UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
§ 240.13d-2(a)
(Amendment No. 3)1
Alzamend Neuro, Inc.
(Name of Issuer)
Common Stock, par value
$0.0001 per share
(Title of Class of Securities)
02262M308
(CUSIP Number)
MILTON C. AULT, III
c/o BITNILE HOLDINGS,
INC.
11411
Southern Highlands Parkway, Suite 240
Las
Vegas, NV 89141
(949)
444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 11, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies
are to be sent.
_______________
1 The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1 |
NAME OF REPORTING PERSON
MILTON C. AULT, III |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF, OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
2,500,000(1) |
8 |
SHARED VOTING POWER
41,321,652(2) (3) |
9 |
SOLE DISPOSITIVE POWER
2,500,000(1) |
10 |
SHARED DISPOSITIVE POWER
41,321,652 (2) (3) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,821,652 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2% |
14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Represents shares of Common Stock. |
| (2) | Represents (i) 16,667 shares of Common
Stock underlying currently exercisable warrants held by BitNile Holdings, Inc., (ii) 14,942,984
shares of Common Stock held by Ault Life Sciences, Inc., (iii) 10,000,000 shares of Common
Stock held by Ault Life Sciences Fund, LLC, (iv) 5,000,000 shares of Common Stock underlying
currently exercisable warrants held by Ault Life Sciences Fund, LLC, (v) 11,037,001 shares
of Common Stock held by Ault Lending, LLC (formerly, Digital Power Lending, LLC), and (vi)
325,000 shares of Common Stock held by Ault Alpha LP. |
| (3) | Excludes 3,333,333 shares of Common
Stock underlying currently exercisable warrants held by Ault Lending, LLC due to a beneficial
ownership blocker limitation provision contained therein. |
1 |
NAME OF REPORTING PERSON
WILLIAM B. HORNE |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
2,692,696(1) |
8 |
SHARED VOTING POWER
- 0 - |
9 |
SOLE DISPOSITIVE POWER
2,692,696 (1) |
10 |
SHARED DISPOSITIVE POWER
- 0 - |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,692,696 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% |
14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Represents (i) 500,000 shares of
Common Stock, and (ii) 2,192,696 shares of Common Stock underlying stock options currently
exercisable or exercisable within 60 days. |
1 |
NAME OF REPORTING PERSON
HENRY C.W. NISSER |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
1,145,848(1) |
8 |
SHARED VOTING POWER
- 0 - |
9 |
SOLE DISPOSITIVE POWER
1,145,848 (1) |
10 |
SHARED DISPOSITIVE POWER
- 0 - |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,145,848 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% |
14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Represents 1,145,848 shares of Common
Stock underlying stock options currently exercisable or exercisable within 60 days. |
1 |
NAME OF REPORTING PERSON
KENNETH S. CRAGUN |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
1,500,000(1) |
8 |
SHARED VOTING POWER
- 0 - |
9 |
SOLE DISPOSITIVE POWER
1,500,000 (1) |
10 |
SHARED DISPOSITIVE POWER
- 0 - |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% |
14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Represents 1,500,000 shares of Common
Stock underlying stock options currently exercisable or exercisable within 60 days. |
1 |
NAME OF REPORTING PERSON
DAVID J. KATZOFF |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
PF, OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
1,294,251 (1) |
8 |
SHARED VOTING POWER
- 0 - |
9 |
SOLE DISPOSITIVE POWER
1,294,251 (1) |
10 |
SHARED DISPOSITIVE POWER
- 0 - |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,294,251 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% |
14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Represents (i) 28,000 shares of Common
Stock, (ii) 9,000 shares of Common Stock underlying currently exercisable warrants and (iii)
1,257,251 shares of Common Stock underlying stock options currently exercisable or exercisable
within 60 days. |
1 |
NAME OF REPORTING PERSON
BITNILE HOLDINGS, INC. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
16,667(1) |
8 |
SHARED VOTING POWER
11,037,001(2) (3) |
9 |
SOLE DISPOSITIVE POWER
16,667(1) |
10 |
SHARED DISPOSITIVE POWER
11,037,001(2) (3) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,053,668 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5% |
14 |
TYPE OF REPORTING PERSON
CO |
| (1) | Represents 16,667 shares of Common
Stock underlying currently exercisable warrants. |
| (2) | Represents 11,037,001 shares of Common
Stock held by Ault Lending, LLC. |
| (3) | Excludes 3,333,333 shares of Common
Stock underlying currently exercisable warrants held by Ault Lending, LLC due to a beneficial
ownership blocker limitation provision contained therein. |
1 |
NAME OF REPORTING PERSON
