SEC Comment Letter 0000000000-24-007514 to Alzamend Neuro, Inc. (ALZN)
Alzamend Neuro, Inc.
Date: July 2, 2024 · CIK: 0001677077 · Accession: 0000000000-24-007514
AI Filing Summary & Sentiment
File numbers found in text: 333-279920
Letter
July 2, 2024 Stephan Jackman Chief Executive Officer Alzamend Neuro, Inc. 3480 Peachtree Road NE, Second Floor, Suite 103 Atlanta, GA 30326 Re:Alzamend Neuro, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 26, 2024 File No. 333-279920 Dear Stephan Jackman: We have conducted a limited review of your registration statement and have the following comment. 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. Amendment No. 1 to Registration Statement on Form S-1 Plan of Distribution, page 14 1.We note your response to prior comment 2. Please include the information provided in your response letter in the registration statement. Specifically, please revise this section to include disclosure that 1) any broker-dealers or agents that may become involved in selling the registered shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales, and 2) any broker-dealers or agents that are deemed to be underwriters may not sell registered shares offered under this prospectus unless and until Company sets forth the names of the underwriters and the material details of their underwriting arrangements in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. We remind you that the company and its management are responsible for the accuracy and
July 2, 2024 Page 2 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
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July 2, 2024
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3480 Peachtree Road NE, Second Floor, Suite 103
Atlanta, GA 30326
Re:Alzamend Neuro, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 26, 2024
File No. 333-279920
Dear Stephan Jackman:
We have conducted a limited review of your registration statement and have the following
comment.
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.
Amendment No. 1 to Registration Statement on Form S-1
Plan of Distribution, page 14
1.We note your response to prior comment 2. Please include the information provided in
your response letter in the registration statement. Specifically, please revise this section to
include disclosure that 1) any broker-dealers or agents that may become involved in
selling the registered shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with such sales,
and 2) any broker-dealers or agents that are deemed to be underwriters may not sell
registered shares offered under this prospectus unless and until Company sets forth the
names of the underwriters and the material details of their underwriting arrangements in
a replacement prospectus included in a post-effective amendment to the registration
statement of which this prospectus is a part.
We remind you that the company and its management are responsible for the accuracy and
July 2, 2024
Page 2
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