| 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 |
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| (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.
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| 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.
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| (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.
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| (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. |