SecProbe.io

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 ALZAMEND NEURO, INC.
3480 Peachtree Road NE

 Second Floor, Suite 103
Atlanta, GA 30326

 April 4, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Jessica Dickerson and Joshua Gorsky
Division of Corporation Finance

 Re: Alzamend Neuro, Inc.
 Registration Statement on Form S-1/A (File No. 333-285788)

 Ladies and Gentlemen:

 Alzamend Neuro, Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m.,
Eastern time, on Tuesday, April 8, 2025, or as soon as possible thereafter.

 We request that we be notified of such effectiveness
by a telephone call or e-mail to the undersigned at (646) 650-5044 or henry@alzamend.com.

 Very truly yours,

 ALZAMEND NEURO, INC.

 By:

 /s/ Henry Nisser

 Henry Nisser

 Executive Vice President and General Counsel

 cc: Kenneth Schlesinger, Esq.
Spencer G. Feldman, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 21, 2025

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-3
 Filed March 13, 2025
 File No. 333-285788
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 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 registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3
General

1. We note that the registration statement includes the proposed resale of
common shares
 underlying preferred shares and that the preferred shares are to be
issued pursuant to
 an equity line financing arrangement. Question 139.13 of the Securities
Act Sections
 Compliance and Disclosure Interpretations, available on our website,
provides that, in
 order for shares to be registered on a resale basis under an equity line
financing, the
 resale registration statement must be on a form that the company is
eligible to use for
 a primary offering. Given that the aggregate market value of your common
equity
 held by non-affiliates does not exceed the $75 million threshold set
forth in General
 Instruction I.B.1 to Form S-3, it does not appear that you are eligible
to use Form S-3
 for a primary offering. Accordingly, please provide us with an analysis
supporting
 March 21, 2025
Page 2

 your determination that the offering may be registered on Form S-3 or
amend your
 registration statement as appropriate.
 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 Jessica Dickerson at 202-551-8013 or Joshua Gorsky at
202-551-7836
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Kenneth A. Schlesinger, Esq.
</TEXT>
</DOCUMENT>

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ALZAMEND NEURO, INC.

3480 Peachtree Road NE

Second Floor, Suite 103

Atlanta, GA 30326

July 8, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamill and Chris Edwards

 Re: Alzamend Neuro, Inc.

Registration Statement on Form S-1

File No. 333-279920

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alzamend Neuro, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 pm, Eastern Time, on July 9, 2024, or as soon thereafter as possible.

Please notify Henry C.W. Nisser,
General Counsel of the Company, at (646) 650-5044 as soon as possible as to the time the registration statement has been declared effective
pursuant to this acceleration request.

    ALZAMEND NEURO, INC.

    By:
    /s/ Stephan Jackman

    Name:
    Stephan Jackman

    Title:
    Chief Executive Officer

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ALZAMEND NEURO, INC.

3480 Peachtree Road NE

Second Floor, Suite 103

Atlanta, GA 30326

July 3, 2024

VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

 Attn: Lauren Hamill and Chris Edwards

    Re:
    Alzamend Neuro, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed June 26, 2024

    File No. 333-279920

Dear Ms. Hamill and Mr. Edwards:

Alzamend Neuro, Inc. (the “Company”)
hereby submits a response to comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter dated July 2, 2024 (the “Comment Letter”) relating to Amendment No.
1 to the Registration Statement on Form S-1 (“Form S-1”) referenced above.

The Company’s response is numbered to correspond
to the Staff’s comments and is being filed in conjunction with Amendment No. 2 to the Form S-1 (the “Amended S-1”).
For your convenience, the Staff’s comments contained in the Comment Letter has been restated below in its entirety, with the Company’s
response set forth immediately beneath each comment.

Amendment No. 1 to Registration Statement
on Form S-1

Plan of Distribution, page 14

Comment No. 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.

Response No. 1. We have revised the plan of distribution in response to the Staff’s
comment to include the requested disclosure. Please see the revised change on page 14 of the Amended S-1.

* * *

Should you have any questions regarding the foregoing,
please do not hesitate to contact the undersigned at (844) 722-6333 or our General Counsel, Henry Nisser at (646) 650-5044.

    Very truly yours,

     /s/ Stephan Jackman

    Stephan Jackman

    Chief Executive Officer

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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ALZAMEND NEURO, INC.

3480 Peachtree Road NE

Second Floor, Suite 103

Atlanta, GA 30326

June 26, 2024

VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

 Attn: Lauren Hamill and Chris Edwards

 Re: Alzamend Neuro, Inc.

Registration Statement on Form S-1

Filed June 3, 2024

File No. 333-279920

Dear Ms. Hamill and Mr. Edwards:

Alzamend Neuro, Inc. (the “Company”)
hereby submits a response to comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter dated June 14, 2024 (the “Comment Letter”) relating to the Registration
Statement on Form S-1 (“Form S-1”) referenced above.

The Company’s response is numbered to correspond
to the Staff’s comments and is being filed in conjunction with Amendment No. 1 to the Form S-1 (the “Amended S-1”).
For your convenience, the Staff’s comments contained in the Comment Letter has been restated below in its entirety, with the Company’s
response set forth immediately beneath each comment.

Registration Statement on Form S-1

Plan of Distribution, page 14

Comment No. 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.

Response No. 1. We have revised the plan
of distribution in response to the Staff’s comment to state that the Selling Stockholder is an underwriter, rather than “may
be deemed” an underwriter. In addition, we have inserted a similar statement that the Selling Stockholder is an underwriter on the
cover page of the prospectus. Please see the revised changes on the cover page and page 14 of the Amended S-1.

Comment No. 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.

Response No. 2. We have revised this paragraph
in response to the Staff’s comment to delete such references. Notwithstanding the deleted language, the Company confirms its understanding
that if the Selling Stockholder were to retain an underwriter in connection with the sale of securities, it would constitute a material
change to the plan of distribution requiring a post-effective amendment.

General

Comment No. 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.

Response No. 3. We have revised the Amended
S-1 to include executive compensation information for the fiscal year ended April 30, 2024, the most recently completed fiscal year, in
accordance with Item 402 of Regulation S-K and C&DI 217.11 (Regulation S-K). Please see the section, “Executive Compensation”,
which starts on page 15 of the Amended S-1.

* * *

Should you have any questions regarding the foregoing,
please do not hesitate to contact the undersigned at (844) 722-6333 or our General Counsel, Henry Nisser at (646) 650-5044.

    Very truly yours,

     /s/ Stephan Jackman

    Stephan Jackman

    Chief Executive Officer

United States securities and exchange commission logo
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

United States securities and exchange commission logo
August 8, 2023
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-3
Filed August 2, 2023
File No. 333-273610
Dear Stephan Jackman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kenneth Schlesinger, Esq.

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ALZAMEND NEURO, INC.

3480 Peachtree Road NE, Second Floor, Suite
103

Atlanta, GA 30326

August 8, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Crawford

    Re:
    Alzamend Neuro, Inc.

    Registration Statement on Form S-3

    File No. 333-273610

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alzamend Neuro, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 pm, Eastern Time, on August 10, 2023, or as soon thereafter as possible.

Please notify Henry C.W. Nisser,
General Counsel of the Company, at (646) 650-5044 as soon as possible as to the time the registration statement has been declared effective
pursuant to this acceleration request.

    ALZAMEND NEURO, INC.

    By:      /s/ Stephan Jackman

    Name: Stephan Jackman

    Title:   Chief Executive Officer

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EMAIL:
SFeldman@olshanlaw.com

DIRECT
DIAL: 212.451.2234

   June 15, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Alzamend Neuro, Inc.

    Rule 424(b) Prospectus relating to Registration
Statement

    on Form S-1 (File No. 333-255955)

Ladies and Gentlemen:

On behalf of Alzamend Neuro, Inc., a Delaware corporation,
we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant
to the Securities Act of 1933, as amended (the “Securities Act”), and Rule 101(a)(1)(i) of Regulation S-T, one copy of the
final prospectus relating to Alzamend Neuro’s Registration Statement on Form S-1 (the “Registration Statement”). This
prospectus is filed as part of the Registration Statement pursuant to the requirements of Rule 424(b) under the Securities Act. In accordance
with paragraph (e) of that Rule, the prospectus has been marked in the upper right corner to indicate that it is being filed pursuant
to Rule 424(b)(4) and that the file number of the Registration Statement to which it relates is No. 333-255955.

Should any member of the Commission’s staff
have any questions concerning the enclosed materials or desire any further information, please do not hesitate to contact Henry C.W. Nisser,
the Executive Vice President and General Counsel of Alzamend Neuro (tel.: (646) 650-5044), or me (tel.: (212) 451-2234).

   Very truly yours,

    /s/ Spencer G. Feldman

    Spencer G. Feldman

Enclosures

cc: Abby Adams, Esq.

  Henry C.W. Nisser, Esq.

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EMAIL:
SFeldman@olshanlaw.com

DIRECT
DIAL:
212.451.2234

June 14, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Attn:
    Tim Buchmiller and Vanessa Robertson,

    Office of Life Sciences

    Division of Corporation Finance

    Re:
    Alzamend
Neuro, Inc.

    Amendment No. 4 to Registration Statement on Form S-1

    Filed June 11, 2021

    File No. 333-255955

Ladies and Gentlemen:

On behalf of Alzamend Neuro, Inc., a Delaware
corporation (the “Company”), we are responding to a question received today from Tim Buchmiller and Vanessa Robertson of the
SEC staff concerning the Dominion legal proceedings matter included on page 86 of the captioned Amendment.

The Company considered the guidance in ASC 450
 – Contingencies in considering any required loss accrual or disclosure related to the Dominion matter.

Under the rule, an estimated loss from a loss contingency
will be accrued by a charge to income if both of the following conditions are met:

 • Information available before the financial statements are issued or are available to be issued indicates that it is probable that
an asset had been impaired or a liability had been incurred at the date of the financial statements. Date of the financial statements
means the end of the most recent accounting period for which financial statements are being presented. It is implicit in this condition
that it must be probable that one or more future events will occur confirming the fact of the loss.

 • The amount of loss can be reasonably estimated.

Further, even losses that are reasonably estimable
will not be accrued if it is not probable that an asset has been impaired or a liability has been incurred.

If the judgment is that assertion is not probable,
no accrual or disclosure would be required.

On the other hand, if the judgment is that assertion
is probable, then a second judgment must be made as to the degree of probability of an unfavorable outcome. Disclosures would be required
in either of the following circumstances:

June 14, 2021

Page - 2 -

 • An unfavorable outcome is probable but the amount of loss cannot be reasonably estimated.