AULT LIFE SCIENCES, INC. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
8 |
SHARED VOTING POWER
14,942,984 |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
14,942,984 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,942,984 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5% |
14 |
TYPE OF REPORTING PERSON
CO |
1 |
NAME OF REPORTING PERSON
AULT LIFE SCIENCES FUND, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC, OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
8 |
SHARED VOTING POWER
15,000,000(1) |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
15,000,000(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8% |
14 |
TYPE OF REPORTING PERSON
OO |
| (1) | Represents (i) 10,000,000 shares of Common Stock held by Ault Life Sciences Fund, LLC and (ii) 5,000,000
shares of Common Stock underlying currently exercisable warrants held by Ault Life Sciences Fund, LLC. |
1 |
NAME OF REPORTING PERSON
AULT LENDING, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC, OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
8 |
SHARED VOTING POWER
11,037,001(1) (2) |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
11,037,001(1) (2) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,037,001 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4% |
14 |
TYPE OF REPORTING PERSON
OO |
| (1) | Represents 11,037,001 shares of Common
Stock held by Ault Lending, LLC. |
| (2) | Excludes 3,333,333 shares of Common
Stock underlying currently exercisable warrants held by Ault Lending, LLC due to a beneficial
ownership blocker limitation provision contained therein. |
1 |
NAME OF REPORTING PERSON
AULT ALPHA LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
8 |
SHARED VOTING POWER
325,000 (1) |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
325,000 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,000 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% |
14 |
TYPE OF REPORTING PERSON
OO |
| (1) | Represents 325,000 shares of Common
Stock held by Ault Alpha LP. |
The
following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule
13D filed by the undersigned on June 25, 2021 and amended on August 4, 2021 and April 28,
2022 (the “Schedule 13D”). This Amendment No. 3 amends the Schedule 13D
as specifically set forth herein. Except as otherwise specified in this Amendment No. 3,
all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment
No. 3 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule
13D.
| Item 2. | Identity and Background. |
Item 2 of the
Schedule 13D is hereby amended as follows:
All references to “Digital
Power Lending, LLC” are hereby replaced with “Ault Lending, LLC”, which entity changed its name subsequent to the Schedule
13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
The securities of the Issuer
purchased by each of BitNile Holdings, Inc., Ault Life Sciences, Inc., Ault Life Sciences Fund, LLC and Ault Alpha LP were purchased
with working capital. The securities of the Issuer acquired by Ault Lending, LLC were acquired with working capital, except for 933,334
shares issued for marketing and brand development services provided by BitNile Holdings, Inc., its parent entity. The Shares purchased
by Messrs. Ault, Horne and Katzoff were purchased with personal funds. The stock options owned by Messrs. Ault, Horne, Nisser, Cragun
and Katzoff were awarded to them in their capacities as officers and/or directors of the Issuer. The aggregate purchase price of the
warrants currently exercisable into 16,667 Shares owned directly by BitNile Holdings, Inc. is approximately $0. The aggregate purchase
price of the 14,942,984 Shares directly owned by Ault Life Sciences, Inc. is approximately $7,970. The aggregate purchase price of the
10,000,000 Shares and warrants currently exercisable into 5,000,000 Shares owned directly by Ault Life Sciences Fund, LLC is approximately
$15,000,000. The aggregate purchase price of the 11,037,001 Shares and warrants currently exercisable (subject to beneficial ownership
limitations contained therein) into 3,333,333 Shares owned directly by Ault Lending, LLC is approximately $24,402,996, which includes
marketing and brand development services valued at $1.4 million. The aggregate purchase price of the 2,500,000 Shares owned directly
by Mr. Ault is $1,000. The aggregate purchase price of the 500,000 Shares owned directly by Mr. Horne is $200. The aggregate purchase
price of the 28,000 Shares and warrants currently exercisable into 9,000 Shares owned directly by Mr. Katzoff is approximately $38,092.
The aggregate purchase price of the 325,000 Shares owned directly by Ault Alpha LP is approximately $237,100.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
The
aggregate percentage of Shares reported owned by each Reporting Person is based upon 96,415,124 Shares outstanding, which is the total
number of Shares outstanding as of November 11, 2022 as reported by the Issuer to the Reporting Persons.
