Ault Group Files 4th Amendment on Alzamend Neuro Stake

TL;DR

**Ault Group just updated their Alzamend Neuro stake, still a major player.**

AI Summary

Milton C. Ault III and his affiliated entities, including Ault Alliance, Inc., filed Amendment No. 4 to their Schedule 13D on January 25, 2024, regarding their ownership in Alzamend Neuro, Inc. This amendment updates their previous filings, indicating a continued significant stake in the pharmaceutical company. This matters to investors because Milton C. Ault III is a substantial shareholder, and changes in his group's holdings or intentions can signal shifts in confidence or strategic direction for Alzamend Neuro, Inc.

Why It Matters

This filing confirms that a major investor, Milton C. Ault III, and his associated entities, continue to hold a significant position in Alzamend Neuro, Inc., which can influence the company's governance and future strategic decisions.

Risk Assessment

Risk Level: low — This is an amendment to an existing filing, indicating ongoing disclosure from a significant shareholder rather than a new, unexpected event.

Analyst Insight

An investor should monitor future filings from Milton C. Ault III and his group for any changes in their beneficial ownership percentage or stated intentions, as these could signal potential strategic shifts or activist involvement at Alzamend Neuro, Inc.

Key Numbers

• $0.0001 — Par value per share (This is the nominal value of each share of Alzamend Neuro, Inc. Common Stock.)

Key Players & Entities

• Milton C. Ault III (person) — Reporting Person and beneficial owner
• Alzamend Neuro, Inc. (company) — Subject Company (Issuer)
• AULT ALLIANCE, INC. (company) — Group Member and affiliated entity of Milton C. Ault III
• AULT LENDING, LLC (company) — Group Member and affiliated entity of Milton C. Ault III
• AULT LIFE SCIENCES FUND, LLC (company) — Group Member and affiliated entity of Milton C. Ault III
• AULT LIFE SCIENCES, INC. (company) — Group Member and affiliated entity of Milton C. Ault III
• David J. Katzoff (person) — Group Member
• Henry C.W. Nisser (person) — Group Member
• Kenneth S. Cragun (person) — Group Member
• William B. Horne (person) — Group Member

Forward-Looking Statements

• Milton C. Ault III and his affiliated entities will continue to maintain a significant ownership stake in Alzamend Neuro, Inc. (Milton C. Ault III) — high confidence, target: Next 6-12 months
• The Ault Group may seek to influence strategic decisions or corporate governance at Alzamend Neuro, Inc. given their continued substantial holding. (Alzamend Neuro, Inc.) — medium confidence, target: Next 12-24 months

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $0 — ectly by Ault Alliance is approximately $0. The aggregate purchase price of the 99
• $7,970 — by Ault Life Sciences is approximately $7,970. The aggregate purchase price of the 5,
• $123,707 — ult Life Sciences Fund is approximately $123,707. The aggregate purchase price of the 76
• $24,446,080 — rectly by Ault Lending is approximately $24,446,080, which includes marketing and brand dev
• $1.4 million — nd brand development services valued at $1.4 million. The aggregate purchase price of the 16
• $1,185 — 65 Shares owned directly by Mr. Ault is $1,185. The aggregate purchase price of the 66
• $400 — 6 Shares owned directly by Mr. Horne is $400. The aggregate purchase price of the 5,
• $48,326 — irectly by Mr. Katzoff is approximately $48,326. Item 5. Interest in Securities of th

Filing Documents

• o125241sc13da4.htm (SC 13D/A) — 198KB
• ex99_1.htm (EX-99.1) — 38KB
• 0001214659-24-001200.txt ( ) — 237KB

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended and restated in its entirety

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This statement is filed by: (i) Ault Alliance, Inc., a Delaware corporation (“ Ault Alliance ”), with respect to the Shares directly and beneficially owned by it and through its subsidiary Ault Lending, LLC; (ii) Ault Lending, LLC, a California limited liability company (“ Ault Lending ”), with respect to the Shares directly and beneficially owned by it; (iii) Ault Life Sciences, Inc., a Delaware corporation (“ Ault Life Sciences ”), with respect to the Shares directly and beneficially owned by it; (iv) Ault Life Sciences Fund, LLC a Delaware limited liability company (“ Ault Life Sciences Fund ”), with respect to the Shares directly and beneficially owned by it; (v) Milton C. Ault, III, Founder and Vice Chairman of the Board of Directors of the Issuer, Founder and Executive Chairman of Ault Alliance, Chief Executive Officer and Director of Ault Life Sciences and Managing Member of Ault Life Sciences Fund; (vi) William B. Horne, Chairman of the Board of Directors of the Issuer, Chief Executive Officer and Director of Ault Alliance and Chief Financial Officer and Director of Ault Life Sciences; (vii) Henry C. W. Nisser, Executive Vice President, General Counsel and Director of the Issuer, President, General Counsel and Director of Ault Alliance and President and Director of Ault Life Sciences; (viii) David J. Katzoff, Chief Financial Officer of the Issuer and Manager of Ault Lending; and (ix) Kenneth S. Cragun, Senior Vice President of Finance of the Issuer, Chief Financial Officer of Ault Alliance and Chief Accounting Officer of Ault Life Sciences. Each of the foregoing is referred to as a “ Reporting Person ” and collectively as the “ Reporting Persons .” Set forth on Schedule A annexed hereto (“ Schedule A ”) is the name and present principal occupation or emp

