Sec Form 13D Filing - AULT MILTON C III filing for ALZAMEND NEURO INC JUL (ALZN) - 2021-08-04

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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. 1)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 AULT GLOBAL 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)

 

July 30, 2021

(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 
 

 

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

 

36,761,555(2) (3)

9

SOLE DISPOSITIVE POWER

 

2,500,000(1)

10

SHARED DISPOSITIVE POWER

 

36,761,555 (2) (3)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

39,261,555

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.3%

14

TYPE OF REPORTING PERSON

 

IN

 

(1)

Represents 2,500,000 shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.

(2) Represents (i) 16,667 shares of Common Stock underlying currently exercisable warrants held by Ault Global Holdings, Inc., (ii) 15,000,000 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) 6,681,888 shares of Common Stock held by Digital Power Lending, LLC, and (vi) 63,000 shares of Common Stock underlying currently exercisable call options (right to buy) held by Digital Power Lending, LLC.

(3)

Excludes 2,000,000 shares of Common Stock underlying currently exercisable warrants held by Digital Power Lending, LLC due to a beneficial ownership blocker limitation provision contained therein.

 

 2 
 

 

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

 

2,652,778(1)

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

2,652,778 (1)

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,652,778

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON

 

IN

 

(1)

Represents 2,652,778 shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.

 

 3 
 

 

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

 

755,208(1)

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

755,208(1)

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

755,208

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14

TYPE OF REPORTING PERSON

 

IN

 

(1)

Represents 755,208 shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.

 

 4 
 

 

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

 

1,031,250(1)

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

1,031,250(1)

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,031,250

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.2%

14

TYPE OF REPORTING PERSON

 

IN

 

(1)

Represents 1,031,250 shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.

 

 5 
 

 

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

 

815,542(1)

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

815,542(1)

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

815,542

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14

TYPE OF REPORTING PERSON

 

IN

 

(1)

Represents (i) 18,000 shares of Common Stock, (ii) 9,000 shares of Common Stock underlying currently exercisable warrants and (iii) 788,542 shares of Common Stock underlying stock options currently exercisable or exercisable within 60 days.

 

 6 
 

 

1

NAME OF REPORTING PERSON

 

AULT GLOBAL 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

 

6,744,888(2) (3)

9

SOLE DISPOSITIVE POWER

 

16,667(1)

10

SHARED DISPOSITIVE POWER

 

6,744,888(2) (3)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,761,555

12 CHECK BOX IF THE AGGREGA TE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9%

14

TYPE OF REPORTING PERSON

 

CO

 

(1) Represents 16,667 shares of Common Stock underlying currently exercisable warrants.
(2)

Represents (i) 6,681,888 shares of Common Stock held by Digital Power Lending, LLC and (ii) 63,000 shares of Common Stock underlying currently exercisable call options (right to buy) held by Digital Power Lending, LLC.

(3)

Excludes 2,000,000 shares of Common Stock underlying currently exercisable warrants held by Digital Power Lending, LLC due to a beneficial ownership blocker limitation provision contained therein.

 

 7 
 

 

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

 

15,000,000

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

15,000,000

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)

 

17.6%

14

TYPE OF REPORTING PERSON

 

CO

 

 8 
 

 

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 ORGANIZATIO N

 

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)

 

16.6%

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.

 

 9 
 

 

1

NAME OF REPORTING PERSON

 

DIGITAL POWER 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

 

6,744,888(1) (2)

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

6,744,888(1) (2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,744,888

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9%

14

TYPE OF REPORTING PERSON

 

OO

 

(1)

Represents (i) 6,681,888 shares of Common Stock held by Digital Power Lending, LLC and (ii) 63,000 shares of Common Stock underlying currently exercisable call options (right to buy) held by Digital Power Lending, LLC.

(2)

Excludes 2,000,000 shares of Common Stock underlying currently exercisable warrants held by Digital Power Lending, LLC due to a beneficial ownership blocker limitation provision contained therein.