| (a) | As of the date hereof, Mr. Ault may be
deemed to beneficially own 43,821,652 Shares, consisting of (i) 16,667 Shares underlying
currently exercisable warrants held by BitNile Holdings, Inc., (ii) 14,942,984 Shares held
by Ault Life Sciences, Inc., (iii) 10,000,000 Shares held by Ault Life Sciences Fund, LLC,
(iv) 5,000,000 Shares underlying currently exercisable warrants held by Ault Life Sciences
Fund, LLC, (v) 11,037,001 Shares held by Ault Lending, LLC, and (vi) 325,000 Shares held
by Ault Alpha LP. This excludes 3,333,333 Shares underlying currently exercisable warrants
held by Ault Lending, LLC due to a beneficial ownership blocker limitation provision contained
therein. Mr. Ault may be deemed to beneficially own the Shares beneficially owned by BitNile
Holdings, Inc., Ault Life Sciences, Inc., Ault Life Sciences Fund, LLC, Ault Lending, LLC
and Ault Alpha LP by virtue of his relationships with such entities described in Item 2. |
Percentage: 43.2%
| (b) | 1. Sole power to vote or direct vote: 2,500,000 |
2. Shared power to vote or direct
vote: 41,321,652
3. Sole power to dispose or direct
the disposition: 2,500,000
4. Shared power to dispose or
direct the disposition: 41,321,652
| (c) | Mr. Ault has not entered into any transactions in the Shares during the past sixty days. |
| (a) | As of the date hereof, Mr. Horne may
be deemed to beneficially own 2,692,696 Shares, consisting of (i) 500,000 Shares and (ii)
2,192,696 Shares underlying stock options currently exercisable or exercisable within 60
days. |
Percentage: 2.7%
| (b) | 1. Sole power to vote or direct vote:
2,692,696 |
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or
direct the disposition: 2,692,696
4. Shared power to dispose or direct
the disposition: 0
| (c) | Mr. Horne has not entered into any transactions in the Shares during the past sixty days. |
| (a) | As of the date hereof, Mr. Nisser
may be deemed to beneficially own 1,145,848 Shares, consisting of Shares underlying stock
options currently exercisable or exercisable within 60 days. |
Percentage: 1.2%
| (b) | 1. Sole power to vote or direct vote:
1,145,848 |
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or
direct the disposition: 1,145,848
4. Shared power to dispose or direct
the disposition: 0
| (c) | Mr. Nisser has not entered into any transactions in the Shares during the past sixty days. |
| (a) | As of the date hereof, Mr. Cragun may
be deemed to beneficially own 1,500,000 Shares, consisting of Shares underlying stock
options currently exercisable or exercisable within 60 days. |
Percentage: 1.5%
| (b) | 1. Sole power to vote or direct vote:
1,500,000 |
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or
direct the disposition: 1,500,000
4. Shared power to dispose or direct
the disposition: 0
| (c) | Mr. Cragun has not entered into any transactions in the Shares during the past sixty days. |
| (a) | As of the date hereof, Mr. Katzoff may
be deemed to beneficially own 1,294,251 Shares, consisting of (i) 28,000 Shares held
directly by him, (ii) 9,000 Shares underlying currently exercisable warrants and (iii)
1,052,083 Shares underlying stock options currently exercisable or exercisable within
60 days. |
Percentage: 1.3%
| (b) | 1. Sole power to vote or direct vote:
1,294,251 |
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or
direct the disposition: 1,294,251
4. Shared power to dispose or direct
the disposition: 0
| (c) | Mr. Katzoff has not entered into any transactions in the Shares during the past sixty days. |
| (a) | As of the date hereof, BitNile Holdings,
Inc. may be deemed to beneficially own 11,053,668 Shares, consisting of (i) 16,667 Shares
underlying currently exercisable warrants held directly by it, and (ii) 11,037,001 Shares
held by Ault Lending, LLC. This excludes 3,333,333 Shares underlying currently exercisable
warrants held by Ault Lending, LLC due to a beneficial ownership blocker limitation provision
contained therein. BitNile Holdings, Inc. may be deemed to beneficially own the Shares beneficially
owned by Ault Lending, LLC by virtue of its relationship with such entity described in Item
2. |
Percentage: 11.5%
| (b) | 1. Sole power to vote or direct vote: 16,667 |
2. Shared power to vote or direct
vote: 11,037,001
3. Sole power to dispose or direct
the disposition: 16,667
4. Shared power to dispose or
direct the disposition: 11,037,001
| (c) | BitNile Holdings, Inc. has not entered
into any transactions in the Shares during the past sixty days. |
| G. | Ault Life Sciences, Inc. |
| (a) | As of the date hereof, Ault Life Sciences,
Inc. may be deemed to beneficially own 14,942,984 Shares held directly by it. |
