Alto Neuroscienc SEC Filings

Alto Neuroscience director reports new stock option grant. A board member of Alto Neuroscience, Inc. filed a Form 4 reporting receipt of a stock option covering 7,189 shares of common stock on 01/02/2026.

The option was granted under the company’s Non-Employee Director Compensation Policy in lieu of cash retainer fees of $85,000. Vesting is scheduled in four installments during 2026: 1,797 shares on March 31, 1,797 shares on June 30, 1,798 shares on September 30, and 1,797 shares on December 31, contingent on the director’s continuous service through each vesting date.

Alto Neuroscience, Inc. director compensation is disclosed through a new stock option grant. On 01/02/2026, a reporting person serving as a director received an employee stock option to buy 4,228 shares of common stock at an exercise price of $16.59 per share. The option relates to 4,228 underlying common shares and was granted under the company’s Non-Employee Director Compensation Policy in lieu of $50,000 in cash retainer fees. The option vests in four equal installments of 1,057 shares on March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026, if the director’s service continues through each vesting date.

Alto Neuroscience, Inc. reported that one of its directors received a grant of stock options. On 01/02/2026, the director was granted 3,806 stock options to purchase Alto Neuroscience common stock. These options were issued under the company’s Non-Employee Director Compensation Policy in lieu of $45,000 in retainer fees.

The options vest in four quarterly installments during 2026, subject to the director’s continued service. 952 options vest on March 31, 2026, 951 options on June 30, 2026, 952 options on September 30, 2026, and 951 options on December 31, 2026. Any unvested portion would not be earned if service ends before the relevant vesting date.

Alto Neuroscience, Inc. has filed a resale registration statement covering up to 8,454,514 shares of common stock for selling stockholders. The shares consist of 3,832,263 outstanding shares and 4,622,251 shares issuable upon exercise of pre-funded warrants from an October 2025 private placement. Alto will not receive proceeds from any stockholder sales, but will receive the $0.0001 per share exercise price if the pre-funded warrants are exercised for cash.

Alto is a clinical-stage biopharmaceutical company using its Precision Psychiatry Platform to develop biomarker-driven treatments for major depressive disorder, bipolar depression, treatment-resistant depression and schizophrenia, with seven clinical-stage assets. The October 2025 private placement raised approximately $50.0 million at $5.914 per share, and Alto reported 31,034,019 shares outstanding as of October 21, 2025 following that financing.

Alto Neuroscience (ANRO) reported Q3 2025 results highlighted by disciplined spending and solid liquidity to fund its clinical pipeline. Cash and cash equivalents were $137.8 million as of September 30, 2025, with total assets of $147.0 million. Net loss was $14.2 million (vs. $16.8 million a year ago) as research and development and general and administrative expenses declined year over year.

Operating cash outflow was $40.3 million for the nine months, reflecting ongoing clinical execution. During the quarter, Alto amended its term loan to up to $75.0 million, drew $20.0 million, and extended maturity to January 1, 2029 with interest-only payments until January 1, 2027. The Wellcome Convertible Grant Agreement remained in place with $2.1 million measured at fair value as of quarter end.

After quarter close, the company completed a private placement issuing 3,832,263 shares and pre-funded warrants for 4,622,251 shares, for $49.9 million in net proceeds. Shares outstanding were 31,066,335 as of November 7, 2025.

Alto Neuroscience (ANRO): Schedule 13G filed reporting a passive stake by Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz. The filers beneficially own 3,190,267 shares of common stock, representing 9.8% of the class.

The position includes 1,653,913 common shares and 1,536,354 shares issuable upon exercise of a pre-funded warrant, subject to a Beneficial Ownership Limitation. Ownership percentages are based on 30,908,892 shares outstanding as of October 20, 2025, plus the shares underlying the pre-funded warrant. The filers report shared voting and dispositive power over 3,190,267 shares and certify the securities were not acquired to change or influence control.

Alto Neuroscience entered into a private placement on October 19, 2025, agreeing to sell 3,832,263 shares of common stock and issue pre-funded warrants exercisable for 4,622,251 shares at a purchase price of $5.914 per share, for anticipated gross proceeds of approximately $50.0 million before expenses. The pre-funded warrants carry a $0.0001 per share exercise price and remain outstanding until exercised, subject to a beneficial ownership cap that cannot exceed 19.9%.

The company agreed to file registration statements within 45 days after closing to register the resale of the shares and the warrant shares and to achieve effectiveness within a set period thereafter. Separately, Alto terminated its $75 million at-the-market offering agreement effective October 30, 2025, and did not sell any shares under that program.

Perceptive Advisors LLC, Perceptive Life Sciences Master Fund, Ltd. and Joseph Edelman disclosed a 7.3% beneficial ownership stake in Alto Neuroscience, Inc. (ticker ANRO), representing 1,989,393 shares of common stock. The filing states the ownership percentage is calculated from 27,076,629 outstanding shares as of August 8, 2025. The Master Fund directly holds the shares while Perceptive Advisors acts as investment manager and Mr. Edelman is the managing member, so each reporting person reports shared voting and dispositive power over the same block. The filing certifies the position is not held to change or influence control of the issuer.