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Alto Neuroscience (NYSE: ANRO) to raise $93.9M in stock sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Alto Neuroscience, Inc. entered into an underwriting agreement with BofA Securities, as representative of several underwriters, to issue and sell 3,776,436 shares of common stock in an underwritten registered direct offering under an effective shelf registration statement. The shares are priced at $26.48 per share, and the company estimates net proceeds of approximately $93.9 million after underwriting discounts, commissions and offering expenses.

The closing is expected on July 14, 2026, subject to customary conditions. Alto Neuroscience plans to use the net proceeds, together with existing cash and cash equivalents, to accelerate and expand clinical development of ALTO-207, including a planned additional Phase 3 monotherapy trial in treatment-resistant depression, and for general working capital.

Positive

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Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares offered 3,776,436 shares Common stock in underwritten registered direct offering
Offering price $26.48 per share Price per share of common stock in the offering
Estimated net proceeds $93.9 million Estimated net proceeds after underwriting discounts, commissions and offering expenses
Expected closing date July 14, 2026 Expected closing of the underwritten registered direct offering
ALTO-207 trial phase Phase 3 Additional planned Phase 3 monotherapy trial for treatment-resistant depression
underwritten registered direct offering financial
"to issue and sell shares in an underwritten registered direct offering"
An underwritten registered direct offering is a way a company raises money by selling newly registered shares or bonds directly to selected investors, with an investment bank agreeing to buy and resell the securities so the company knows it will receive the cash. Think of the bank as a wholesaler that guarantees to take the inventory and find buyers; it speeds the sale but often means the securities are sold at a discount, which can dilute existing shareholders and affect the stock price.
shelf registration statement regulatory
"pursuant to an effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
emerging growth company regulatory
"The company qualifies as an emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
treatment-resistant depression medical
"Phase 3 trial of ALTO-207 as monotherapy for treatment-resistant depression"
A form of major depression that does not improve after a person has tried standard treatments such as common antidepressant medications and therapy; think of it as a stubborn problem that doesn’t respond to the usual fixes. It matters to investors because it represents a large unmet medical need and a higher-risk, higher-reward area for drug developers, with potential for premium pricing, regulatory scrutiny, and durable demand if an effective new therapy is approved.
Phase 3 trial medical
"to conduct an additional planned Phase 3 trial of ALTO-207"
A Phase 3 trial is a large, late-stage test of a new drug or medical treatment done on many people to make sure it really works and is safe. For investors, it matters because a successful Phase 3 usually means the company can ask regulators to sell the product and could earn lots of money, while failure can sharply reduce the company’s value.
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FAQ

What equity offering did Alto Neuroscience (ANRO) announce?

Alto Neuroscience entered into an underwriting agreement to issue and sell 3,776,436 shares of common stock in an underwritten registered direct offering under an effective Form S-3 shelf registration statement, with BofA Securities acting as representative of the several underwriters.

How much capital will Alto Neuroscience (ANRO) receive and at what price?

Alto Neuroscience is offering its common stock at $26.48 per share and estimates approximately $93.9 million in net proceeds after underwriting discounts, commissions and offering expenses, based on the agreed share count in the underwritten registered direct offering.

When is the Alto Neuroscience (ANRO) stock offering expected to close?

The offering is expected to close on July 14, 2026, subject to customary closing conditions. Completion depends on those conditions being satisfied, consistent with standard practice for underwritten offerings managed by the appointed underwriters and co-managers.

How will Alto Neuroscience (ANRO) use the net proceeds from this offering?

Alto Neuroscience intends to use the net proceeds, together with existing cash and cash equivalents, to accelerate and expand clinical development of ALTO-207, including a planned additional Phase 3 monotherapy trial in treatment-resistant depression, and for general working capital purposes.

Who are the underwriters and managers for Alto Neuroscience (ANRO)'s offering?

BofA Securities, Stifel, William Blair and Baird are joint book-running managers for the offering, while JonesTrading and H.C. Wainwright serve as co-managers. BofA Securities acts as representative of the several underwriters named in the underwriting agreement.
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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 1.01Entry into a Material Definitive Agreement.

 

On July 13, 2026, Alto Neuroscience, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative of the several underwriters set forth therein (collectively, the “Underwriters”), to issue and sell 3,776,436 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), in an underwritten registered direct offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (File No. 333-284667) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “SEC”). The offering price is $26.48 per share of Common Stock. The Company estimates that the net proceeds from the Offering will be approximately $93.9 million, after deducting underwriting discounts and commissions and estimated offering expenses. In addition, the Underwriters have agreed to reimburse the Company for certain expenses in connection with the Offering. The closing of the Offering is expected to occur on July 14, 2026, subject to customary closing conditions.

 

The Company currently intends to use the net proceeds from the Offering, together with its current cash and cash equivalents, to accelerate and expand the clinical development of ALTO-207, including to conduct an additional planned Phase 3 trial of ALTO-207 as monotherapy for the treatment of treatment-resistant depression, and for general working capital purposes.

 

BofA Securities, Inc., Stifel, Nicolaus & Company, Incorporated, William Blair & Company, L.L.C., and Robert W. Baird & Co. Incorporated are acting as the joint book-running managers for the Offering. JonesTrading Institutional Services LLC and H.C. Wainwright & CO., LLC are acting as co-managers for the Offering.

 

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

 

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP as to the legality of the issuance and sale of the Common Stock in the Offering and related consent is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

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 Offering, including the uncertainties related to market conditions, the completion of the Offering on the anticipated terms, if at all, the net proceeds of the Offering and anticipated use thereof. 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.

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

     

Exhibit

Number

  Exhibit Description
   
1.1   Underwriting Agreement by and between Alto Neuroscience, Inc. and BofA Securities, Inc., as representative of the several underwriters named therein, dated July 13, 2026.
5.1   Opinion of Cooley LLP.
23.1   Consent of Cooley LLP (included in Exhibit 5.1).
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

 

 

 

 

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 14, 2026 By: /s/ Amit Etkin, M.D., Ph.D.
    Amit Etkin, M.D., Ph.D.
    President and Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

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