Sands Capital reports 6.1% Alamar Biosciences (ALMR) stake and board change

Rhea-AI Filing Summary

Alamar Biosciences, Inc. shareholder Sands Capital Life Sciences Pulse Fund II, L.P. reports beneficial ownership of 4,230,926 shares of common stock, or about 6.1% of the company. This percentage is based on 69,311,186 shares outstanding as of April 30, 2026.

The shares are held for investment purposes, and the reporting group may buy or sell more stock over time. Following the passing of Ian Ratcliffe on July 5, 2026, the group no longer has a representative on Alamar’s board and states it does not currently intend to seek board representation, while reserving flexibility on future plans.

Key Figures

Beneficial ownership: 4,230,926 shares Ownership percentage: 6.1% of common stock Shares outstanding: 69,311,186 shares +4 more

7 metrics

Beneficial ownership 4,230,926 shares Alamar Biosciences common stock held by Sands Pulse Fund II as of Amendment No. 1

Ownership percentage 6.1% of common stock Based on shares outstanding as of April 30, 2026

Shares outstanding 69,311,186 shares Alamar Biosciences common stock outstanding as of April 30, 2026 per Form 10-Q

Sole voting power 0 shares Each reporting person reports no sole voting power over Alamar shares

Shared voting power 4,230,926 shares Shared voting and dispositive power reported by all three reporting persons

Date of event July 5, 2026 Date of event requiring this Schedule 13D Amendment No. 1 filing

Filing signature date July 7, 2026 Date the amendment was signed by Jonathan Goodman and Frank M. Sands

Key Terms

beneficially own, shared voting power, Schedule 13D, investment purposes, +2 more

6 terms

beneficially own financial

"Sands Capital Alternatives, LLC did not directly furnish consideration for such shares and is reporting solely because it may be deemed to beneficially own the shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

shared voting power financial

"Sands Pulse Fund II has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 4,230,926 shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

investment purposes financial

"The Reporting Persons acquired and hold the Common Stock for investment purposes in the ordinary course of Sands Pulse Fund II's investment activities."

board of directors financial

"No other employee, officer, partner or other affiliated person of any Reporting Person currently serves on the Issuer's board of directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

dispositive power financial

"shared power to dispose or direct the disposition of, 4,230,926 shares of Common Stock"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/07/2026 - 04:55 PM Accepted by SEC EDGAR 07/07/2026 - 04:55 PM Learn about SEC filing dates

FAQ

What percentage of Alamar Biosciences (ALMR) does Sands Capital currently beneficially own?

Sands Capital Life Sciences Pulse Fund II, L.P. beneficially owns about 6.1% of Alamar Biosciences’ common stock. This reflects 4,230,926 shares, calculated against 69,311,186 shares outstanding as of April 30, 2026, per the company’s Form 10-Q.

How many Alamar Biosciences (ALMR) shares does Sands Capital report holding?

Sands Pulse Fund II directly holds 4,230,926 shares of Alamar Biosciences common stock. Sands Capital Alternatives and Frank M. Sands may be deemed to share voting and dispositive power over the same 4,230,926 shares through their roles related to the fund.

What board of directors change at Alamar Biosciences (ALMR) is disclosed in this amendment?

The filing notes that Ian Ratcliffe, previously a member of Alamar’s board, ceased serving following his passing on July 5, 2026. No other affiliated person of the reporting group currently serves on the board, and they do not currently intend to seek representation.

Has Sands Capital traded Alamar Biosciences (ALMR) shares recently according to this filing?

The amendment states that none of the reporting persons effected any transaction in Alamar Biosciences common stock during the 60 days preceding the filing of Amendment No. 1. Their reported ownership reflects a standing investment position rather than recent trading activity.

What is the stated purpose of Sands Capital’s investment in Alamar Biosciences (ALMR)?

The reporting group states they acquired and hold Alamar Biosciences common stock for investment purposes in the ordinary course of Sands Pulse Fund II’s activities. They may buy more or dispose of shares over time depending on business, market, and economic factors.

How is the 6.1% ownership stake in Alamar Biosciences (ALMR) calculated?

The reported 6.1% stake is based on 69,311,186 shares of Alamar Biosciences common stock outstanding as of April 30, 2026. That outstanding share count comes from Alamar’s Form 10-Q filed with the SEC on May 8, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Alamar Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

010911105

(CUSIP Number)

Jonathan Goodman
c/o Sands Capital Alternatives, LLC, 1000 Wilson Boulevard, Suite 3000
Arlington, VA, 22209
703-562-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/05/2026

(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.

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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 010911105

1

Name of reporting person

Sands Capital Life Sciences Pulse Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,230,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,230,926.00

11

Aggregate amount beneficially owned by each reporting person

4,230,926.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 7 through 13 reflect shares held directly by Sands Capital Life Sciences Pulse Fund II, L.P. The percentage in Row 13 is based on 69,311,186 shares of Common Stock outstanding as of April 30, 2026 as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission on May 8, 2026.

