Perceptive Advisors and affiliates report a 9.99% stake in Alto Neuroscience, Inc. They beneficially own 3,249,934 shares of common stock, including shares issuable under pre-funded warrants, based on 31,066,335 Alto shares outstanding as of November 7, 2025.
The Master Fund directly holds 1,784,393 Alto common shares and 2,536,354 pre-funded warrants exercisable at $0.0001 per share, subject to a 9.99% beneficial ownership cap. Perceptive Advisors acts as investment manager to the Master Fund, and Joseph Edelman is the managing member of Perceptive Advisors.
The reporting persons certify the securities were not acquired and are not held to change or influence control of Alto Neuroscience, other than activities solely connected with a nomination under Rule 14a-11.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Alto Neuroscience, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
02157Q109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
02157Q109
1
Names of Reporting Persons
Perceptive Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,249,934.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,249,934.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,249,934.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
02157Q109
1
Names of Reporting Persons
Joseph Edelman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,249,934.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,249,934.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,249,934.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
02157Q109
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,249,934.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,249,934.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,249,934.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Alto Neuroscience, Inc.
(b)
Address of issuer's principal executive offices:
650 Castro Street, Suite 450, Mountain View, CA, 94041
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, $0.0001 par value per share (the "Common Stock") of Alto Neuroscience, Inc. (the "Issuer") are:
Perceptive Advisors LLC ("Perceptive Advisors")
Joseph Edelman ("Mr. Edelman")
Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor
New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
02157Q109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 31,066,335 outstanding shares of Common Stock as of November 7, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025, and assume the exercise of Pre-Funded Warrants held by the Reporting Persons for 1,465,541 shares of Common Stock (the "Pre-Funded Warrants"). Neither Perceptive Advisors nor Mr. Edelman directly hold any shares of Common Stock or any Pre-Funded Warrants. The Master Fund directly holds 1,784,393 shares of Common Stock and 2,536,354 Pre-Funded Warrants immediately exercisable for shares of Common Stock at an exercise price of $0.0001 per share, subject to the Beneficial Ownership Limitation (as defined below).
The terms of the Pre-Funded Warrants provide that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise Pre-Funded Warrants for an aggregate of not more than 1,465,541 shares of Common Stock. In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate remaining Pre-Funded Warrants held by the Reporting Persons are not exercisable due to the Beneficial Ownership Limitation. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)
Percent of class:
Perceptive Advisors: 9.99%
Mr. Edelman: 9.99%
Master Fund: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 3,249,934
Mr. Edelman: 3,249,934
Master Fund: 3,249,934
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 3,249,934
Mr. Edelman: 3,249,934
Master Fund: 3,249,934
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake in Alto Neuroscience (ANRO) does Perceptive report?
Perceptive entities report beneficial ownership of 3,249,934 Alto Neuroscience common shares, representing 9.99% of the outstanding class. This percentage is calculated using 31,066,335 shares outstanding as of November 7, 2025, plus shares issuable from certain pre-funded warrants.
Which Perceptive-related entities are reporting Alto Neuroscience (ANRO) ownership?
The filing lists three reporting persons: Perceptive Advisors LLC, its managing member Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. Perceptive Advisors manages the Master Fund, while Edelman serves as managing member of Perceptive Advisors.
How many Alto Neuroscience (ANRO) shares and warrants does Perceptive’s Master Fund hold?
Perceptive Life Sciences Master Fund, Ltd. directly holds 1,784,393 Alto common shares and 2,536,354 pre-funded warrants. These warrants are immediately exercisable for common stock at an exercise price of $0.0001 per share, subject to a 9.99% beneficial ownership limitation.
What is the 9.99% Beneficial Ownership Limitation mentioned for Alto Neuroscience (ANRO)?
The pre-funded warrants may not be exercised if doing so would cause beneficial ownership to exceed 9.99% of Alto’s outstanding common shares. As of the filing, this cap allows exercise of warrants for up to 1,465,541 Alto shares included in the reported stake.
Does Perceptive intend to influence control of Alto Neuroscience (ANRO)?
The reporting persons certify the Alto Neuroscience securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, except for activities solely in connection with a nomination under Rule 14a-11 of the Securities Exchange Act.
How is the Alto Neuroscience (ANRO) ownership percentage calculated in this Schedule 13G/A?
The 9.99% ownership figure is based on 31,066,335 Alto common shares outstanding as of November 7, 2025, plus shares from pre-funded warrants deemed exercisable within the 9.99% cap. This outstanding share count comes from Alto’s Form 10-Q filed November 12, 2025.
