STOCK TITAN

ALZN Schedule 13D/A: Hyperscale/Ault Entities Report ~13% Ownership

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Alzamend Neuro, Inc. (ALZN) Schedule 13D/A discloses that Milton C. Ault, III and affiliated entities collectively beneficially own 509,315 shares, equal to approximately 13.3% of the 3,439,861 shares outstanding reported to the reporting persons. Related entities Hyperscale Data, Inc. and Ault Lending, LLC are reported to beneficially own approximately 496,343 shares (13.0%) and 496,331 shares (13.0%), respectively.

The filing states sources of funds (working capital, personal funds) and itemizes aggregate purchase prices for specific holdings and convertible instruments (for example, ~839.24 shares of Series B convertible preferred and related warrants for approximately $839,245). Item 5 notes no transactions in the past 60 days except as set forth in Exhibit 1.

Positive

  • Provides clear disclosure of beneficial ownership with aggregated counts and percentages (e.g., Mr. Ault: 509,315 shares, ~13.3%)
  • Itemizes sources of funds and aggregate purchase prices for direct holdings and convertible/warrant positions (e.g., Series B position ~$839,245)
  • Clarifies voting and dispositive power across affiliated entities, enhancing transparency about control relationships

Negative

  • Concentrated ownership by Mr. Ault and affiliated entities (>13% each for combined positions) may represent material ownership concentration
  • Significant holdings include shares underlying convertible preferred stock and exercisable warrants, which could lead to dilution or voting shifts if converted or exercised
  • Multiple affiliated entities hold overlapping beneficial interests, which may complicate clear attribution of control absent further governance disclosures

Insights

TL;DR: Ault and affiliated entities disclose a >13% combined stake in ALZN, creating meaningful ownership concentration without recent open-market trades.

The filing documents concentrated beneficial ownership through multiple affiliated entities and convertible instruments representing 13.3% beneficial ownership for Mr. Ault and ~13.0% for Hyperscale/Ault Lending based on 3,439,861 shares outstanding. The disclosure includes specific purchase prices for direct holdings and convertible preferred/warrant positions, which clarifies cost basis for portions of the position. The statement that no transactions occurred in the prior 60 days (except Exhibit 1) limits near-term market-activity signals. For investors, the material fact is the sizable, disclosed stake and the existence of convertible preferred and warrant-derived shares that could affect future dilution or voting dynamics.

TL;DR: Reporting shows control-linked ownership via multiple entities, raising governance and related-party clarity considerations.

The schedule identifies shared voting and dispositive power across affiliated entities (e.g., shared voting power of 507,472 for Mr. Ault) and describes relationships among reporting persons that result in aggregated beneficial ownership. Itemized holdings include both direct common shares and shares underlying Series B convertible preferred stock and exercisable warrants. The filing improves transparency on who can influence corporate votes but does not disclose any agreements altering governance beyond ownership percentages. Absence of recent transactions (per Item 5(c)) indicates no immediate change in control intentions disclosed here.






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




Comment for Type of Reporting Person:
Sole voting and dispositive power represents shares of Common Stock. Shared voting and dispositive power represents (i) 361,743 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) 111,254 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




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




Comment for Type of Reporting Person:
Represents shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.


SCHEDULE 13D




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




Comment for Type of Reporting Person:
Represents (i) 12 shares of Common Stock underlying currently exercisable warrants held by it, (ii) 361,743 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) 111,254 shares of Common Stock held by Ault Lending, LLC.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 111,254 shares of Common Stock, (ii) 361,743 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






SCHEDULE 13D






SCHEDULE 13D


MILTON C. AULT, III
Signature:/s/ Milton C. Ault, III
Name/Title:Individual
Date:09/25/2025
WILLIAM B. HORNE
Signature:/s/ William B. Horne
Name/Title:Individual
Date:09/25/2025
HENRY C.W. NISSER
Signature:/s/ Henry C. Nisser
Name/Title:Individual
Date:09/25/2025
KENNETH S. CRAGUN
Signature:/s/ Kenneth S. Cragun
Name/Title:Individual
Date:09/25/2025
DAVID J. KATZOFF
Signature:/s/ David J. Katzoff
Name/Title:Individual
Date:09/25/2025
HYPERSCALE DATA, INC.
Signature:/s/ Milton C. Ault, III
Name/Title:Executive Chairman
Date:09/25/2025
AULT LENDING, LLC
Signature:/s/ David J. Katzoff
Name/Title:Manager
Date:09/25/2025
AULT LIFE SCIENCES, INC.
Signature:/s/ Milton C. Ault, III
Name/Title:Chief Executive Officer
Date:09/25/2025
AULT LIFE SCIENCES FUND, LLC
Signature:/s/ Milton C. Ault, III
Name/Title:Managing Member
Date:09/25/2025

FAQ

How many ALZN shares does Milton C. Ault, III beneficially own?

Milton C. Ault, III may be deemed to beneficially own 509,315 shares, approximately 13.3% of 3,439,861 shares outstanding.

What percentage of Alzamend Neuro does Hyperscale Data, Inc. beneficially own?

Hyperscale Data, Inc. may be deemed to beneficially own 496,343 shares, approximately 13.0% of the reported outstanding shares.

Does the filing disclose sources of funds for the purchases?

Yes. The filing states purchases by Hyperscale Data, Ault Life Sciences and Ault Life Sciences Fund were made with working capital; Ault Lending used working capital; certain individuals used personal funds.

Are there convertible securities or warrants included in the reported holdings?

Yes. Reported holdings include shares underlying Series B Convertible Preferred Stock and currently exercisable warrants amounting to notable share equivalents (e.g., 361,743 shares underlying Series B for Ault Lending).

Did the reporting persons trade ALZN shares in the past 60 days?

Item 5(c) states that none of the reporting persons engaged in any transactions in the Shares during the past 60 days except as set forth in Exhibit 1.