Milton C. Ault III - Mar 26, 2024 Form 4 Insider Report for Alzamend Neuro, Inc. (ALZN)

Role
Director, 10%+ Owner
Signature
/s/ Milton C. Ault, III
Stock symbol
ALZN
Transactions as of
Mar 26, 2024
Transactions value $
$780,000
Form type
4
Date filed
3/28/2024, 04:30 PM
Previous filing
Mar 20, 2024
Next filing
Apr 1, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ALZN Series B Convertible Preferred Stock Purchase $780K +780 +63.93% $1,000.00* 2K Mar 26, 2024 Common Stock 780K $1.00 By Ault Lending, LLC F1, F2, F3, F4
transaction ALZN Warrants Purchase $0 +780K +63.93% $0.00 2M Mar 26, 2024 Common Stock 780K $1.20 By Ault Lending, LLC F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of series B convertible preferred stock (the "Series B Convertible Preferred Stock") have no expiration date.
F2 Each share of Series B Convertible Preferred Stock has a stated value of $1,000 (the "Stated Value") and is convertible into a number of shares of common stock determined by dividing the Stated Value by the conversion price, which is currently $1.00.
F3 Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Ault Alliance, Inc. ("AAI"). Mr. Ault, the Executive Chairman of AAI, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.
F4 The Issuer is restricted from issuing shares of common stock upon conversion of the Series B Convertible Preferred Stock and /or exercise of the warrants to the extent such issuances would result in an aggregate number of shares of common stock exceeding 1,322,951, which represents 19.99% of the total shares of common stock issued and outstanding as of January 31, 2024, the execution date of the purchase agreement pursuant to which the shares of Series B Convertible Preferred Stock and warrants are issued, in accordance with the rules and regulations of the Nasdaq Stock Market unless the Issuer first obtains stockholder approval, which has not yet been obtained.
F5 These warrants were issued for no additional consideration in connection with the purchase of the Series B Convertible Preferred Stock.