 • An unfavorable outcome is reasonably possible but not probable.

Significant judgment is required to determine both
likelihood of there being and the estimated amount of a loss related to this matter.

The Company has reviewed the Dominion matter and
based on the nature of the claims and management’s assessment of the facts and circumstances, the Company did not record a liability
as the Company does not believe that it is probable that a loss has been incurred. Further the Company determined that a loss on this
matter does not rise to the level of reasonably possible, therefore no disclosure in the financial statements would be required.

The Company believes that risk of loss related
to the Dominion matter is remote and would not have a material adverse effect on its business, consolidated financial position, results
of operations or cash flows.

Should the SEC staff have
any remaining questions concerning this matter, please do not hesitate to contact Kenneth S. Cragun, the Senior Vice President of Finance
of the Company (tel.: (949) 735-6020), or me.

    Very truly
yours,

    Spencer G. Feldman

    cc:
    Mr. Kenneth S. Cragun

    Henry C.W. Nisser, Esq.

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June 10, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Abby Adams, Esq.,

    Division of Corporation Finance,

    Office of Life Sciences

 Re: Alzamend Neuro, Inc.

Registration Statement on Form S-1

Filed May 10, 2021, as amended

File No. 333-255955

Dear Ms. Adams:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), Spartan
Capital Securities, LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Monday, June 14, 2021, or as soon thereafter as
practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that approximately 258 copies of the preliminary prospectus dated May 25, 2021, as
amended, have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with
or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

[Signature Page Follows]

SPARTAN CAPITAL SECURITIES, LLC

By: /s/ Jason Diamond

Name: Jason Diamond

Title: Head of Investment Banking, Managing Director

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EMAIL: SFeldman@olshanlaw.com

DIRECT DIAL: 212.451.2234

    June 10, 2021

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Abby Adams and Tim Buchmiller

    Division of Corporation Finance,

    Office of Life Sciences

 Re: Alzamend Neuro, Inc.

Registration Statement on Form S-1 (No. 333-255955)

Registration Statement on Form 8-A (No. 001- )

Ladies and Gentlemen:

This letter will serve to withdraw the request
for acceleration made yesterday by our client Alzamend Neuro, Inc.

Alzamend Neuro intends to seek acceleration of
effectiveness of the above-referenced Registration Statements to 4:00 p.m., Eastern time, on Monday, June 14, 2021, or as soon as possible
thereafter, and is re-submitting its request later this afternoon.

Thank you for your assistance.

    Very truly yours,

    /s/ Spencer G. Feldman

    Spencer G. Feldman

 cc: Mr. Stephan Jackman

Henry C.W. Nisser, Esq.

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EMAIL: SFeldman@olshanlaw.com

DIRECT DIAL: 212.451.2234

    June 10, 2021

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Abby Adams and Tim Buchmiller

    Division of Corporation Finance,

    Office of Life Sciences

 Re: Alzamend Neuro, Inc.

Registration Statement on Form S-1 (No. 333-255955)

Registration Statement on Form 8-A (No. 001- )

Ladies and Gentlemen:

On behalf of Alzamend Neuro, Inc. (the “Company”),
we enclose the Company’s request for acceleration of the above-referenced Registration Statements to 4:00 p.m., Eastern time, on
Monday, June 14, 2021, or as soon as possible thereafter.

Please advise the undersigned of the effectiveness
of the Registration Statements.

    Very truly yours,

    /s/ Spencer G. Feldman

    Spencer G. Feldman

 cc: Mr. Stephan Jackman

Henry C.W. Nisser, Esq.

ALZAMEND
NEURO, INC.

3802 Spectrum Boulevard, Suite 112C

Tampa, Florida 33612

    June 10, 2021

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Abby Adams and Tim Buchmiller

    Division of Corporation Finance,

    Office of Life Sciences

 Re: Alzamend Neuro, Inc.

Registration Statement on Form S-1 (No. 333-255955)

Registration Statement on Form 8-A (No. 001- )

Ladies and Gentlemen:

Alzamend Neuro, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statements be accelerated so that they will become effective at 4:00 p.m., Eastern time, on Monday,
June 14, 2021, or as soon as possible thereafter.

    Very truly yours,

    ALZAMEND NEURO, INC.

    By:

    /s/ Stephan Jackman

    Stephan Jackman

    Chief Executive Officer

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EMAIL:
SFeldman@olshanlaw.com

DIRECT DIAL: 212.451.2234

June 9, 2021

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Abby Adams, Esq.,

Division of Corporation Finance,

Office of Life Sciences

 Re: Alzamend Neuro, Inc.

Registration Statement on Form S-1 (No. 333-255955)

Registration Statement on Form 8-A (No. 001-     )

Ladies and Gentlemen:

On behalf of Alzamend Neuro, Inc. (the “Company”),
we enclose the Company’s request for acceleration of the above-referenced Registration Statements to 5:00 p.m., Eastern time, on
Thursday, June 10, 2021, or as soon as possible thereafter.

Please advise the undersigned of the effectiveness
of the Registration Statements.

Very truly yours,

/s/ Spencer G. Feldman

Spencer G. Feldman

 cc: Mr. Stephan Jackman

Henry C.W. Nisser, Esq.

ALZAMEND NEURO, INC.

3802 Spectrum Boulevard, Suite 112C

Tampa, Florida 33612

June 9, 2021

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Abby Adams, Esq.,

Division of Corporation Finance,

Office of Life Sciences

 Re: Alzamend Neuro, Inc.

Registration Statement on Form S-1 (No. 333-255955)

Registration Statement on Form 8-A (No. 001-      )

Ladies and Gentlemen:

Alzamend Neuro, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statements be accelerated so that they will become effective at 5:00 p.m., Eastern time, on Thursday,
June 10, 2021, or as soon as possible thereafter.

Very truly yours,

ALZAMEND NEURO, INC.

By:
/s/ Stephen Jackman

Stephen Jackman

Chief Executive Officer

CORRESP
1
filename1.htm

ALZAMEND NEURO, INC.

3802 Spectrum Boulevard, Suite 112C

Tampa, Florida 33612

June 7, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Attn:
    Abby Adams and Tim Buchmiller,

    Office of Life Sciences

    Division of Corporation Finance

 Re: Alzamend Neuro, Inc.

    Amendment No. 2 to

Registration Statement on Form
S-1

Filed June 3, 2021

File No. 333-255955

Ladies and Gentlemen:

On behalf of Alzamend Neuro,
Inc., a Delaware corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities
and Exchange Commission, pursuant to the Securities Act of 1933, as amended, one complete copy of Amendment No. 3 to the Company’s
Registration Statement on Form S-1 (the “Amendment”), for the registration of 2,500,000 shares of the Company’s
common stock, including one complete copy of the exhibits listed as filed therewith. We are also filing a revised copy of the Company’s
Free Writing Prospectus (“FWP”).

The Amendment and the revised
FWP respond to the comments received from the staff of the SEC in its comment letter, dated June 4, 2021, with respect to the Company’s
Amendment No. 2 to Registration Statement on Form S-1 filed by the Company on June 3, 2021 and the Company’s original FWP filed
by the Company on May 28, 2021, as discussed below.

Courtesy copies of this letter,
the Amendment and the revised FWP (as marked to reflect changes), together with all exhibits, are being provided by email directly to
the staff for its convenience (attention: Abby Adams and Tim Buchmiller) in the review of the foregoing documents.

To facilitate the staff’s
review, the SEC’s comments are reproduced before each of the Company’s responses thereto. All page numbers referred to
in the responses to the staff’s comments correspond to the page numbers of the Amendment or the revised FWP, as indicated.

Amendment No. 2 to Registration Statement
on Form S-1, Filed June 3, 2021

Prospectus Summary, page 1

Comment 1. We reissue comment 1. You
continue to state that you "expect to submit by June 30, 2021 the IND for FDA approval to begin a Phase I clinical trial with human
subjects" without providing a basis for your belief that you will be able to commence human trials. Refer to comment 2 of our May
19, 2021 letter. As it appears your proposed test parameters would not be approved until after the FDA has completed their final review
of your IND application for AL001, revise to make that clear and to also clarify there is no guarantee that the FDA will approve your
IND application.

Response: As noted
by the staff, the Company has revised the last two sentences in the first full paragraph on page 2 to comply with this comment. It now
reads as follows:

“We have begun
the process of preparing an Investigational New Drug (“IND”) application and expect to submit it to the FDA on or before
June 30, 2021. If the FDA approves our IND, we will be able to commence Phase I clinical trials in humans. The FDA may request
additional information and/or changes to our IND application post submission. There is no guarantee that the FDA will approve our
IND application.”

Similar corrected language
appears on pages 6, 51, 59, 65, 66 and 102.

General

Comment 2. We note the Free Writing
Prospectus ("FWP") filed May 28, 2021 includes information that was previously contained in your prior prospectus, on which
we commented and you removed from the prospectus, including the statements of safety and efficacy and your assertions that you will be
 "commencing Phase 1 human clinical trials in Q3 2021," and "Q4 2021" for AL001 and AL002, respectively, statements
you have not substantiated. Discontinue use of the FWP and provide us your analysis regarding how you will address these deficiencies.
We also note that on page 2 of the FWP, it references the prospectus filed May 25, 2021.

Response: As noted
by the staff, the Company has revised page 10 of the FWP to remove any reference to the efficacy of AL001 to read as follows:

“AL001 is a patented
ionic cocrystal technology delivering a therapeutic combination of lithium, proline and salicylate.”

The Company has revised page
11 of the FWP to remove any reference to the safety of AL001 to read as follows:

“The results of our
preclinical studies, conducted from May 2016 to June 2017, are summarized below.”

The Company has revised page
9 of the FWP regarding Phase I human clinical trials consistent with Comment 1 above.

As requested by the staff,
the Company and the underwriters immediately discontinued the use of the original FWP. The Company intends to file and recirculate a revised
FWP to each recipient of the original FWP when it recirculates the revised preliminary prospectus included in the Amendment.

The Company believes
that the changes to the original FWP do not rise to the level of a substantive change from the original FWP, in accordance with Rule
433(d)(3) under the Securities Act. The Company believes that the filing and recirculation of the revised FWP to its prior
recipients address the deficiencies, if any, through today’s date.

The Company has changed the
date of the preliminary prospectus referenced on page 2 of the FWP to June 7, 2021. A hyperlink to the preliminary prospectus filed on
June 7, 2021 will be provided in the revised FWP.