 

 10 
 

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”) on June 25, 2021 (the “Schedule 13D”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Except as otherwise specified in this Amendment No. 1, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

The securities of the Issuer purchased by each of Ault Global Holdings, Inc., Ault Life Sciences, Inc., Ault Life Sciences Fund, LLC and Digital Power Lending, LLC were purchased with working capital. The Shares purchased by Mr. 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 Ault Global Holdings, Inc. is approximately $0. The aggregate purchase price of the 15,000,000 Shares directly owned by Ault Life Sciences, Inc. is approximately $8,000. 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 6,681,888 Shares, warrants currently exercisable (subject to beneficial ownership limitations contained therein) into 2,000,000 Shares, and call options (right to buy) currently exercisable into 63,000 Shares owned directly by Digital Power Lending, LLC is approximately $17,842,966. The aggregate purchase price of the 18,000 Shares and warrants currently exercisable into 9,000 Shares owned directly by Mr. Katzoff is approximately $27,000.

 

Item 5.Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 85,304,525 Shares outstanding, which is the total number of Shares outstanding as of July 20, 2021 as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on July 29, 2021.

 

A.Milton C. Ault, III

 

(a) As of the close of business on August 3, 2021, Mr. Ault may be deemed to beneficially own 39,261,555 Shares, consisting of (i) 16,667 shares of Common Stock underlying currently exercisable warrants held by Ault Global Holdings, Inc., (ii) 15,000,000 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) 6,681,888 shares of Common Stock held by Digital Power Lending, LLC, and (vi) 63,000 shares of Common Stock underlying currently exercisable call options (right to buy) held by Digital Power Lending, LLC. This excludes 2,000,000 shares of Common Stock underlying currently exercisable warrants held by Digital Power 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 Ault Global Holdings, Inc., Ault Life Sciences, Inc., Ault Life Sciences Fund, LLC and Digital Power Lending, LLC by virtue of his relationships with such entities described in Item 2.

 

Percentage: 42.3%

 

 11 
 

 

(b)1. Sole power to vote or direct vote: 2,500,000
  

2. Shared power to vote or direct vote: 36,761,555

  3. Sole power to dispose or direct the disposition: 2,500,000
  

4. Shared power to dispose or direct the disposition: 36,761,555

 

(c)Mr. Ault has not entered into any transactions in the Shares during the past sixty days.

 

B.William B. Horne

 

(a) As of the close of business on August 3, 2021, Mr. Horne may be deemed to beneficially own 2,652,778 Shares, consisting of Shares underlying stock options currently exercisable or exercisable within 60 days.

 

Percentage: 3.0%

 

(b) 1. Sole power to vote or direct vote: 2,652,778
  2. Shared power to vote or direct vote: 0
   3. Sole power to dispose or direct the disposition: 2,652,778
  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.

 

C.Henry C.W. Nisser

 

(a) As of the close of business on August 3, 2021, Mr. Nisser may be deemed to beneficially own 755,208 Shares, consisting of Shares underlying stock options currently exercisable or exercisable within 60 days.

 

Percentage: Less than 1%

 

< td> 
(b) 1. Sole power to vote or direct vote: 755,208
  2. Shared power to vote or direct vote: 0
  3. Sole power to dispose or direct the disposition: 755,208
  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.

 

D.Kenneth S. Cragun

 

(a) As of the close of business on August 3, 2021, Mr. Cragun may be deemed to beneficially own 1,031,250 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: 1,031,250
  2. Shared power to vote or direct vote: 0
   3. Sole power to dispose or direct the disposition: 1,031,250
  4. Shared power to dispose or direct the disposition: 0

 

 12 
 

 

(c)Mr. Cragun has not entered into any transactions in the Shares during the past sixty days.

 

E. David J. Katzoff

 

(a)

As of the close of business on August 3, 2021, Mr. Katzoff may be deemed to beneficially own 815,542 Shares, consisting of (i) 18,000 Shares held directly by him, (ii) 9,000 Shares underlying currently exercisable warrants and (iii) 788,542 Shares underlying stock options currently exercisable or exercisable within 60 days.

