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.
 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
FirstName LastNameStephan Jackman
       3.3), revise the Choice of Forum section on page 93 to clarify that the
choice of forum
Comapany    NameAlzamend
       provision  is found in Neuro, Inc.
                              your "Amended   and Restated Bylaws." Tell us why
you have
       retained
April 20,       your 2prior bylaws as an exhibit if they are no longer in
effect.
          2021 Page
FirstName LastName
 Stephan Jackman
FirstName   LastNameStephan Jackman
Alzamend Neuro,   Inc.
Comapany
April       NameAlzamend Neuro, Inc.
       20, 2021
April 320, 2021 Page 3
Page
FirstName LastName
        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.