Comment 3. Provide us additional information
regarding the $500,000 "commission" that would be paid for Digital Power Lending, LLC, reflected on page 17 of the FWP, and
tell us whether they are acting as an underwriter for this offering and who would receive such commission. We note your disclosure in
the prospectus that Digital Power Lending, LLC may purchase up to 2,000,000 shares of common stock in the offering at the same price and
on the same terms as other investors in this offering. Please revise that disclosure as appropriate given the different commissions described
in your FWP (5% for Digital Power Lending, LLC, and 7% for Spartan Capital Securities, LLC/Other).

Response: To clarify
for the staff, the $500,000 “commission” noted in this comment relates to the 5% underwriting discount that would be paid
by the Company to the underwriters if the Company sells 2,000,000 shares of common stock ($10,000,000 times .05) to Digital Power Lending,
LLC. Digital Power Lending is acting solely as an investor, not in any way as an underwriter. Digital Power Lending would be purchasing the shares in the ordinary course without any intent to distribute the shares and, as disclosed
in the prospectus, is subject to the terms of a lock-up agreement with the underwriters.

The Company has also
added to the Digital Power Lending purchase indication sentence that any purchases of shares in the offering will be at the same
price and on the same terms as other investors in the offering, “except that a reduced underwriting discount will be paid
to the underwriters for the sale of common stock to Digital Power Lending.” See the prospectus cover page and pages 102
and 113.

    - 2 -

A 5% underwriting discount is being paid to
Spartan Capital Securities, LLC with regard to the sale of common stock to Digital Power Lending and a 7% underwriting discount is being
paid to Spartan Capital Securities with regard to sales of common stock to other investors. No payments are being made to Digital Power
Lending. Page 17 of the FWP has been revised to make this clear.

* * *

The Company and the underwriters have a strong
interest in pricing the initial public offering on Wednesday evening, June 9, 2021, or as soon thereafter as practicable, and respectfully
request the staff’s review of the Amendment on an expedited basis to accommodate this timing.

Kindly address any comments
or questions that you may have concerning this letter or the enclosed materials to Henry C.W. Nisser, the Executive Vice President and
General Counsel of the Company (tel.: (646) 650-5044), or to the undersigned (tel.: (949) 774-2661).

    Very truly yours,

    /s/ Stephan Jackman

    Stephan Jackman

    Chief Executive Officer

 cc: Henry C.W. Nisser, Esq.

Spencer G. Feldman, Esq.

    - 3 -

United States securities and exchange commission logo
June 4, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed June 3, 2021
File No. 333-255955
Dear Mr. Jackman:
            We have reviewed your amended registration statement and have the following
comments.  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 registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 19, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We reissue comment 1.  You continue to state that you "expect to submit by June 30, 2021
the IND for FDA approval to begin a Phase I clinical trial with human subjects" without
providing a basis for your belief that you will be able to commence human trials.  Refer to
comment 2 of our May 19, 2021 letter.  As it appears your proposed test parameters would
not be approved until after the FDA has completed their final review of your IND
application for AL001, revise to make that clear and to also clarify there is no guarantee
that the FDA will approve your IND application.

 FirstName LastNameStephan Jackman
 Comapany NameAlzamend Neuro, Inc.
 June 4, 2021 Page 2
 FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
June 4, 2021
Page 2
General
2.We note the Free Writing Prospectus ("FWP") filed May 28, 2021 includes information
that was previously contained in your prior prospectus, on which we commented and you
removed from the prospectus, including the statements of safety and efficacy and
your assertions that you will be "commencing Phase 1 human clinical trials in Q3 2021,"
and "Q4 2021" for AL001 and AL002, respectively, statements you have not
substantiated.  Discontinue use of the FWP and provide us your analysis regarding how
you will address these deficiencies.  We also note that on page 2 of the FWP, it references
the prospectus filed May 25, 2021.
3.Provide us additional information regarding the $500,000 "commission" that would be
paid for Digital Power Lending, LLC, reflected on page 17 of the FWP, and tell us
whether they are acting as an underwriter for this offering and who would receive such
commission.  We note your disclosure in the prospectus that Digital Power Lending, LLC
may purchase up to 2,000,000 shares of common stock in the offering at the same price
and on the same terms as other investors in this offering.  Please revise that disclosure as
appropriate given the different commissions described in your FWP (5% for Digital
Power Lending, LLC, and 7% for Spartan Capital Securities, LLC/Other).
            You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.

CORRESP
1
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ALZAMEND NEURO, INC.

3802 Spectrum Boulevard, Suite 112C

Tampa, Florida 33612

June 3, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Abby Adams and Tim Buchmiller,

  Office of Life Sciences

  Division of Corporation Finance

 Re: Alzamend Neuro, Inc.

    Amendment No. 1 to

    Registration Statement on Form
S-1

    Filed May 25, 2021

    File No. 333-255955

Ladies and Gentlemen:

On behalf of Alzamend Neuro,
Inc., a Delaware corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities
and Exchange Commission, pursuant to the Securities Act of 1933, as amended, one complete copy of Amendment No. 2 to the Company’s
Registration Statement on Form S-1 (the “Amendment”), for the registration of 2,500,000 shares of the Company’s
common stock, including one complete copy of the exhibits listed as filed therewith.

The Amendment responds to
the comments received from the staff of the SEC in its comment letter, dated June 2, 2021, with respect to the Company’s Amendment
No. 1 to Registration Statement on Form S-1 filed by the Company on May 25, 2021, as discussed below.

Courtesy copies of this letter
and the Amendment (as marked to reflect changes), together with all exhibits, are being provided by email directly to the staff for its
convenience (attention: Abby Adams and Tim Buchmiller) in the review of the foregoing documents.

To facilitate the staff’s
review, the SEC’s comments are reproduced before each of the Company’s responses thereto. All page numbers referred to
in the responses to the staff’s comments correspond to the page numbers of the Amendment.

Amendment No. 1 to Registration Statement
on Form S-1, Filed May 25, 2021

Prospectus Summary, page 1

Comment 1. We reissue comment 2. Your
revised disclosure on page 1, "pursuant to the FDA response letter," continues to imply the FDA provided you a basis to form
the belief you express in the filing. The attempt to temper this statement at the end of the sentence with "if the FDA allows the
IND to go into effect" is insufficient. Remove any implication that the FDA has given you reason to believe your proposed test parameters
provide a basis for your IND submission and the initiation of human trials unless you have additional documentation to substantiate the
belief.

Response: As requested
by the staff, to avoid any implication that the FDA has given the Company any reason to believe its proposed test parameters “appear
reasonable” to support a Phase I study, the Company has removed the sentence that had begun with “Pursuant to the FDA response
letter.” The change appears on pages 2 and 64.

Comment 2. We note the disclosure on
the cover page, in the related party transaction section, and on page 109, that "Digital Power Lending, LLC, a wholly-owned subsidiary
of Ault Global Holdings, Inc., has indicated to us that it will be purchasing up to $10.0 million of common stock in this offering. All
shares sold to Digital Power Lending will be at the same price and on the same terms as the other investors in this offering. Milton C.
Ault III, our current Executive Chairman, is an executive officer and director of Ault Global Holdings, as are several other officers
and board members of our company." Revise the summary to highlight that you could be offering only 500,000 shares to the public,
to disclose the beneficial ownership of Mr. Ault and the other insiders after the offering taking into account the shares to be purchased
in the offering. Add risk factor disclosure addressing the risks associated with purchasing shares of such a closely held, potentially
thinly-traded company, and clarify the extent to which these shares will be subject to lock up agreements.

Response: In response
to this comment, the Company has added the requested disclosure concerning the potential purchase by Digital Power Lending of up to $10.0
million of shares in the offering. The disclosure on the cover page of the prospectus has been enlarged to include the following additional
language:

“Assuming
Digital Power Lending purchases such shares, only 500,000 shares of common stock will be sold to the public in this offering.
Although these shares and certain other outstanding shares will be freely tradable following this offering, approximately 45.6% of
our outstanding shares of common stock will be held by our executive officers and directors and their respective affiliates after
this offering if Digital Power Lending purchases 2,000,000 shares.  These shares and a significant number of additional shares will be
restricted from sale for a limited period of time under the terms of lock-up agreements. Accordingly, our  common
stock may be thinly traded making it more difficult  to develop and maintain an active public trading market and for investors
in this offering to sell their shares when they desire.”

This enlarged disclosure also appears on pages
101 (Certain Relationships) and 112 (Underwriting).

A new risk factor has been added on page 36, “Because
we are a closely held, potentially thinly-traded company, there may not be an active public trading market for our shares of common stock,
so investors may be unable to sell their shares when they desire.” The risk factor addresses the risks associated with purchasing
shares of a closely held, potentially thinly-traded company. The risk factor also notes the lock-up agreements entered into by the Company’s
insiders and refers readers to the extensive lock-up risk factor located just prior to this new risk factor.

Dilution, page 47

Comment 3. Please clarify in your disclosure
whether the pro forma book value per share also gives effect to the recent financing transaction with Digital Power Lending in March of
2021. It appears that the 2,666,667 shares are included in the existing number of stockholders amount of 82,429,525. If so, please explain
whether any cash was received and if this is included in the pro forma net tangible book value.

Response: As requested,
revised disclosure appears on pages 47 and 48 to clarify that the pro forma book value per share does not give effect to the Company’s
recent financing transaction with Digital Power Lending in March 2021. On page 48 (as well as page 46 (Capitalization)), an additional
bullet point has been inserted to clarify that the number of corrected shares held by existing stockholders as of January 31, 2021 does
not include 2,666,667 shares of the Company’s common stock sold in the recent financing transaction with Digital Power Lending in
March 2021 for a purchase price of $4.0 million or $1.50 per share.

Financial Statements

Note 13. Subsequent Events, page F-23

Comment 4. We note your response letter
dated May 28, 2021 which indicates that you granted 450,000 performance-based options in March 2021 outside of the stock incentive plan
to FDA consultants with an exercise price of $1.50 per share. In a similar manner to your response, please provide disclosures related
to these options with key terms, including the exercise price, the vesting terms, whether performance milestones have been reached, and
the estimated fair value of common stock that you expect to use to value these options. In addition to providing disclosures related to
these options in the notes to the financial statements, please also provide disclosures related to these options throughout the filing
where you discuss recent equity issuances and outstanding options. For example, we note on pages 10, 46, and 48 you discuss outstanding
options.