SCHEDULE 13D

CUSIP Number(s): 010911105

1

Name of reporting person

Sands Capital Alternatives, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,230,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,230,926.00

11

Aggregate amount beneficially owned by each reporting person

4,230,926.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

OO, IA

Comment for Type of Reporting Person:

Rows 7 through 13 reflect shares held directly by Sands Capital Life Sciences Pulse Fund II, L.P. Sands Capital Alternatives, LLC did not directly furnish consideration for such shares and is reporting solely because it may be deemed to beneficially own the shares held by Sands Capital Life Sciences Pulse Fund II, L.P. The percentage in Row 13 is based on 69,311,186 shares of Common Stock outstanding as of April 30, 2026 as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission on May 8, 2026.

SCHEDULE 13D

CUSIP Number(s): 010911105

1

Name of reporting person

SANDS FRANK M.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,230,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,230,926.00

11

Aggregate amount beneficially owned by each reporting person

4,230,926.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Rows 7 through 13 reflect shares held directly by Sands Capital Life Sciences Pulse Fund II, L.P. Frank M. Sands did not directly furnish consideration for such shares and is reporting solely because he may be deemed to beneficially own the shares held by Sands Capital Life Sciences Pulse Fund II, L.P. The percentage in Row 13 is based on 69,311,186 shares of Common Stock outstanding as of April 30, 2026 as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission on May 8, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Alamar Biosciences, Inc.
(c)	Address of Issuer's Principal Executive Offices: 47071 BAYSIDE PARKWAY, 47071 BAYSIDE PARKWAY, FREMONT, CALIFORNIA , 94538.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") amends the Statement on Schedule 13D originally filed on April 23, 2026 (the "Original Schedule 13D"), by Sands Capital Life Sciences Pulse Fund II, L.P. ("Sands Pulse Fund II"), Sands Capital Alternatives, LLC ("Sands Capital Alternatives"), and Frank M. Sands ("Sands" and, together with Sands Pulse Fund II and Sands Capital Alternatives, the "Reporting Persons"), relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Alamar Biosciences, Inc. (the "Issuer"). Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D. This Amendment No. 1 is being filed to report the change in the Reporting Persons' relationship with the Issuer's board of directors following the passing of Ian Ratcliffe on July 5, 2026.
Item 2.	Identity and Background
(a)	The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference.
(b)	The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference.
(c)	The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference.
(d)	The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference.
(e)	The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference.
(f)	The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: The Reporting Persons acquired and hold the Common Stock for investment purposes in the ordinary course of Sands Pulse Fund II's investment activities. Subject to applicable legal requirements or contractual restrictions, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide. Consistent with their investment purpose, the Reporting Persons may engage in communications with persons associated with the Issuer, including shareholders of the Issuer, officers of the Issuer and/or members of the board of directors of the Issuer, to discuss matters regarding the Issuer including but not limited to its operations and strategic direction. As previously disclosed in the Original Schedule 13D, Ian Ratcliffe, an Executive Managing Partner of the Life Sciences Pulse strategy and an Executive Managing Director of Sands Capital Alternatives, served on the Issuer's board of directors. Following Mr. Ratcliffe's passing on July 5, 2026, he ceased to serve as a member of the Issuer's board of directors. No other employee, officer, partner or other affiliated person of any Reporting Person currently serves on the Issuer's board of directors, and the Reporting Persons do not currently intend to seek board representation. Except as set forth in this Schedule 13D, as amended, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to formulate such plans or proposals in the future.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows: As of the date of this Amendment No. 1, Sands Pulse Fund II directly holds 4,230,926 shares of Common Stock, representing approximately 6.1% of the outstanding Common Stock. The percentage reported herein is based on 69,311,186 shares of Common Stock outstanding as of April 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026. Sands Pulse Fund II has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 4,230,926 shares of Common Stock. Sands Capital Alternatives, as investment manager of Sands Pulse Fund II, may be deemed to have shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 4,230,926 shares of Common Stock. Sands, by virtue of his ultimate voting and investment power over securities held by Sands Pulse Fund II, may be deemed to have shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 4,230,926 shares of Common Stock.
(b)	The information set forth in Item 5(b) of the Original Schedule 13D is incorporated herein by reference.
(c)	Item 5(c) of the Original Schedule 13D is hereby amended and restated as follows: None of the Reporting Persons has effected any transaction in the Common Stock during the 60 days preceding the filing of this Amendment No. 1.
(d)	The information set forth in Item 5(d) of the Original Schedule 13D is incorporated herein by reference.
(e)	The information set forth in Item 5(e) of the Original Schedule 13D is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	The information set forth in Item 7 of the Original Schedule 13D is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sands Capital Life Sciences Pulse Fund II, L.P.

Signature:	/s/ Jonathan Goodman
Name/Title:	Jonathan Goodman, General Counsel of the GP of the GP of Sands Capital Life Sciences Pulse Fund II, L.P.
Date:	07/07/2026

Sands Capital Alternatives, LLC

Signature:	/s/ Jonathan Goodman
Name/Title:	Jonathan Goodman, General Counsel
Date:	07/07/2026

SANDS FRANK M.

Signature:	/s/ Frank M. Sands
Name/Title:	Frank M. Sands
Date:	07/07/2026

Comments accompanying signature:

Sands Capital Life Sciences Pulse Fund II, L.P. signed by Sands Capital Life Sciences Pulse Fund II-GP, L.P., its general partner, by Sands Capital Life Sciences Pulse Fund II-GP, LLC, its general partner, by Jonathan Goodman, General Counsel.