity line of credit financial

"under the equivalent of an equity line of credit"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ALZN shares were covered by the registration Alzamend sought to withdraw?

The registration covered resale of up to 98,388,305 shares of Alzamend Neuro common stock. It was never declared effective, and the company confirms that no shares have been or will be sold under it.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/09/2026 - 06:04 AM Accepted by SEC EDGAR 10/09/2026 - 06:02 AM Learn about SEC filing dates

Via EDGAR

October 9, 2026

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:	Alzamend Neuro, Inc.
	Request for Withdrawal of Registration Statement on Form S-1
	File No. 333-298490

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Alzamend Neuro, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of its Registration Statement on Form S-1 (File No. 333-298490), together with all exhibits thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed with the Commission on August 21, 2026, but was never declared effective by the Commission.

The Registration Statement was a registration statement filed in order to register for resale up to 98,388,305 shares of the Registrant’s Common Stock, par value $0.0001 per share (the “Securities”).

The Company is seeking withdrawal of the Registration Statement because the staff of the Commission has advised the Company that the Registration Statement, due to the transaction structure that required its filing, may no longer be declared effective as such transaction structure was originally contemplated, stating its position that a completed private placement had not occurred and the shares remaining to be sold to the selling stockholder could not be registered under the equivalent of an equity line of credit (the “ELOC”) under which the Securities were to have been offered for resale. Because the potential resale of Securities that were to be registered under the Registration Statement did not and will not occur, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act. The Registrant confirms that no Securities have been sold or will be sold pursuant to the Registration Statement.

The Registrant requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

Please send copies of the written order granting withdrawal of the Registration Statement to the undersigned (email: Henry@alzamend.com) as well as the Registrant’s counsel, Olshan Frome Wolosky LLP, Attn: Kenneth Schlesinger, 1325 Avenue of the Americas, 15^th Floor, New York, New York 10019, email: kschlesinger@olshanlaw.com.

If you have any questions with respect to this matter, please contact the undersigned at (646) 650-5044 or Kenneth Schlesinger at (212) 451-2252.

Very truly yours,

Alzamend Neuro, Inc.

By: /s/ Henry C.W. Nisser

Henry C.W. Nisser

Executive Vice President and General Counsel

cc:	Kenneth Schlesinger, Olshan Frome Wolosky LLP
	Stephan Jackman, Chief Executive Officer