Alto Neuroscience (NYSE: ANRO) secures $120M PIPE to fund ALTO-207
Rhea-AI Filing Summary
Alto Neuroscience is raising new capital through a private placement of 2,900,000 common shares and pre-funded warrants to purchase 3,100,000 shares at $20.00 per share, for gross proceeds of about $120 million before expenses. The pre-funded warrants have a $0.0001 exercise price and do not expire, with a beneficial ownership cap that cannot exceed 19.9% without advance notice.
The company entered a registration rights agreement to register for resale both the shares sold and the shares underlying the pre-funded warrants, with liquidated damages of 1.0% of each investor’s purchase amount per 30-day period if filing or effectiveness deadlines are missed, subject to caps. Jefferies, BofA Securities, TD Cowen, Stifel, William Blair, and Baird are acting as placement agents.
Alto expects to use the proceeds primarily to fund development of its ALTO-207 program in treatment resistant depression, including a planned Phase 3 trial and potential NDA submission, as well as for working capital and general corporate purposes. After the expected net proceeds, Alto estimates cash and cash equivalents would have been about $275 million as of February 28, 2026.
Positive
- Strengthened balance sheet for clinical execution: The approximately $120 million private placement, leading to an estimated $275 million in cash and cash equivalents as of February 28, 2026, materially extends Alto’s funding capacity to complete a planned Phase 3 trial of ALTO-207 in treatment resistant depression and support a potential NDA submission.
Negative
- None.
Insights
$120M PIPE strengthens Alto’s cash for ALTO-207 development.
Alto Neuroscience secured approximately
The company plans to use proceeds to advance ALTO-207 in treatment resistant depression through a planned Phase 3 trial and potentially to an NDA submission, while also funding working capital. Alto estimates cash and cash equivalents would have been about
A registration rights agreement requires Alto to file and make effective resale registration statements by specified deadlines, with liquidated damages of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01 | Entry Into A Material Definitive Agreement. |
Private Placement of Common Stock and Warrants
On March 16, 2026, Alto Neuroscience, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement transaction (the “Private Placement”) (i) 2,900,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 (“Common Stock”), and (ii) with respect to certain Purchasers, pre-funded warrants to purchase 3,100,000 shares of Common Stock (the “Pre-Funded Warrants”) in lieu of Shares. The purchase price per share of Common Stock is $20.00 per share (the “Purchase Price”) and the purchase price for the Pre-Funded Warrants is the Purchase Price minus $0.0001 per Pre-Funded Warrant. The Company anticipates receiving gross proceeds of approximately $120.0 million from the Private Placement, before deducting offering expenses payable by the Company.
The Pre-Funded Warrants have a per share exercise price of $0.0001, subject to proportional adjustments in the event of stock splits or combinations or similar events. The Pre-Funded Warrants will not expire until exercised in full. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.9%.
Also on March 16, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to prepare and file, within 30 days after the Closing (the “Filing Deadline”), one or more registration statements with the Securities and Exchange Commission (the “SEC”) to register for resale the Common Stock issued under the Purchase Agreement and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Warrant Shares”) issued pursuant to the Purchase Agreement (together, the “Registrable Securities”), and to cause the applicable registration statements to become effective within a specified period set forth in the Registration Rights Agreement (the “Effectiveness Deadline”).
In the event the registration statement has not been filed by the Filing Deadline or has not been declared effective by the SEC by the Effectiveness Deadline, subject to certain limited exceptions, the Company has agreed to make pro rata payments to each Purchaser as liquidated damages in an amount equal to 1.0% of the aggregate amount paid pursuant to the Purchase Agreement by such Purchaser for the Purchaser’s Registrable Securities then held, per 30-day period or pro rata for any portion thereof for each such 30-day period during which such event continues, subject to certain caps set forth in the Registration Rights Agreement.
The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other factual information regarding the Company.