    - 2 -

Response: In response
to this comment, the Company has added the following detailed disclosure concerning the 450,000 performance-based options granted by the
Company to its FDA consultant on pages 58-59, F-24 and II-3:

“On March 23, 2021, the Company granted a total of
450,000 performance-based options outside of the Company’s stock incentive plan to its FDA consultants with an exercise price of
$1.50 per share. These options have two separate performance triggers for vesting based upon the Company’s therapies achieving certain
FDA approval milestones within a specified timeframe. No vesting and no stock compensation has been recognized to date as the performance
milestones have not been reached. These options were issued as an inducement to the Company’s FDA consultants to achieve milestones
related to the Company’s two therapies to treat Alzheimer’s disease. The fair value per option share will be calculated using
a Black-Scholes model based, in part, on an estimated fair value of the common stock on the date of grant of approximately $2.50 per share.”

Additionally, references to the performance-based
options have been added on pages 10, 46 and 48 in the second bullet point.

* * *

The Company and the underwriters have a strong
interest in pricing the initial public offering on Wednesday evening, June 9, 2021 and respectfully request the staff’s review of
the Amendment on an expedited basis to accommodate this timing.

Kindly address any comments
or questions that you may have concerning this letter or the enclosed materials to Henry C.W. Nisser, the Executive Vice President and
General Counsel of the Company (tel.: (646) 650-5044), or to the undersigned (tel.: (949) 774-2661).

  Very truly yours,

  /s/ Stephan Jackman

  Stephan Jackman

  Chief
Executive Officer

  cc:
  Henry C.W. Nisser, Esq.

  Spencer G. Feldman, Esq.

    - 3 -

United States securities and exchange commission logo
June 2, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 25, 2021
File No. 333-255955
Dear Mr. Jackman:
            We have reviewed your amended registration statement and have the following
comments.  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 registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 19, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We reissue comment 2.  Your revised disclosure on page 1, "pursuant to the FDA
response letter," continues to imply the FDA provided you a basis to form the belief you
express in the filing.  The attempt to temper this statement at the end of the sentence with
"if the FDA allows the IND to go into effect" is insufficient.  Remove any implication that
the FDA has given you reason to believe your proposed test parameters provide a basis for
your IND submission and the initiation of human trials unless you have additional
documentation to substantiate the belief.

 FirstName LastNameStephan Jackman
 Comapany NameAlzamend Neuro, Inc.
 June 2, 2021 Page 2
 FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
June 2, 2021
Page 2
2.We note the disclosure on the cover page, in the related party transaction section, and on
page 109, that "Digital Power Lending, LLC, a wholly-owned subsidiary of Ault Global
Holdings, Inc., has indicated to us that it will be purchasing up to $10.0 million of
common stock in this offering.  All shares sold to Digital Power Lending will be at the
same price and on the same terms as the other investors in this offering.  Milton C. Ault
III, our current Executive Chairman, is an executive officer and director of Ault Global
Holdings, as are several other officers and board members of our company."  Revise the
summary to highlight that you could be offering only 500,000 shares to the public, to
disclose the beneficial ownership of Mr. Ault and the other insiders after the offering
taking into account the shares to be purchased in the offering.  Add risk factor
disclosure addressing the risks associated with purchasing shares of such a closely held,
potentially thinly-traded company, and clarify the extent to which these shares will be
subject to lock up agreements.
Dilution, page 47
3.Please clarify in your disclosure whether the pro forma book value per share also gives
effect to the recent financing transaction with Digital Power Lending in March of 2021. It
appears that the 2,666,667 shares are included in the existing number of stockholders
amount of 82,429,525. If so, please explain whether any cash was received and if this is
included in the pro forma net tangible book value.
Financial Statements
Note 13. Subsequent Events, page F-23
4.We note your response letter dated May 28, 2021 which indicates that you granted
450,000 performance-based options in March 2021 outside of the stock incentive plan to
FDA consultants with an exercise price of $1.50 per share.  In a similar manner to your
response, please provide disclosures related to these options with key terms, including the
exercise price, the vesting terms, whether performance milestones have been reached, and
the estimated fair value of common stock that you expect to use to value these options.  In
addition to providing disclosures related to these options in the notes to the financial
statements, please also provide disclosures related to these options throughout the filing
where you discuss recent equity issuances and outstanding options.  For example, we note
on pages 10, 46, and 48 you discuss outstanding options.

 FirstName LastNameStephan Jackman
 Comapany NameAlzamend Neuro, Inc.
 June 2, 2021 Page 3
 FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
June 2, 2021
Page 3
            You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related
matters.  Please contact Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.

CORRESP
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ALZAMEND NEURO, INC.

3802 Spectrum Boulevard, Suite 112C

Tampa, Florida 33612

May 28, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Abby Adams and Tim Buchmiller,

  Office of Life Sciences

  Division of Corporation Finance

 Re: Alzamend Neuro, Inc.

    Amendment No. 1 to Registration
Statement on Form S-1

    Filed May 25, 2021

    File No. 333-255955

Ladies and Gentlemen:

On behalf of Alzamend Neuro, Inc., a Delaware corporation
(the “Company”), we are providing this addendum to the Company’s letter, dated May 27, 2021, which responded to the
SEC’s comment concerning stock-based compensation through the period ended January 31, 2021. This letter includes additional information
with respect to all subsequent stock issuances by the Company.

March 2021 Financing Transaction

On March 9, 2021, the Company entered into a securities
purchase agreement with Digital Power Lending, LLC (“DPL”), a California limited liability company and wholly-owned subsidiary
of Ault Global Holdings, Inc., pursuant to which the Company agreed to sell an aggregate of 6,666,667 shares of its common stock for an
aggregate of $10 million, or $1.50 per share, which sales will be made in tranches. On March 9, 2021, DPL paid $4 million, less the $1.8
million in advances and the surrender for cancellation of a $50,000 convertible promissory note by Ault Global for an aggregate of 2,666,667
shares of the Company’s common stock. Under the terms of the securities purchase agreement, DPL will purchase an additional (i)
1,333,333 shares of the Company’s common stock if and upon approval by the FDA of the Company’s IND for the Company’s
Phase Ia clinical trials for a purchase price of $2 million, and (ii) 2,666,667 shares of the Company’s common stock upon completion
of the Phase Ia clinical trials for a purchase price of $4 million. The Company further agreed to issue to DPL warrants to purchase a
number of shares of its common stock equal to 50% of the shares of our common stock purchased under the securities purchase agreement
at an exercise price of $3.00 per share.

March 2021 Option Grant

On March 23, 2021, the Company granted a
total of 450,000 performance-based options outside of the Company’s stock incentive plan to its FDA consultants with an
exercise price of $1.50 per share. These options have two separate performance triggers for vesting based upon the Company’s
therapies achieving certain FDA approval milestones within a specified timeframe. By definition, the performance condition in these
options can only be achieved after the performance condition of FDA approval has been achieved. No vesting and no stock compensation
has been recognized to date as the performance milestones have not been reached. These options were issued as an inducement to our
FDA consultants to achieve milestones related to our two therapies to treat Alzheimer’s disease. While the Company has not
finalized the accounting for fair value of these grants, as the results for the fourth quarter ended April 30, 2021 have not been
audited, it is expected that the fair value per option share will be calculated using a Black-Scholes model based, in part, on
an estimated fair value of the common stock on the date of grant of approximately $2.50 per share. The fair value on the date of
grant took into consideration the pricing of the March 2021 financing, as well as the improved capital structure and prospects for
the Company that resulted from receiving the proceeds of the financing.

Kindly address any comments
or questions that you may have concerning this letter to Henry C.W. Nisser, the Executive Vice President and General Counsel of the Company
(tel.: (646) 650-5044), or to Kenneth S. Cragun, the Chief Financial Officer of the Company (tel.: (949) 735-6020).

    Very truly yours,

    /s/ Kenneth S. Cragun

    Kenneth S. Cragun

    Chief Financial Officer

cc: Ms. Nudrat Salik, SEC

  Henry C.W. Nisser, Esq.

  Spencer G. Feldman, Esq.

    - 2 -

CORRESP
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ALZAMEND NEURO, INC.

3802 Spectrum Boulevard, Suite 112C

Tampa, Florida 33612

May 27, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Attn:
    Abby Adams and Tim Buchmiller,

    Office of Life Sciences

    Division of Corporation Finance

    Re:
    Alzamend Neuro, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed May 25, 2021

    File No. 333-255955

Ladies and Gentlemen:

On behalf of Alzamend Neuro, Inc., a Delaware
corporation (the “Company”), we are responding to comment 36 concerning stock-based compensation received from the staff
of the Securities and Exchange Commission in its initial comment letter, dated January 25, 2021, with respect to the Company’s
original Draft Registration Statement submitted by the Company on December 29, 2020. As an estimated offering price is now reflected
in Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on May 25, 2021, we are setting forth below the Company’s
response to the staff’s earlier stock-based compensation comment.

Note 7. Stock-Based Compensation, page F-30

Comment 36.    Once you have an estimated offering
price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons
for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information
will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features.

Response: After this SEC comment was received in January 2021,
the Company added “Common Stock Valuations” to its Critical Accounting Policies and Estimates in Management’s Discussion
and Analysis. As described in more detail below, the Company placed the most weight on the $1.50 price at which it sold shares of the
Company’s common stock to outside investors in arm’s-length transactions.

Equity awards during the nine months ended January 31, 2021

During the nine months ended January 31, 2021, the Company granted
stock options to purchase 125,000 shares of common stock at an exercise price of $1.50 per share. The grants were dated September 1,
2020. Prior to the September 2020 grants, the most recent stock option grants were made in November 2019 totaling 1,950,000 stock options
at an exercise price of $1.50 per share.

Company’s policy related to common stock valuations

There is no public market for the Company’s common stock and,
as a result, the fair value of the shares of common stock underlying the Company’s share-based awards was estimated on each grant
date by the Company’s board of directors. To determine the fair value of the common stock underlying option grants, the Company’s
board of directors considered, among other things, input from management, and the board of directors’ assessment of additional
objective and subjective factors that it believed were relevant, and factors that may have changed from the date of the most recent valuation
through the date of the grant. These factors included, but were not limited to:

 · the
                                            Company’s results of operations and financial position, including its levels of available
                                            capital resources;

 · ​the
                                            Company’s stage of development and material risks related to its business;

 · ​progress
                                            of the Company’s research and development activities;

 · ​the
                                            Company’s business conditions and projections;

 · ​the
                                            valuation of publicly traded companies in the life sciences and biotechnology sectors, as
                                            well as recently completed mergers and acquisitions of peer companies;

 · ​the
                                            lack of marketability of the Company’s common stock as a private company;

 · ​the
                                            prices at which the Company sold shares of its common stock to outside investors in arm’s-length
                                            transactions;

 · ​the
                                            likelihood of achieving a liquidity event for the Company’s security holders, such
                                            as an initial public offering (“IPO”) or a sale of the Company, given prevailing
                                            market conditions;

 · ​trends
                                            and developments in the Company’s industry; and

 · ​external
                                            market conditions affecting the life sciences and biotechnology industry sectors.