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The securities of the Issuer purchased by each of Ault Alliance, Ault Life Sciences and Ault Life Sciences Fund were purchased with working capital. The securities of the Issuer acquired by Ault Lending were acquired with working capital, except for 62,222 shares issued for marketing and brand development services provided by Ault Alliance, its parent entity. The Shares purchased by Messrs. Ault, Horne and Katzoff were purchased with personal funds. The stock options owned by Messrs. Ault, Horne, Nisser, Cragun and Katzoff were awarded to them in their capacities as officers and/or directors of the Issuer. The aggregate purchase price of the warrants currently exercisable into 1,111 Shares owned directly by Ault Alliance is approximately $0. The aggregate purchase price of the 996,197 Shares owned directly by Ault Life Sciences is approximately $7,970. The aggregate purchase price of the 5,498 Shares owned directly by Ault Life Sciences Fund is approximately $123,707. The aggregate purchase price of the 768,365 Shares and warrants currently exercisable (subject to beneficial ownership limitations contained therein) into 222,222 Shares owned directly by Ault Lending is approximately $24,446,080, which includes marketing and brand development services valued at $1.4 million. The aggregate purchase price of the 166,865 Shares owned directly by Mr. Ault is $1,185. The aggregate purchase price of the 66,666 Shares owned directly by Mr. Horne is $400. The aggregate purchase price of the 5,400 Shares and warrants currently exercisable into 600 Shares owned directly by Mr. Katzoff is approximately $48,326.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported owned by each Reporting Person is based upon 6,602,905 Shares outstanding, which is the total number of Shares outstanding as of January 24, 2024 as reported by the Issuer to the Reporting Persons. A. Milton C. Ault, III (a) As of the date hereof, Mr. Ault may be deemed to beneficially own 1,938,036 Shares, consisting of (i) 166,865 Shares held directly by him, (ii) 1,111 Shares underlying currently exercisable warrants held by Ault Alliance, (iii) 996,197 Shares held by Ault Life Sciences, (iv) 5,498 Shares held by Ault Life Sciences Fund, and (v) 768,365 Shares held by Ault Lending. This excludes 222,222 Shares underlying currently exercisable warrants held by Ault Lending due to a beneficial ownership blocker limitation provision contained therein. Mr. Ault may be deemed to beneficially own the Shares beneficially owned by Ault Alliance, Ault Life Sciences, Ault Life Sciences Fund and Ault Lending by virtue of his relationships with such entities described in Item 2. 13 Percentage: 29.4% (b) 1. Sole power to vote or direct vote: 166,865 2. Shared power to vote or direct vote: 1,771,171 3. Sole power to dispose or direct the disposition: 166,865 4. Shared power to dispose or direct the disposition: 1,771,171 (c) The transactions in the Shares by Mr. Ault during the past sixty days are set forth in Schedule E and are incorporated herein by reference. B. William B. Horne (a) As of the date hereof, Mr. Horne may be deemed to beneficially own 183,332 Shares, consisting of (i) 66,666 Shares held directly by him and (ii) 116,666 Shares underlying stock options currently exercisable or exercisable within 60 days. Percentage: 2.7% (b) 1. Sole power to vote or direct vote: 183,332 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 183,332 4. Shared power to dispose or di

Contracts, Arrangements, Understandings or Relationships With Respect

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of the Schedule 13D is hereby amended

Item 6 of the Schedule 13D is hereby amended to add the following paragraph: In January 2024, the Issuer entered into a settlement agreement with Ault Life Sciences Fund, pursuant to which Ault Life Sciences Fund agreed to return 661,168 Shares and the ALSF Warrants to purchase 666,666 Shares to the Issuer, in full settlement of the promissory note issued and the pledge agreement to the Issuer by Ault Life Sciences Fund, as well as disputes and claims between the parties. A copy of the settlement agreement is attached as an exhibit hereto and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. 99.1 Settlement Agreement , entered into between the Issuer and Ault Life Sciences Fund 17

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 25, 2024 AULT ALLIANCE, INC. /s/ Milton C. Ault, III MILTON C. AULT, III By: /s/ Milton C. Ault, III Name: Milton C. Ault, III Title: Executive Chairman AULT LIFE SCIENCES, INC. /s/ William B. Horne WILLIAM B. HORNE By: /s/ Milton C. Ault, III Name: Milton C. Ault, III Title: Chief Executive Officer AULT LIFE SCIENCES FUND, LLC /s/ Henry C.W. Nisser HENRY C.W. NISSER By: /s/ Milton C. Ault, III Name: Milton C. Ault, III Title: Managing Member AULT LENDING, LLC /s/ Kenneth S. Cragun KENNETH S. CRAGUN By: /s/ David J. Katzoff Name: David J. Katzoff Title: Manager /s/ David J. Katzoff DAVID J. KATZOFF 18 SCHEDULE A Officers and Directors of Ault Alliance, Inc. Name and Position Principal Occupation Principal Business Address Citizenship Milton C. Ault, III Executive Chairman Executive Chairman of Ault Alliance, Inc. c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141 USA William B. Horne Chief Executive Officer and Director Chief Executive Officer of Ault Alliance, Inc. c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141 USA Henry C.W. Nisser President, General Counsel and Director President and General Counsel of Ault Alliance, Inc. c/o Ault Alliance, Inc. 100 Park Avenue, Suite 1658 New York, NY 10017 Sweden Kenneth S. Cragun Chief Financial Officer Chief Financial Officer of Ault Alliance, Inc. c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Su

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