Percentage: 15.5%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct
vote: 14,942,984
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or
direct the disposition: 14,942,984
| (c) | Ault Life Sciences, Inc. has not entered
into any transactions in the Shares during the past sixty days. |
| H. | Ault Life Sciences Fund, LLC |
| (a) | As of the date hereof, Ault Life Sciences
Fund, LLC may be deemed to beneficially own 15,000,000 Shares, consisting of (i) 10,000,000
Shares held directly by it and (ii) 5,000,000 Shares underlying currently exercisable warrants. |
Percentage: 14.8%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct
vote: 15,000,000
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or direct
the disposition: 15,000,000
| (c) | Ault Life Sciences Fund, LLC has not entered into any transactions in the Shares during the past sixty
days. |
| (a) | As of the date hereof, Ault Lending,
LLC may be deemed to beneficially own 11,037,001 Shares held directly by it. This excludes
3,333,333 Shares underlying currently exercisable warrants held directly by it due to a beneficial
ownership blocker limitation provision contained therein. |
Percentage: 11.4%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct
vote: 11,037,001
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or
direct the disposition: 11,037,001
| (c) | The transactions in the Shares by Ault
Lending, LLC during the past sixty days are set forth in Schedule A and are incorporated
herein by reference. |
| (a) | As of the date hereof, Ault Alpha LP
may be deemed to beneficially own 325,000 Shares, consisting of Shares held directly by it. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote:
0 |
2. Shared power to vote or direct
vote: 325,000
3. Sole power to dispose or
direct the disposition: 0
4. Shared power to dispose or
direct the disposition: 325,000
| (c) | Ault Alpha LP has not entered into any
transactions in the Shares during the past sixty days. |
The filing of this Amendment
No. 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons
specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended
to add the following paragraph:
In November 2022,
the Issuer entered into an agreement for marketing and brand development services with BitNile Holdings, Inc., pursuant to which BitNile
Holdings, Inc. agreed to provide advertising, marketing, consulting, creative and/or digital services for the Issuer, for a fee of $1.4
million. The Issuer had the right, in its election, to pay the fee in cash or Shares, with the Shares to be valued at $1.50 per Share.
On November 11, 2022, the Issuer elected to pay the fee in Shares, and issued 933,334 Shares to Ault Lending, LLC, a wholly owned subsidiary
of BitNile Holdings, Inc. A copy of the agreement for marketing and brand development services is attached as an exhibit hereto and is
incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: November 15, 2022
|
|
BITNILE HOLDINGS, INC. |
/s/ Milton C. Ault, III |
|
|
|
MILTON C. AULT, III |
|
By: |
/s/ Milton C. Ault, III |
|
|
|
Name: |
Milton C. Ault, III |
|
|
|
Title: |
Executive Chairman |
|
|
AULT LIFE SCIENCES, INC. |
/s/ William B. Horne |
|
|
|
WILLIAM B. HORNE |
|
By: |
/s/ Milton C. Ault, III |
|
|
|
Name: |
Milton C. Ault, III |
|
|
|
Title: |
Chief Executive Officer |
|
|
AULT LIFE SCIENCES FUND, LLC |
/s/ Henry C.W. Nisser |
|
|
|
HENRY C.W. NISSER |
|
By: |
/s/ Milton C. Ault, III |
|
|
|
Name: |
Milton C. Ault, III |
|
|
|
Title: |
Managing Member |
|
|
AULT ALPHA LP |
/s/ Kenneth S. Cragun |
|
|
|
KENNETH S. CRAGUN |
|
By: |
/s/ Milton C. Ault, III |
|
|
|
Name: |
Milton C. Ault, III |
|
|
|
Title: |
Manager of Ault Alpha GP LLC, the general partner |
|
|
AULT LENDING, LLC |
/s/ David J. Katzoff |
|
|
|
DAVID J. KATZOFF |
|
By: |
/s/ David J. Katzoff |
|
|
|
Name: |
David J. Katzoff |
|
|
|
Title: |
Manager |
SCHEDULE A
Transactions in the Shares of Common Stock
Within the Last Sixty Days
Ault Lending, LLC
Nature of the Transaction |
Shares
of Common Stock
Purchased / (Sold) |
Price
Per Share ($) |
Date
of
Transaction |
Purchase
of Common Stock |
73,500 |
0.9450 |
09/23/2022 |
Purchase
of Common Stock |
3,500 |
1.1865 |
09/26/2022 |
Purchase
of Common Stock |
1,000 |
1.4293 |
10/06/2022 |
Purchase
of Common Stock |
2,000 |
1.2334 |
10/12/2022 |
Purchase
of Common Stock |
6,000 |
1.1893 |
10/31/2022 |
Purchase
of Common Stock |
1,000 |
1.1299 |
11/02/2022 |
Shares
of Common Stock Received for Marketing and Brand Development Services |
933,334 |
1.50 |
11/11/2022 |
18
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