Fair value considerations

Of the factors considered above, the Company’s board of directors
most heavily weighted the prices at which it sold shares of the Company’s common stock to outside investors in arm’s-length
transactions in considering, recent valuations of common stock related to stock-based compensation.

    - 2 -

Prices from Company financings with outside investors in arm’s-length
transactions

The September 2020 and November 2019 stock options were granted at
an exercise price of $1.50 per share, which was the estimated fair value of the Company’s shares of common stock as determined
by the Company’s board of directors on the date of grant.

Recent arm’s-length transactions considered in determining the
fair value included the following:

 · In
                                            December 2020, the Company entered into a securities purchase agreement with an institutional
                                            investor (which had also provided the Company financing in August 2020, as noted in the next
                                            paragraph) to sell a convertible promissory note of the Company in the principal amount of
                                            $44,000 for a purchase price of $40,000 (reflecting an original issue discount of approximately
                                            10%) and issue a five-year warrant to purchase 14,667 shares of the Company’s common
                                            stock. The convertible promissory note bears interest at 8% per annum, which principal and
                                            all accrued and unpaid interest are due six months after the date of issuance. The principal
                                            and interest earned on the convertible promissory note may be converted into shares of the
                                            Company’s common stock at $1.50 per share. The exercise price of the warrant is $3.00
                                            per share.

 · In
                                            August 2020, the Company entered into a securities purchase agreement with the same institutional
                                            investor to sell a convertible promissory note of the Company in the principal amount of
                                            $275,000 for a purchase price of $250,000 (reflecting an original issue discount of approximately
                                            10%) and issue a five-year warrant to purchase 91,667 shares of the Company’s common
                                            stock. The convertible promissory note bears interest at 8% per annum, which principal and
                                            all accrued and unpaid interest are due six months after the date of issuance. The principal
                                            and interest earned on the convertible promissory note may be converted into shares of the
                                            Company’s common stock at $1.50 per share. The exercise price of the warrant is $3.00
                                            per share.

 · Between
                                            June 25, 2019 and October 31, 2019, the Company entered into subscription agreements for
                                            the purchase of 1,756,726 units at $1.50 for each unit purchased pursuant to its 2019 private
                                            offering (the “2019 Offering”). Each unit consists of one share of Common Stock
                                            and one warrant to purchase one half share of common stock. In aggregate, the 1,756,726 units
                                            represents 1,756,726 shares of common stock and 878,363 warrants with an exercise price of
                                            $3.00 per share for an aggregate purchase price of $2,635,089, or $1.50 per share. The 2019
                                            Offering was conducted pursuant to the terms of a Confidential Private Placement Memorandum
                                            dated June 12, 2019.

    - 3 -

Difference between recent valuations leading up to the offering
and estimated offering price

The difference between the $5.00 estimated IPO price and the September
2020 and November 2019 stock options grant estimated fair value of $1.50 is $3.50 per share, representing a 233% increase.

Among the factors that were considered in setting the estimated IPO
price were the following: (a) the Company’s stage of development, (b) progress of the Company’s development efforts, (c)
the impact of significant corporate events or milestones, (d) the general conditions of the securities market and the recent market prices
of, and the demand for, publicly traded common stock of comparable companies; (e) the Company’s financial condition and prospects;
(f) estimates of business potential and earnings prospects for the Company and the industry in which it operates; and (g) recent performance
of initial public offerings of companies in the sector.

In particular, since the date of the September 2020 and November 2019
stock option grants, the Company has achieved several milestones:

 · AL001
                                            — Since the date of the September 2020 and November 2019 stock option grants, the Company
                                            has made significant progress in the preclinical development of one of its lead product candidates,
                                            AL001, including:

 o The Company has begun the process of finalizing the IND application
                                            and, while the Company has no control over the length of the FDA review and approval process,
                                            the Company currently expects to submit by June 30, 2021, the IND for FDA approval to begin
                                            a Phase I clinical trial with human subjects.

 · AL002

 o The Company has an additional preclinical candidate for Alzheimer’s
                                            indication, AL002, which has transitioned from early-stage development to an extensive program
                                            of preclinical study and evaluation, with an anticipated completion date of May 31, 2021.
                                            The Company’s preclinical program included a toxicologic evaluation, histopathology
                                            study and brain beta amyloid analysis and, after the Company received additional financing
                                            in March 2021, was expanded to include an immunoglobulin analysis and biodistribution study.

    - 4 -

 · Expansion
                                            of leadership to support strategic growth

 o The Company expanded its leadership team with the appointment of multiple
                                            independent director nominees Mark Gustafson, Jeffrey Oram and Andrew H. Woo, M.D. The Company
                                            believes that Mr. Gustafson’s over 35 years of corporate, private and public company
                                            operational and financial experience gives him the qualifications and skills to serve as
                                            one of the Company’s directors and as Chairman of the Board’s Audit Committee.
                                            The Company believes that Mr. Oram’s 25 years of corporate, private and institutional
                                            investment experience gives him the qualifications and skills to serve as one of the Company’s
                                            directors. The Company believes that Dr. Woo’s extensive medical experience gives him
                                            the qualifications and skills, and relevant insight, to serve as one of the Company’s
                                            directors. The Company believes the three independent director nominees provide expertise
                                            and insights that will further support the Company’s improvement of its corporate governance
                                            and compliance with heightened standards as a publicly listed company.

 · Increased
                                            probability of an IPO and substantially enhanced liquidity and marketability of the Company’s
                                            common stock

 o The estimated IPO price represents a future price for shares of common
                                            stock that, if issued in the IPO, assumes a 100% probability of the consummation of the IPO
                                            and that, if issued in the IPO, the shares will be immediately freely tradable in a public
                                            market, whereas the September 2020 and November 2019 stock option grants fair value represents
                                            a contemporaneous estimate of the fair value of shares that were then illiquid and might
                                            never become liquid. This illiquidity accounts for a substantial difference between the estimated
                                            fair values of the shares of common stock through the date hereof and the estimated IPO price.
                                            At the time of the September 2020 and November 2019 stock option grants, the Company had
                                            not yet confidentially submitted its draft registration statement to the SEC.

Based on the foregoing, the Company considers that the difference
between the September 2020 and November 2019 stock option grants fair value and the estimated IPO price is not unreasonable.

* * *

Kindly address any comments or questions that
you may have concerning this letter to Henry C.W. Nisser, the Executive Vice President and General Counsel of the Company (tel.: (646)
650-5044), or to Kenneth S. Cragun, the Chief Financial Officer of the Company (tel.: (949) 735-6020).

  Very truly yours,

  /s/ Kenneth S. Cragun

  Kenneth S. Cragun

  Chief Financial Officer

    cc:
    Mr. Nudrat Salik, SEC

    Henry C.W. Nisser, Esq.

    Mr. Stephan Jackman

    Spencer G. Feldman, Esq.

    - 5 -

CORRESP
1
filename1.htm

ALZAMEND NEURO, INC.

3802 Spectrum Boulevard, Suite 112C

Tampa, Florida 33612

May 25, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Abby Adams and Tim Buchmiller,

Office of Life Sciences

Division of Corporation Finance

Re:         Alzamend Neuro, Inc.

Registration Statement on Form
S-1

Filed May 10, 2021

File No. 333-255955

Ladies and Gentlemen:

On behalf of Alzamend Neuro,
Inc., a Delaware corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities
and Exchange Commission, pursuant to the Securities Act of 1933, as amended, one complete copy of Amendment No. 1 to the Company’s
Registration Statement on Form S-1 (the “Amendment”), for the registration of $12,500,000 of shares of the Company’s
common stock, including one complete copy of the exhibits listed as filed therewith.

The Amendment responds to
the comments received from the staff of the SEC in its comment letter, dated May 19, 2021, with respect to the Company’s Registration
Statement on Form S-1 filed by the Company on May 10, 2021, as discussed below.

Courtesy copies of this letter
and the Amendment (as marked to reflect changes), together with all exhibits, are being provided by email directly to the staff for its
convenience (attention: Abby Adams and Tim Buchmiller) in the review of the foregoing documents.

To facilitate the staff’s
review, the SEC’s comments are reproduced before each of the Company’s responses thereto. All page numbers referred to
in the responses to the staff’s comments correspond to the page numbers of the Amendment.

Registration Statement on Form S-1, Filed
May 10, 2021

Prospectus Summary, page 1

Comment 1. We note your revisions in
response to comment 3. As requested by that comment, where you discuss the potential for breakthrough therapy designation, please expand
your disclosure to explain that this designation, if received, does not increase the likelihood that your product candidate would receive
approval.

Response: As requested by the staff, the
Company has expanded its disclosure to explain that the potential for breakthrough therapy designation, if received, does not increase
the likelihood that the Company’s product candidate would receive FDA approval. This additional language appears on pages 2, 6,
7, 23-24, 63, 64, 67 and 69.

Comment 2. We note your response to
comment 4; however, the basis for a conclusion that your proposed test parameters were reasonable to support human clinical trials is
not clear in light of the entire response to the question you cite in your response. If your proposed test parameters would not be approved
until after the FDA has completed their final review of your IND application for AL001, please make that clear and otherwise revise your
disclosure as appropriate.

Response: In
response to the staff’s comment, the Company has revised the language relating to the proposed test parameters. As revised,
pages 2 and 63 provide as follows:

“Following Phase III clinical trials in humans, we intend to
seek approval to commercialize AL001 via a New Drug Application (“NDA”). As one of the initial steps of the NDA process, we
submitted a Pre-Investigational New Drug (“PIND”) briefing package to the U.S. Food and Drug Administration
(“FDA”) in July 2019 that argued against the need for any further  preclinical
safety studies. In the FDA's response to our PIND package, the FDA asked us to provide a scientific bridge to a listed drug to support
the adequacy of the nonclinical program. According to the FDA, the adequacy of the nonclinical data will be a matter
for review. If the adequacy of the nonclinical data is not sufficient for the FDA, we will then be required to conduct a clinical pharmacokinetics animal study (an expected six week study) of AL001 to be considered for FDA approval. Pursuant
to the FDA response letter, we believe the proposed test parameters for AL001, which reference
exposure-based criteria for the “reference product” or lithium carbonate, appear reasonable to support a Phase I study, thereby
providing a basis for us to submit an Investigational New Drug (“IND”) application to the FDA for review, allowing us to conduct
human clinical trials if the FDA allows the IND to go into effect. However, the
adequacy of the analytical procedures and acceptance criteria in the IND will be a matter for FDA review and approval. We have begun the
process of finalizing the IND application and, while we have no control over
the length of the FDA review and approval process, we currently expect to submit by June 30, 2021, the IND for FDA approval to begin a
Phase I clinical trial   with human subjects. Additionally, the FDA may request additional information and/or changes to our IND
application post submission.”

