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
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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