The Company has engaged Jefferies LLC, BofA Securities, Inc., TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated, William Blair & Company, L.L.C. and Robert W. Baird & Co. Incorporated as placement agents for the Private Placement. The Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agents.
Pursuant to the Purchase Agreement, the Company has agreed to expand the size of the Board of Directors to seven directors, effective March 16, 2026.
The Company has granted the Purchasers customary indemnification rights in connection with the registration statement. The Purchasers have also granted the Company customary indemnification rights in connection with the registration statement.
The foregoing is only a summary of the terms of the Purchase Agreement, the Registration Rights Agreement and the Pre-Funded Warrants issued under the Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the form of the Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, (ii) the form of the Registration Rights Agreement, a copy of which is attached to this Current Report on Form 8-K at Exhibit 10.2, and (iii) the form of Pre-Funded Warrant issued under the Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure regarding the securities to be sold and issued under the Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02.
The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under section 4(a)(2) of the Securities Act, and corresponding provisions of state securities or “blue sky” laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.
| Item 8.01 | Other Events. |
On March 16, 2026, the Company issued a press release entitled “Alto Neuroscience Announces $120 Million Private Placement Financing.” The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 4.1 | Form of Pre-Funded Warrant. | |
| 10.1 | Form of Securities Purchase Agreement, dated March 16, 2026, by and among Alto Neuroscience, Inc. and the Purchasers. | |
| 10.2 | Form of Registration Rights Agreement, dated March 16, 2026, by and among Alto Neuroscience, Inc. and the Purchasers. | |
| 99.1 | Press Release of Alto Neuroscience, Inc. | |
| 104 | Cover Page Interactive Data File (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: March 16, 2026 | By: | /s/ Amit Etkin |
| Amit Etkin, M.D., Ph.D. | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
Alto Neuroscience Announces $120 Million Private Placement Financing
– Financing led by Commodore Capital with participation from new and existing biotech focused investors –
– Alto expects to use the proceeds of the financing to support the development of ALTO-207 in Treatment Resistant Depression through a planned Phase 3 study and to a potential NDA submission –
Mountain View, Calif., March 16, 2026 — Alto Neuroscience, Inc. (“Alto”) (NYSE: ANRO), a clinical-stage biopharmaceutical company focused on the development of novel precision medicines for neuropsychiatric disorders, announced today that it has entered into a securities purchase agreement with institutional and accredited investors to sell securities in a private placement financing (the “PIPE”) for gross proceeds of approximately $120 million, before deducting offering expenses. The financing is being led by Commodore Capital, with participation from new and existing institutional investors, including Dellora Investments, Driehaus Capital Management, Perceptive Advisors, Spruce Street Capital, Venrock Healthcare Capital Partners, Vestal Point Capital, and a large biotech dedicated investor.
Alto intends to use the proceeds from the PIPE to fund the development of ALTO-207, a fixed-dose combination of pramipexole (a dopamine D3-preferring D3/D2 agonist) and ondansetron, through a planned Phase 3 clinical trial in treatment resistant depression (“TRD”), as well as for working capital and general corporate purposes. Alto expects to initiate a Phase 2b study of ALTO-207 in TRD in the first half of 2026 and to initiate a Phase 3 study in early 2027. With the funding from the PIPE, the Company expects to have capital to support the planned Phase 3 study of ALTO-207 in TRD patients through completion, and if the study is positive, to an NDA submission. After giving effect to the anticipated net proceeds from the PIPE, the Company estimates its cash and cash equivalents would have been approximately $275 million as of February 28, 2026.
“This financing is expected to provide the resources needed to advance ALTO-207 through a Phase 3 study, a major step toward realizing the potential of this program,” said Amit Etkin, M.D., Ph.D., founder and chief executive officer of Alto Neuroscience. “We appreciate the support from this top-tier investor group, which we believe reflects the growing confidence in Alto’s precision neuroscience strategy and in ALTO-207 as a potential treatment option for patients with significant unmet need. We look forward to advancing the program and continuing to deliver on key milestones.”