Comment 3. We note your response to
comment 6 and the revised disclosure on pages 2 and 58. Clarify why you determined to add more "efficacy studies" at the preclinical
stage and whether any adverse results led to this development. Also, since findings of safety and efficacy are solely within the authority
of the FDA and are assessed throughout all clinical trial phases, please revise to remove any statements that suggest the efficacy of
your product candidates.

Response: In
response to this comment, the Company notes for the staff that no adverse results led to the addition of more “efficacy
studies.” The brief pause between the initial toxicologic evaluation, histopathology study and brain beta amyloid analysis and
the later immunoglobulin analysis and biodistribution study was due to lack of funds in late 2020 and early 2021. All of the studies
had been initially planned. To clarify this point, the Company has indicated on pages 3 and 64 that the later studies were conducted
following additional funding. Further, the Company has removed the term “efficacy” so as not to suggest an FDA
conclusion on pages 2, 63 and 67.

Certain Relationships and Related Party
Transactions, page 88

Comment 4. Please file the agreements
containing the arrangements described in the first paragraph added to page 90 as exhibits to your registration statement.

Response: As requested
by the staff, the Board Letter Agreement, dated May 6, 2021, between the Company and Milton C. Ault III is being filed as Exhibit 10.17
with the Amendment.

*     *     *

The Amendment reflects the estimated offering
size and assumed offering price for the shares of common stock to be offered in the Company’s initial public offering. The Company
and the underwriters intend to circulate the preliminary prospectus included in the Amendment beginning during the week of June 1, and
expect to price the offering during the week of June 7, 2021. The Company respectfully requests the staff to convey any additional comments
they may have on the Registration Statement by Friday, May 28, 2021.

Kindly address any comments
or questions that you may have concerning this letter or the enclosed materials to Henry C.W. Nisser, the Executive Vice President and
General Counsel of the Company (tel.: (646) 650-5044), or to the undersigned (tel.: (949) 774-2661).

  Very truly yours,

  /s/ Stephan Jackman

  Stephan Jackman

  Chief Executive Officer

  cc:
  Henry C.W. Nisser, Esq.

  Spencer G. Feldman, Esq.

    - 2 -

United States securities and exchange commission logo
May 19, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Registration Statement on Form S-1
Filed May 10, 2021
File No. 333-255955
Dear Mr. Jackman:
            We have reviewed your registration statement and have the following comments.  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 registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your revisions in response to comment 3.  As requested by that comment, where
you discuss the potential for breakthrough therapy designation, please expand your
disclosure to explain that this designation, if received, does not increase the likelihood that
your product candidate would receive approval.
2.We note your response to comment 4; however, the basis for a conclusion that your
proposed test parameters were reasonable to support human clinical trials  is not clear in
light of the entire response to the question you cite in your response.  If your proposed test
parameters would not be approved until after the FDA has completed their final review of

 FirstName LastNameStephan Jackman
 Comapany NameAlzamend Neuro, Inc.
 May 19, 2021 Page 2
 FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
May 19, 2021
Page 2
your IND application for AL001, please make that clear and otherwise revise your
disclosure as appropriate.
3.We note your response to comment 6 and the revised disclosure on pages 2 and 58.
Clarify why you determined to add more "efficacy studies" at the preclinical stage and
whether any adverse results led to this development.  Also, since findings of safety
and efficacy are solely within the authority of the FDA and are assessed throughout all
clinical trial phases, please revise to remove any statements that suggest the efficacy of
your product candidates.
Certain Relationships and Related Party Transactions, page 88
4.Please file the agreements containing the arrangements described in the first paragraph
added to page 90 as exhibits to your registration statement.
            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.
            You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related matters.
 Please contact Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.

CORRESP
1
filename1.htm

ALZAMEND NEURO, INC.

3802 Spectrum Boulevard, Suite 112C

Tampa, Florida 33612

May 10, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

  Attn:
  Abby Adams, Esq. and Tim Buchmiller, Esq.,

  Office of Life Sciences

  Division of Corporation Finance

  Re:
  Alzamend Neuro, Inc.

  Draft Registration Statement on Form S-1

  Submitted April 2, 2021

  CIK No. 0001677077

Ladies and Gentlemen:

On behalf of Alzamend Neuro,
Inc., a Delaware corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities
and Exchange Commission, pursuant to the Securities Act of 1933, as amended, one complete copy of the Company’s Registration Statement
on Form S-1 (the “Registration Statement”), for the registration of $10,000,000 of shares of the Company’s common
stock, including one complete copy of the exhibits listed as filed therewith.

The Registration Statement
responds to the comments received from the staff of the SEC in its comment letter, dated April 20, 2021, with respect to the Company’s
Confidential Submission No. 2 of its Draft Registration Statement on Form S-1 (CIK No. 0001677077) submitted confidentially
to the Division of Corporation Finance by the Company on April 2, 2021, as discussed below.

Courtesy copies of this letter
and the Registration Statement (as marked to reflect changes), together with all exhibits, are being provided by email directly to the
staff for its convenience (attention: Tim Buchmiller, Esq.) in the review of the foregoing documents.

To facilitate the staff’s
review, the SEC’s comments are reproduced before each of the Company’s responses thereto. All page numbers referred to
in the responses to the staff’s comments correspond to the page numbers of the Registration Statement.

Amendment No. 1 to Draft Registration Statement

Our Company, page 1

Comment 1. We reissue comment 2. Revise
to clarify that you are a pre-clinical stage company.

Response: The Company has revised the description
of its stage of development to “preclinical” pursuant to your comments. See pages 1, 13, 47, 50 and 57.

Our Product Candidates, page 1

Comment 2. Refer to comment 3. You revised
the document to refer to AL001 not as your lead product candidate, which was appropriate, but as the "patented solution" that
you "will first move to commercialization." As "solution" implies efficacy and "commercialization" implies
FDA approval, please delete these and similar references for the reasons cited in comment 3.

Response: The Company has removed or edited
the phrases “patented solution” and “will first move to commercialization,” and related phrases using “commercialization,”
throughout the Registration Statement pursuant to your comments. See pages 1, 3, 4, 7, 13, 16, 25, 53, 57, 60  and 62.

Comment 3. We refer to your statements
on page 2 that a product candidate could be designated as a "breakthrough therapy" or qualify for expedited development. As
requested by prior comment 5, please balance your discussion by disclosing that you have not received these designations and expand your
disclosure to explain that this designation, if received, does not increase the likelihood that your product candidate will receive approval.

Response: The Company has clarified
the “breakthrough therapy” and expedited development phrases pursuant to your comments. See pages 2, 5, 6, 21, 22, 58,
59, 61 and 62.

Comment 4. We note the FDA correspondence
you provided in response to comment 7. Tell us how you determined from the FDA's response that your proposed test parameters were reasonable
to support human clinical trials, as you disclose on page 2.

Response: In its response, the FDA specifically
referenced exposure-based criteria for the "reference product" (lithium carbonate). In response to question #1, the FDA confirmed
that the Company’s "proposed test parameters for AL001 (LiProSal) appear reasonable to support a Phase 1 study.” See
pages 1 and 57.

Dilution, page 41

Comment 5. Please explain how you calculated
the historical net tangible book value as of January 31, 2021 of $802,007 as that appears to be your amount of Total Assets.

Response: The Company has corrected the
net tangible book value as of January 31, 2021. See page 43.

Management's Discussion and Analysis of
Financial Condition and Results of Operations Plan of Operation, page 44

Comment No. 6. We note your response
to comment 17. Disclose the delay in results from the study and the reasons for the delay.

Response: The Company’s project with
Charles River Laboratories was initially limited to toxicology. However, the project was subsequently expanded to include two additional
tests for efficacy, more specifically, an immunoglobulin analysis and a biodistribution study. See pages 2 and 58.

Impact of Coronavirus on Our Operations,
page 53

Comment 7. We note your response to
comments 20 and 21. Revise this section and/or your disclosure in the Facilities section on page 73 to clarify whether or to what extent
remote work necessitated by coronavirus restrictions has negatively impacted your efficiency.

Response: The Company has revised and made
consistent the coronavirus-related language in “MD&A – Impact of Coronavirus on Our Operations” and “Business
 – Facilities” pursuant to your comments. See pages 54 and 75.

Business

Our Proprietary Technology, page 57

Comment 8. We note the revised disclosure
reporting results of your preclinical studies. Revise to briefly disclose the material study data supporting these conclusions, including
for example, the numbers of subjects and length of study. Quantify your descriptions of results, such as "improved cognitive function,"
 "reduced depression," and "superior protection" and clarify whether the amounts were statistically significant.

Response: The Company has expanded the
disclosure about its preclinical studies pursuant to your comments. See pages 4, 60 and 61.

    - 2 -

Description of Capital Stock, page 91

Comment 9. We note your response to
comment 33 and the revised disclosure on page 93 reflecting the content of your bylaws in the present tense. As you have included as exhibits
both your prior bylaws (Exhibit 3.2), and now contain your Amended and Restated Bylaws (Exhibit 3.3), revise the Choice of Forum section
on page 93 to clarify that the choice of forum provision is found in your "Amended and Restated Bylaws." Tell us why you have
retained your prior bylaws as an exhibit if they are no longer in effect.

Response: The Company has revised the Exhibit
Index pursuant to your comments. See page II-3. The Company’s outdated Bylaws have been removed.

* * *

The Company respectfully requests
the staff’s review of the Registration Statement so that it may proceed to file a pricing amendment and circulate a preliminary
prospectus in order to complete its initial public offering in late May or early June 2021.

Kindly address any comments
or questions that you may have concerning this letter or the enclosed materials to Henry C.W. Nisser, the Executive Vice President and
General Counsel of the Company (tel.: (646) 650-5044) or to the undersigned (tel.: (507) 451-2234).

  Very truly yours,

   /s/ Stephan Jackman

  Stephan Jackman

  Chief Executive Officer

  cc:
  Henry C.W. Nisser, Esq.

Spencer G. Feldman, Esq.