 

Percentage: Less than 1%

 

(b) 1. Sole power to vote or direct vote: 815,542

2. Shared power to vote or direct vote: 0 

3. Sole power to dispose or direct the disposition: 815,542

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.

 

F.Ault Global Holdings, Inc.

 

(a) As of the close of business on August 3, 2021, Ault Global Holdings, Inc. may be deemed to beneficially own 6,761,555 Shares, consisting of (i) 16,667 Shares underlying currently exercisable warrants held directly by it, (ii) 6,681,888 shares of Common Stock held by Digital Power Lending, LLC and (iii) 63,000 shares of Common Stock underlying currently exercisable call options (right to buy) held by Digital Power Lending, LLC. This excludes 2,000,000 shares of Common Stock underlying currently exercisable warrants held by Digital Power Lending, LLC due to a beneficial ownership blocker limitation provision contained therein. Ault Global Holdings, Inc. may be deemed to beneficially own the Shares beneficially owned by Digital Power Lending, LLC by virtue of its relationship with such entity described in Item 2.

 

Percentage: 7.9%

 

(b) 1. Sole power to vote or direct vote: 16,667

2. Shared power to vote or direct vote: 6,744,888

3. Sole power to dispose or direct the disposition: 16,667

4. Shared power to dispose or direct the disposition: 6,744,888

 

(c)Ault Global 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 close of business on August 3, 2021, Ault Life Sciences, Inc. may be deemed to beneficially own 15,000,000 Shares held directly by it.

 

 13 
 

 

Percentage: 17.6%

 

(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, Inc. has not entered into any transactions in the Shares during the past sixty days, except that Ault Life Sciences, Inc. received 15,000,000 Shares upon the conversion of Series A Preferred Stock at the effectiveness of the Issuer’s initial public offering on June 14, 2021.

 

H.Ault Life Sciences Fund, LLC

 

(a)

As of the close of business on August 3, 2021, 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: 16.6%

 

(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.

 

I.Digital Power Lending, LLC

 

(a)

As of the close of business on August 3, 2021, Digital Power Lending, LLC may be deemed to beneficially own 6,744,888 Shares, consisting of (i) 6,681,888 Shares held directly by it and (ii) 63,000 shares of Common Stock underlying currently exercisable call options (right to buy). This excludes 2,000,000 shares of Common Stock underlying currently exercisable warrants held directly by it due to a beneficial ownership blocker limitation provision contained therein.

 

Percentage: 8.0%

 

(b)1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 6,744,888

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 6,744,888

 

(c)

Except for transactions previously reported on the Schedule 13D, the transactions in the Shares by Digital Power Lending, LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

 14 
 

 

The filing of this Schedule 13D 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.

 

(e)Not applicable.

 

 15 
 

 

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: August 4, 2021

 

    AULT GLOBAL 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

 

    DIGITAL POWER LENDING, LLC

/s/ Kenneth S. Cragun

     
KENNETH S. CRAGUN   By:

/s/ David J. Katzoff

      Name: David J. Katzoff
      Title: Manager

 

   
   
/s/ David J. Katzoff  
DAVID J. KATZOFF  
   

 

 16 
 

 

SCHEDULE A

 

Transactions in the Shares of Common Stock Within the Last Sixty Days

 

Digital Power Lending, LLC

 

