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SEC Comment Letter for Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) (ALZN) — Oct 17, 2016

Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Date: Oct. 17, 2016 · CIK: 0001677077 · Accession: 0000000000-16-097318

AI Filing Summary & Sentiment

Date
October 17, 2016
Author
/s/ Erin K. Jaskot, for
Form
UPLOAD
Company
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)

Letter

October 17, 2016 Philip Mansour Chief Executive Officer Alzamend Neuro, Inc. 50 W. Broadway, 3rd Floor Salt Lake City, Utah 84101

Re: Alzamend Neuro, Inc. Amendment No. 1 to Offering Statement on Form 1 -A Filed September 29, 2016 File No. 367 -00052

Dear Mr. Mansour :

We have reviewed your amended offering statement and have the following comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your offering statement and the information you provide in response to the comment, we may have additio nal comments. Unless we note otherwise, our reference to prior comments are to comments in our September 15, 2016 letter .

Directors, Executive Officers and Corporate Governance, page 49

1. We refer to your disclosure regarding the FINRA settlement with Mr. Ault on page 51. Please revise your disclosure to clarify, if true, that he did not make all of the restitution he was required to make to certain investors, and that such restitution was required to be paid within 120 days of the FINRA settlement, rathe r than merely before his reapplication for association with FINRA.

Philip Mansour Alzamend Neuro, Inc. October 17, 2016 Page 2

You may contact Christine Torney at 202 -551-3652 or James Rosenberg, Senior Assistant Chief Accountant, at 202 -551-3679 if you have questions regarding comments on the financial state ments and related matters. Please contact Dorrie Yale at 202 -551-8776 or Erin Jaskot, Special Counsel, at 202 -551-3442 with any other questions .

Sincerely,
/s/ Erin K. Jaskot, for

Show Raw Text
October  17, 2016

Philip Mansour
Chief Executive Officer
Alzamend Neuro, Inc.
50 W. Broadway, 3rd Floor
Salt Lake City, Utah 84101

Re: Alzamend Neuro, Inc.
Amendment No. 1 to
Offering  Statement on Form 1 -A
Filed September 29, 2016
 File No.  367 -00052

Dear Mr. Mansour :

We have reviewed your amended offering statement  and have the following comment .  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information.  If  you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your offering statement and the information you
provide in response to the comment, we may have additio nal comments.  Unless we note
otherwise, our reference to prior comments are to comments in our September 15, 2016 letter .

Directors, Executive Officers and Corporate Governance, page 49

1. We refer to your disclosure  regarding the FINRA settlement with Mr.  Ault on page 51.
Please revise your disclosure to clarify, if true, that he did not make all of the restitution
he was required to make to certain investors, and that such restitution was required to be
paid within 120 days of the FINRA settlement, rathe r than merely before his
reapplication for association with FINRA.

Philip Mansour
Alzamend Neuro, Inc.
October 17, 2016
Page 2

 You may contact Christine Torney at 202 -551-3652 or James Rosenberg, Senior
Assistant Chief Accountant, at 202 -551-3679 if you have questions regarding comments on the
financial state ments and related matters.  Please contact Dorrie Yale at 202 -551-8776 or Erin
Jaskot, Special Counsel, at 202 -551-3442 with any other questions .

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Henry Nisser, Esq.
     Sichenzia Ross Friedman Ference, LLP