    - 3 -

United States securities and exchange commission logo
April 20, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 2, 2021
CIK No. 0001677077
Dear Mr. Jackman:
            We have reviewed your amended draft registration statement and have the following
comments.  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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement
Our Company, page 1
1.We reissue comment 2.  Revise to clarify that you are a pre-clinical stage company.
Our Product Candidates, page 1
2.Refer to comment 3.  You revised the document to refer to AL001 not as your lead
product candidate, which was appropriate, but as the "patented solution" that you "will
first move to commercialization."  As "solution" implies efficacy and "commercialization"
implies FDA approval, please delete these and similar references for the reasons cited in
comment 3.

 FirstName LastNameStephan Jackman
 Comapany NameAlzamend Neuro, Inc.
 April 20, 2021 Page 2
 FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
April 20, 2021
Page 2
3.We refer to your statements on page 2 that a product candidate could be designated as a
"breakthrough therapy" or qualify for expedited development.  As requested by prior
comment 5, please balance your discussion by disclosing that you have not received these
designations and expand your disclosure to explain that this designation, if received, does
not increase the likelihood that your product candidate will receive approval.
4.We note the FDA correspondence you provided in response to comment 7.  Tell us how
you determined from the FDA's response that your proposed test parameters were
reasonable to support human clinical trials, as you disclose on page 2.
Dilution, page 41
5.Please explain how you calculated the historical net tangible book value as of January 31,
2021 of $802,007 as that appears to be your amount of Total Assets.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Plan of Operation, page 44
6.We note your response to comment 17.  Disclose the delay in results from the study and
the reasons for the delay.
Impact of Coronavirus on Our Operations, page 53
7.We note your response to comments 20 and 21.  Revise this section and/or your disclosure
in the Facilities section on page 73 to clarify whether or to what extent remote work
necessitated by coronavirus restrictions has negatively impacted your efficiency.
Business
Our Proprietary Technology, page 57
8.We note the revised disclosure reporting results of your preclinical studies.  Revise to
briefly disclose the material study data supporting these conclusions, including for
example, the numbers of subjects and length of study.  Quantify your descriptions of
results, such as "improved cognitive function," "reduced depression," and "superior
protection" and clarify whether the amounts were statistically significant.
Description of Capital Stock, page 91
9.We note your response to comment 33 and the revised disclosure on page 93 reflecting the
content of your bylaws in the present tense.  As you have included as exhibits both your
prior bylaws (Exhibit 3.2), and now contain your Amended and Restated Bylaws (Exhibit
3.3), revise the Choice of Forum section on page 93 to clarify that the choice of forum
provision is found in your "Amended and Restated Bylaws."  Tell us why you have
retained your prior bylaws as an exhibit if they are no longer in effect.

 FirstName LastNameStephan Jackman
 Comapany NameAlzamend Neuro, Inc.
 April 20, 2021 Page 3
 FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
April 20, 2021
Page 3
            You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related
matters.  Please contact Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.

United States securities and exchange commission logo
January 25, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Draft Registration Statement on Form S-1
Submitted December 29, 2020
CIK No. 0001677077
Dear Mr. Jackman:
            We have reviewed your draft registration statement and have the following comments.  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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Market, Industry and Other Data, page i
1.You state, "[w]hile we believe such information included in this prospectus is generally
reliable, we have not independently verified any third-party information."  Revise this
disclosure to clarify that you are responsible for all disclosure in the document.
Our Company, page 1
2.Please revise to clarify your statement on page 1 and 54 that you are an "early clinical-
stage biopharmaceutical company" where you have not yet submitted an IND to the FDA.
Similarly clarify the second risk factor, where you state "AL001 and AL002 . . . are in the

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 Comapany NameAlzamend Neuro, Inc.
 January 25, 2021 Page 2
 FirstName LastNameStephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 2
IND stage and preclinical stage of development, respectively."
Our Product Candidates, page 1
3.You state that your potential product AL001 "has the potential to improve the therapeutic
index of lithium," that the history of lithium use "mitigate[s] the potential regulatory
burden for safety data," that lithium has a "preventative effect on the development of
dementia in patients with bipolar disorder in comparison with anticonvulsants,
antidepressants and antipsychotics," that lithium may have "long-term beneficial effects,"
"potential efficacy," and we note references to the effectiveness of treatment and
“enhanced safety” and that treatments you describe are "proven" to be "effective" or are
"efficacious."  You also state that your potential product AL002 "reduces beta-amyloid
plaque."  As safety and efficacy determinations are solely within the FDA's authority and
they continue to be evaluated throughout all phases of clinical trials, please remove these
and any such references in your prospectus.  In the Business section, you may present
objective data resulting from your preclinical trials without including conclusions related
to efficacy or safety.
4.We note your note your disclosure that AL001 is expected to provide clinicians with a
"major improvement" over current treatments.  Please tell us on what basis you believe
you are able to make comparisons given your early stage of development and the lack of
any head-to-head clinical trials or, alternatively, delete any inappropriate comparisons.
 Please revise the prospectus throughout accordingly.
5.Revise to briefly define "breakthrough therapy designation" and "505(b)(2) regulatory
pathway" at first use.  Revise to provide the basis on which you "believe that AL001 is an
ideal candidate" for both designations.  Clarify, if true, that you currently do not qualify
for any of these programs and include balancing disclosure that there is no guarantee you
will obtain such a designation, as well as an explanation of the factors considered by the
FDA in making such a designation.  Clarify that the FDA's accelerated approval pathway
may not lead to a faster development process or regulatory review and does not increase
the likelihood that a product candidate will receive approval.  Please also remove your
disclosure that you may receive FDA approval for AL001 and AL002 in approximately
four years as this disclosure appears to be speculative at this time.
6.On page 1, balance any discussion of your belief that you can speed FDA approval, lessen
the "regulatory burden of FDA review," and that you expect your IND to be approved and
to begin Phase I clinical trials "by March 31, 2021" with the reality that you have no
control over the length of the FDA review process.  Provide us the basis for your belief
that you will receive IND approval by March 31, 2021, where you have yet to submit an
IND.
7.We note the disclosure on page 1 regarding your submission to the FDA and their
response.  Provide us with any correspondence you have received from the FDA regarding
potential products discussed in this registration statement.

 FirstName LastNameStephan Jackman
 Comapany NameAlzamend Neuro, Inc.
 January 25, 2021 Page 3
 FirstName LastNameStephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 3
Our Development Pipeline, page 2
8.Please revise your pipeline table here and on page 54 to include a column for pre-clinical
research and development, columns for each stage of clinical development (i.e., Phase 1,
Phase 2, Phase 3), and a column for marketing or regulatory approval.  Include arrows in
your revised table that show your progress for each product candidate shown in the table.
9.Revise the pipeline table to limit it to only the indications for which you will be
submitting your potential product candidates for FDA approval.  Remove the designation
“strength,” as it implies effectiveness and/or safety, which is inappropriate as discussed in
our comment above.  Revise to delete the references to when you will commence phase 1
trials, as it implies the FDA will approve your INDs.
10.Please remove your disclosure that AL001 has "the potential of becoming the replacement
for all lithium therapy on the market" as that disclosure appears to be speculative at this
time.
11.We note your disclosure in the last column of your table that for AL001 that you will be
commencing Phase I human clinical trials in Q1 2021 and that for AL002 that you will be
commencing Phase I human clinical trials in Q3 2021.  Since you have not received IND
approval for either product candidate at this time, please revise your disclosure as
appropriate.
Risks Associated with our Business, page 6
12.Revise to clarify that this section addresses the principal factors that make an investment
in your company speculative or risky, and revise any outlined risks accordingly.  Refer to
Item 105(b) of Regulation S-K.
Risk Factors, page 12
13.Although disclosure of generic risks is discouraged, to the extent any risk factor including
in your prospectus could involve any registrant or any offering, revise this section to
include all such risk factors at the end, under the caption "General Risk Factors."  Refer to
Item 105(a) of Regulation S-K and Section II.D. of Release No. 33-10825,
"Modernization of Regulation S-K Items 101, 103, and 105."
14.Revise to provide a separate risk factor to highlight the risks that Spartan Capital
Securities, LLC, must consent to any future financing, as discussed in the risk factor on
page 13.
Use of Proceeds, page 36
15.You identify several principal purposes of the offering, including “increase our
capitalization and financial flexibility, establish a public market for our common stock in
order to facilitate future access to the public equity markets,” “to continue to make
substantial expenditures to fund proprietary research and development of our AL001 and

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 Comapany NameAlzamend Neuro, Inc.
 January 25, 2021 Page 4
 FirstName LastNameStephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 4
AL002 therapeutic drug candidates and to support preclinical testing and clinical trials
necessary for regulatory filings,” for “working capital and other general corporate
purposes,” and that you “expect that the net proceeds from this offering will fund us
through receipt of topline data readouts for our planned Phase I trial of Al001, as well as
IND-enabling studies, IND application and Phase I trial of Al002.”  Where you
acknowledge the proceeds will be insufficient to fund the identified products through
regulatory approval, revise to quantify and prioritize the proceeds to be used for each
named product candidate, and otherwise revise to eliminate inconsistent disclosure.
Capitalization, page 38
16.Please clearly disclose in the notes to the capitalization table how you computed each pro
forma and pro forma as adjusted amount.  For example, we note that the pro forma
amounts reflect the conversion of all outstanding shares of series A convertible preferred
stock into 15,000,000 shares of common stock effective upon the closing of this offering.
In this regard, it is not clear why there was an increase in pro forma cash and no change to
the pro forma common stock and additional paid-in capital amounts.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Plan of Operations, page 42
17.We note your disclosure that you began a toxicological preclinical study for AL002 with
Charles River Laboratories, Inc. and that completion of this toxicological study is
anticipated to occur in the by the end of 2020.  Please update your disclosure to indicate
whether this study has been completed and its results.
Critical Accounting Policies and Estimates, page 42
18.You disclose on page F-7 that the Company’s critical accounting policies that involve
significant judgment and estimates include share-based compensation.  Please expand
your critical accounting policy disclosure related to stock-compensation to include:
•the methods that management used to determine the fair value of your shares and the
nature of the material assumptions involved;
•the extent to which the estimates are considered highly complex and subjective; and
•the estimates will not be necessary to determine the fair value of new awards once the
underlying shares begin trading.
Contractual Obligations, page 50
19.Revise to clarify to which products these licenses relate.  Also revise to disclose all the
licenses described in the risk factor on pages 13-14.
Impact of Coronavirus on Our Operations, page 50
20.As it has been almost one year since the onset of the pandemic, revise this section to
clarify what, if any, effect the pandemic has had on your operations.