Nature of the
Transaction
Shares of Common
Stock Purchased/(Sold)
Price Per Share ($) Date of
Purchase/Sale
Purchase of Common
Stock
14,000 8.7876 06/25/2021
Purchase of Common
Stock
9,000 9.6141 06/28/2021
Purchase of Common
Stock
1,300 9.8339 06/29/2021
Sale of Common Stock (300) 10.0598 06/29/2021
Purchase of Common
Stock
15,500 7.7509 07/01/2021
Purchase of Common
Stock
10,500 7.1926 07/02/2021
Purchase of Common
Stock
7,000 7.0704 07/06/2021
Purchase of Common
Stock
5,000 6.2933 07/07/2021
Purchase of Common
Stock
2,000 6.075 07/08/2021
Purchase of Common
Stock
8,100 6.1496 07/12/2021
Purchase of Common
Stock
900 6.2633 07/13/2021
Purchase of Common
Stock
5,500 6.1249 07/14/2021
Purchase of Common
Stock
700 6.3254 07/15/2021
Sale of Common Stock (300) 6.9203 07/15/2021
Purchase of Common
Stock
600 6.2333 07/16/2021
Purchase of Common
Stock
4,000 5.4125 07/29/2021
Purchase of Common
Stock
3,000 5.2015 07/20/2021
Purchase of Common
Stock
500 5.4544 07/21/2021
Purchase of Common
Stock
5,000 5.7576 07/23/2021
Purchase of Common
Stock
3,500 4.9424 07/26/2021

 

 17 
 

 

Purchase of Common
Stock
4,000 4.3668 07/27/2021
Purchase of Common
Stock
5,000 4.5687 07/30/2021
Purchase of Common
Stock
1,333,333 1.50 07/30/2021
Purchase of Common
Stock Warrant
666,667 0.00 (received as additional consideration for purchase of common stock) 07/30/2021
Purchase of Common
Stock
1,500 4.5633 08/02/2021
Purchase of Common
Stock
500 4.35 08/03/2021

 

Transactions in Warrants Within the Last Sixty Days

 

Digital Power Lending, LLC

 

Nature of the
Transaction
Number of
Shares
Underlying
Warrant
Warrant
Purchase Price
($)

 

 

Expiration
Date

 

 

Exercise
Price ($)

Date of
Purchase/Sale
Purchase of
Common
Stock Warrant
666,667 0.00 (received as additional consideration for purchase of common stock)

 

 

 

July 29, 2026

 

 

 

 

3.00

07/30/2021

 

Transactions in Options Within the Last Sixty Days

 

Digital Power Lending, LLC

 

Nature of the
Transaction
Number of
Shares
Underlying
Option
Option Purchase
Price ($)

 

 

Expiration
Date

 

 

Exercise
Price ($)

Date of
Purchase/Sale
Purchase of
Call Option
(Right to Buy)
1,200 2,246.16

 

February 18, 2022

 

 

7.50

07/22/2021
Purchase of
Call Option
(Right to Buy)
2,000 4,020.28

 

February 18, 2022

 

 

5.00

07/26/2021
Purchase of
Call Option
(Right to Buy)
1,000 1,255.14

 

February 18, 2022

 

 

10.00

07/26/2021

 

 18 
 

 

Purchase of
Call Option
(Right to Buy)
800 1,004.11

 

February 18, 2022

 

 

7.50

07/27/2021
Purchase of
Call Option
(Right to Buy)
1,000 1,755.14

 

February 18, 2022

 

 

5.00

07/27/2021
Purchase of
Call Option
(Right to Buy)
1,000 904.14

 

February 18, 2022

 

 

10.00

07/27/2021
Purchase of
Call Option
(Right to Buy)
1,000 955.14

 

February 18, 2022

 

 

7.50

07/30/2021
Purchase of
Call Option
(Right to Buy)
2,000 3,110.28

 

February 18, 2022

 

 

5.00

07/30/2021
Purchase of
Call Option
(Right to Buy)
1,000 805.14

 

February 18, 2022

 

 

10.00

07/30/2021
Purchase of
Call Option
(Right to Buy)
50,000 5,256.90

 

August 20, 2021

 

 

10.00

07/30/2021
Purchase of
Call Option
(Right to Buy)
1,000 705.12

 

February 18, 2022

 

 

10.00

08/03/2021
Purchase of
Call Option
(Right to Buy)
1,000 2,285.12

 

February 18, 2022

 

 

2.50

08/03/2021

 

 

19