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June 14, 2024
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3480 Peachtree Road NE, Second Floor, Suite 103
Atlanta, GA 30326
Re:Alzamend Neuro, Inc.
Registration Statement on Form S-1
Filed June 3, 2024
File No. 333-279920
Dear Stephan Jackman:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Plan of Distribution, page 14
1.We note that the Purchase Agreement provides that upon the occurrence of certain
milestones, the Selling Stockholder will purchase up to 2,500 Preferred Shares, of which
the first 100 were sold on May 10, 2024 (the “First Tranche”), provided that in the event
that the average closing price of the Common Stock during the three trading days
preceding the date of a Tranche Closing shall not be equal to or greater than the Floor
Price, then the applicable closing shall be delayed until such time as the price meets the
required threshold. Because of this condition, the Selling Stockholder is not irrevocably
bound to purchase a set number of securities for a set purchase price at effectiveness. As a
result, please revise your registration statement to identify Orchid Finance LLC as
an underwriter, as opposed to stating that the Selling Stockholder "may be deemed" an
underwriter as you have on page 14. For further guidance, please see C&DI
139.11 (Securities Act Sections), publicly available on the Commission's website.

 FirstName LastNameStephan Jackman
 Comapany NameAlzamend Neuro, Inc.
 June 14, 2024 Page 2
 FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
June 14, 2024
Page 2
2.We note your disclosure on page 14 indicating that the Selling Stockholder may sell
its securities through one or more underwriters, broker-dealers or agents. Please confirm
your understanding that the retention by the Selling Stockholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment.  Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
General
3.Please revise your registration statement to include executive compensation information
for the fiscal year ended April 30, 2024, the most recently completed fiscal year. Refer to
Item 402 of Regulation S-K and C&DI 217.11 (Regulation S-K), publicly available on the
Commission's website.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lauren Hamill at 303-844-1008 or Chris Edwards at 202-551-6761 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Henry Nisser