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 Comapany NameAlzamend Neuro, Inc.
 January 25, 2021 Page 5
 FirstName LastNameStephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 5
21.On page 68 you state that you had one full-time employee and three part-time employees
as of December 29, 2020.  Here, you state that your offices are in Orange County, your
senior management members work in Atlanta and New York and your offices are
temporarily closed and “non-essential staff continue to work remotely.”  Revise to clarify
which employees are “non-essential” and clarify to what extent working remotely has
“adversely affected their efficiency.”
Business
Alzheimer’s Therapeutic Landscape, page 60
22.We note several URL references starting in this section.  Note that referring investors to
sources outside your filing for material information is not sufficient to meet your
disclosure obligation.  Please revise your disclosure to ensure that all material information
is included in your filing.
Current Drugs for Alzheimer’s Disease, page 60
23.You disclose 2017 data in this chart.  Please update this information.
Manufacturing, page 61
24.In the risk factor on page 16, you state that you are responsible for the manufacture of
your product candidates, but on page 61, you state this is outsourced to third-party
contractors.  Revise to clarify.
25.Revise to clarify if you have entered into agreements with Alcami and Lonza to
manufacture your products, and if so, disclose the material terms of those agreements.
Our Intellectual Property, page 67
26.With respect to the patents you license, please disclose the specific products to which such
patents relate, the type of patent protection represented by the application, such as
composition of matter, use or process, the expiration dates, the applicable jurisdictions and
whether there are any contested proceedings or third-party claims.
Facilities, page 69
27.On page 50, you state that your offices are in Orange County, California, your senior
management members work in Atlanta and New York, and your offices are temporarily
closed.  Here, you state that your corporate offices are at the University of South Florida’s
Incubator Center in Tampa, Florida.  Revise this section to clarify.
Management, page 70
28.Please file the consent of each director nominee as an exhibit to your registration
statement.  See Rule 438 of Regulation C under the Securities Act.  Should either of the
nominees have become directors of the company by the time that you amend your

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 Comapany NameAlzamend Neuro, Inc.
 January 25, 2021 Page 6
 FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 6
registration statement, please update your disclosure accordingly.
Executive Compensation, page 74
29.The disclosure in the table does not appear to correspond to the narrative disclosure that
follows.  For example you state you entered into an agreement with Mr. Jackman in
November 2018, pursuant to which he would receive a base salary of $225,000; however,
the table discloses he received a salary of $200,000 for the fiscal year ended April 30,
2020.
Certain Relationships and Related Party Transactions, page 80
30.To the extent you have not done so, revise the disclosure here to provide the information
required by Item 401(a) for each transaction since the beginning of the last fiscal year and
the two preceding fiscal years, and file the agreements as exhibits.  Refer to Instruction 1
to Item 404 of Regulation S-K and Item 601(b)(10)(ii) of Regulation S-K.  For example,
provide the name of the related person for each transaction and identify the relationship,
and file the consulting agreement with Mr. Horne, the April 10, 2018 Avalanche
agreement, the DPW December 2020 short-term advance, the pledge of the shares
purchased by ALSF, and the August 2020 DPW securities purchase agreement as
exhibits.  Revise the discussion of the April 20, 2019 securities purchase agreement to
clarify the relationship between MCKEA and ALSF.  Revise page 81 to clarify the “2019
PPM” reference, which does not appear to be otherwise identified in this section.
Principal Stockholders, page 82
31.Please revise the table to clarify how many shares Ault Life Sciences Fund, LLC currently
owns.
32.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by Spartan
Capital Securities, LLC.  Refer to Item 403 of Regulation S-K.
Description of Capital Stock, page 84
33.It appears from the disclosure here that you intend to amend your charter and bylaws prior
to the offering, yet the exhibit index lists only your current bylaws and charter.  Neither of
those contains the exclusive forum provisions or exceptions thereto discussed here and in
the risk factors.  Please provide the form of amended bylaws and charter as exhibits to
your registration statement or revise the disclosure here and on page 34.
Underwriting, page 88
34.Identify the underwriter(s) in your next amendment.

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 Comapany NameAlzamend Neuro, Inc.
 January 25, 2021 Page 7
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Alzamend Neuro, Inc.
January 25, 2021
Page 7
Financial Statements
Loss Per Common Share, pag

CORRESP
1
filename1.htm

Alzamend Neuro, Inc.

50 W. Broadway, 3rd Floor

Salt Lake City, UT 84101

December 6, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn.: Suzanne Hayes, Assistant Director

Re.:       Alzamend
Neuro, Inc. – Request for Qualification

Offering Statement on Form 1-A

Filed November 14, 2016

File No. 024-10637

Dear Ms. Hayes:

We respectfully request
that the above referenced Offering Statement on Form 1-A for Alzamend Neuro, Inc., a Delaware corporation, be declared qualified
by the Securities and Exchange Commission at 4:30 PM Eastern Time on Thursday, December 8, 2016.

Very truly yours,

ALZAMEND NEURO, INC.

        By: /s/ Philip Mansour

        Name: Philip Mansour

        Title: Chief Executive Officer

CORRESP
1
filename1.htm

October 20, 2016

United Stated Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attn.: Suzanne Hayes, Assistant Director, Office
of Healthcare and Insurance

    Re:
    Alzamend Neuro, Inc.

    Amendment No. 1

Offering Statement on Form 1-A

    Filed September 9, 2016

    File No. 367-00052

Dear Ms. Hayes:

Alzamend Neuro, Inc. (the “Company”)
hereby submits a response to certain comments made by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its letter dated October 17, 2016 (the “Comment Letter”)
relating to the Offering Statement on Form 1-A referenced above.

The Company’s responses are numbered
to correspond to the Staff’s comments but no amendment to the Form 1-A is being prepared since we strongly believe that an
amendment in response to the Comment Letter is not necessary.

Directors, Executive Officers and Corporate
Governance, page 49

Comment No 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, rather than merely before his reapplication for association with FINRA.

Response No. 1. We respectfully
request your concurrence that the following language adequately addresses your comment:

“As part of that settlement, Mr.
Ault agreed that he would make restitution to certain investors. Mr. Ault did not within the prescribed time period make a restitution
payment to certain of the investors as he was unable to locate all of them, nor did he forward the undistributed restitution in
the state where the investor was known to have resided, as directed by FINRA.”

Pursuant to the AWC, the payment was
not actually “required to be paid within 120 days of the FINRA settlement” so the above language does not refer to
a specific time period.

If you do concur, we hereby undertake
to replace the current disclosure with the statements immediately above in the Company’s next amendment, whether that be
the final amendment or one that incorporates responses to any additional comments you may have.

The Company does not presently plan to engage
a member of FINRA in connection with its offering. While the Company is not presently seeking qualification of Amendment No. 1,
the Company hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, qualify the filing,
it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in qualifying
the filing, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and

 · the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Should you have
any questions regarding the foregoing, please do not hesitate to contact the undersigned at (949) 346-5822 or our counsel Henry
Nisser at (212) 930-9700.

Very truly yours,

/s/ Will Horne

Chief Financial
Officer

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

October  5, 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.  If
you do not believe our comment applies to your facts and circumstances, please tell us why in
your response.

Unless we note otherwise, our references to prior comments are to comments in our
September 15, 2016 letter.

1. We acknowledge your response to  our prior comment 1.  However, only triggering events
under Rule 262(a)(3) and (5) that occurred before June 19, 2015 do not cause
disqualification.  For reference, see Rule 262(b)(1) of Regulation A.  Because Mr. Ault’s
disqualification is pursuant to Ru le 262(a)(6), we do not believe the exemption under
Regulation A is available.  Please withdraw the Form 1 -A.  For reference, see Rule
259(a) of Regulation A.

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 statements 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

Mail Stop 4546
September 15, 2016

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

Re: Alzamend Neuro, Inc.
Offering Statement  on Form 1-A
Filed August 19, 2016
  File No.  367-00052

Dear Mr. Mansour :

We have reviewed your offering statement and have the following comments.  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 comments apply 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 these comments, we may have additional comments.

We urge all persons who are responsible for the accuracy and ad equacy of the disclosure
in the filing to be certain that the filing includes the information Regulation A under the
Securities Act requires.  Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

General

1. We note your certification under Item 3 of Part I that each person described in Rule 262
of Regulation A is either not disqualified under that rule or is disqualified but has
received a waiver of such disqualification.  However, we note your disclosure on page 48
of Part II that Milton C. Ault, III was suspended in 2012 from association with a FINRA
member firm for two years and is currently ineligible to apply for asso ciation with
FINRA.  Because of this suspension, it appears that the exemption under Regulation A is
unavailable pursuant to Rule 262(a)(6) of Regulation A.  Please tell us whether you have

Philip Mansour
Alzamend Neuro, Inc.
September 15, 2016
Page 2

 received, or intend to apply for, a waiver from such disqualificat ion.  Please note that we
will not continue our review of the offering statement while any person described in Rule
262 is subject to disqualification under the rule.

Part II – Offering Circular
Use of Proceeds, page 26

2. Please revise your disc losure to state whether any of the proceeds will be used to
compensate or otherwise make payments to your officers or directors.  Refer to
Instruction 2 to Item 6 of Part II of the Form 1 -A.

3. Please describe any anticipated material changes in the use of p roceeds if all of the
securities being qualified in the offering statement are not sold.   Please expand to show a
reasonable range of the use  of net proceeds assuming the sale of only certain percentages
of the securities are sold.  Refer to Instruction 3  to Item 6 of Part II of the Form 1 -A.

Management’s Discussion and Analysis of Financial Condition . . . , page 29

4. Please revise your filing to describe your plan of operation for the 12 months following
the commencement of the proposed offering, includi ng whether the proceeds from the
offering will satisfy your cash requirements for the next six months.  If this information is
not available, state the reasons for its unavailability.  Refer to Item 9(c) of Part II of the
Form 1 -A.

Plan of Distribution, p age 53

5. Please provide us with an analysis supporting your conclusions regarding the availability
of the safe harbor or Rule 3a4 -1 of the Exchange Act for the participation of your officers
and directors in your offering.

We will consider qualifying your  offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

In the  event you ask us to qualify your offering statement , please provide  a written
statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, qualify the
filing, it does not foreclose the Commiss ion from taking any action with respect to the
filing;

Philip Mansour
Alzamend Neuro, Inc.
September 15, 2016
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
qualifying the  filing, does not relieve the company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

 the company ma y not assert staff comments and/or qualification as a defense in any
proceeding initiated by the Commissio n or any person under the federal securities laws of
the United States.

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