In the PIPE, Alto is selling an aggregate of 2,900,000 shares of its common stock at a price of $20.00 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to an aggregate of 3,100,000 shares of common stock at a purchase price of $19.9999 per pre-funded warrant. Each pre-funded warrant has an exercise price of $0.0001 per share of common stock, will be immediately exercisable, subject to certain conditions set forth in each pre-funded warrant, and will not expire. The PIPE is expected to close on March 17, 2026, subject to customary closing conditions.
Jefferies, BofA Securities, TD Cowen, Stifel, William Blair, and Baird acted as placement agents for the PIPE.
Cooley LLP served as counsel to Alto for this transaction. Latham & Watkins LLP served as counsel to the placement agents for this transaction.
The securities to be sold in the PIPE, including the shares of common stock underlying the pre-funded warrants, have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, these securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Alto has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) registering the resale of the shares of common stock and shares of common stock issuable upon the exercise of the pre-funded warrants issued in the PIPE.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About ALTO-207
ALTO-207 is a fixed-dose combination of pramipexole, a dopamine D3-preferring D3/D2 agonist, approved for the treatment of Parkinson’s disease with demonstrated antidepressant effect, and ondansetron, an antiemetic, selective 5-HT3 receptor antagonist. As a fixed-dose combination, ALTO-207 is designed to enable rapid titration and higher dosing by mitigating the dose-limiting adverse events typically experienced with pramipexole. ALTO-207 is being developed to address the significant unmet need for patients with treatment resistant depression.
In a randomized, placebo-controlled Phase 2a clinical trial evaluating ALTO-207 in 32 patients with depression, ALTO-207 met primary and secondary endpoints demonstrating significantly greater improvements on MADRS compared to placebo. Patients randomized to receive ALTO-207 reached a mean dose of 4.1mg per day. ALTO-207 was well tolerated in the maintenance period of the study with an adverse event rate similar to placebo.
About Alto Neuroscience
Alto Neuroscience is a clinical-stage biopharmaceutical company with a mission to redefine psychiatry by leveraging neurobiology to develop personalized and highly effective treatment options. Alto’s Precision Psychiatry Platform™ measures brain biomarkers by analyzing EEG activity, neurocognitive assessments, wearable data, and other factors to better identify which patients are more likely to respond to Alto product candidates. Alto’s clinical-stage pipeline includes novel drug candidates in bipolar depression, major depressive disorder, TRD, schizophrenia, and other mental health conditions.
Forward-Looking Statements
This press release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “look forward,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, the timing, size and closing of the proposed PIPE; expectations regarding market conditions, the satisfaction of customary closing conditions related to the PIPE and the anticipated use of proceeds therefrom; statements regarding Alto’s expectations about the potential benefits, activity, effectiveness, tolerability, and safety of its product candidates and Precision Psychiatry Platform (“Platform”); statements regarding Alto’s expectations for the design, timing, and results of its planned Phase 2b and Phase 3 trials of ALTO-207 in TRD; Alto’s expectations with regard to the general design and results of its research and development programs and clinical trials, including the timing of enrollment and the timing and availability of data from such trials; Alto’s business strategy and financial position, as well as Alto’s expectations regarding funding, operating and working capital expenditures; and other statements that are not historical fact. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed financing, uncertainties inherent in the initiation, progress and completion of clinical trials, and other important factors, any of which could cause Alto’s actual results to differ from those contained in the forward-looking statements, which are described in greater detail in the section titled “Risk Factors” in Alto’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC as well as in other filings Alto may make with the SEC in the future. Any forward-looking statements contained in this press release speak only as of the date hereof, and Alto expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as required by law.
Investor and Media Contact:
Nick Smith
investors@altoneuroscience.com
media@altoneuroscience.com
FAQ
What financing did Alto Neuroscience (ANRO) announce in this Form 8-K?
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What are the key terms of the pre-funded warrants issued by Alto Neuroscience?
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