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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 13, 2026
ALTO NEUROSCIENCE, INC.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
|
001-41944 |
|
83-4210124 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 650 Castro Street, Suite 450, Mountain View, CA |
94041 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 200-0412
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, $0.0001 par value per share |
|
ANRO |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 2.02. | Results of Operations and Financial Condition. |
The information disclosed under the heading “Cash,
Cash Equivalents and Restricted Cash as of June 30, 2026” under Item 8.01 of this Current Report on Form 8-K is incorporated
herein by reference and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Cash, Cash Equivalents and Restricted Cash as of June 30, 2026
On July 13, 2026, Alto Neuroscience, Inc. (the
“Company”) announced that, based upon preliminary estimates and information available to the Company, it estimates
that its cash, cash equivalents and restricted cash were approximately $244.2 million as of June 30, 2026. This amount has not been audited,
reviewed, or compiled by the Company’s independent registered public accounting firm. The Company’s actual cash, cash equivalents
and restricted cash as of June 30, 2026 may differ from these amounts after it completes its comprehensive accounting procedures for the
quarter ended June 30, 2026, and any such differences may be material.
Pipeline Update
The Company intends to accelerate and expand the
clinical development of its most advanced program, ALTO-207, including to conduct an additional planned Phase 3 trial of ALTO-207 as monotherapy
for the treatment of treatment-resistant depression.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,”
“expects,” “intends,” “projects,” “plans,” and “future” or similar expressions
are intended to identify forward-looking statements. Forward-looking statements include statements concerning the Company’s clinical
development plans for ALTO-207, and other statements that are not historical fact. Forward-looking statements are based on management’s
current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially and adversely
from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements do not constitute guarantees
of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding the Company’s
business are described in detail in its SEC filings, including in the Company’s Annual Report on Form 10-K for the year ended December
31, 2025 and other filings that the Company may make with the SEC, which are available on the SEC’s website at www.sec.gov. Additional
information will be made available in other filings that the Company makes from time to time with the SEC. These forward-looking statements
speak only as of the date hereof, and the Company disclaims any obligation to update these statements except as may be required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ALTO NEUROSCIENCE, INC. |
| |
|
|
| Dated: July 13, 2026 |
By: |
/s/ Amit Etkin |
| |
|
Amit Etkin, M.D., Ph.D. |
| |
|
President and Chief Executive Officer |