K2 HealthVentures discloses 2.4% Alto Neuroscience (ANRO) stake via stock, warrants, debt

Rhea-AI Filing Summary

K2 HealthVentures Equity Trust LLC, together with Parag Shah and Anup Arora, reports beneficial ownership of 788,995 shares of Alto Neuroscience, Inc. common stock, or about 2.4% of the class as of December 31, 2025.

This stake includes 30,000 shares held directly, 170,464 shares underlying warrants, and 588,531 shares issuable upon conversion of Alto’s outstanding debt owed to K2HV Equity under a loan and security agreement, as amended. The filers state the securities were not acquired to change or influence control of Alto Neuroscience.

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

K2 HealthVentures Equity Trust 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 788,995.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 788,995.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

788,995.00

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)

2.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 02157Q109

1

Names of Reporting Persons

Parag Shah

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 788,995.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 788,995.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

788,995.00

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)

2.4 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

CUSIP No. 02157Q109

1

Names of Reporting Persons

Anup Arora

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 788,995.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 788,995.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

788,995.00

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)

2.4 %

12

Type of Reporting Person (See Instructions)

IN, HC

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, California, 94041
Item 2.
(a)	Name of person filing: This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i. K2 HealthVentures Equity Trust LLC ("K2HV Equity"); ii. Parag Shah ("Mr. Shah"); and iii. Anup Arora ("Mr. Arora"). This Statement on Schedule 13G relates to 30,000 shares of Common Stock held directly by K2HV Equity and 758,995 shares of Common Stock K2HV Equity has the right to acquire within 60 days, including (i) warrants to purchase 35,773 shares of Common Stock at an exercise price of $3.7122 per share, which warrants expire on December 15, 2032 (the "Original Warrants"); (ii) warrants to purchase 134,691 shares of Common Stock at an exercise price of $3.7122 per share, which warrants expire on January 13, 2035 (the "Refinance Warrants" and, together with the Original Warrants, the "Warrants"); and (iii) an aggregate 588,531 shares of Common Stock issuable to the Reporting Persons upon conversion of the remaining balance of the Issuer's outstanding debt obligations to K2HV Equity under the Loan and Security Agreement, dated as of December 16, 2022, between the Issuer and K2HV Equity, as amended by the First Amendment to Loan and Security Agreement, dated as of January 13, 2025, including 381,315 shares of Common Stock that are issuable at a conversion price of $10.49 per share (the "Original Conversion Shares") and 207,216 shares of Common Stock that are issuable at a conversion price of $4.8259 per share (the "Refinance Conversion Shares" and, together with the Original Conversion Shares, the "Conversion Shares"). K2HV Equity is an investment vehicle for holding equity securities and may be deemed to directly beneficially own the shares of Common Stock that it holds directly and has the right to acquire upon exercise of the Warrants and conversion of the Conversion Shares, as reported herein. Mr. Shah and Mr. Arora serve as the managing members of K2HV Equity and, in such capacities, may be deemed to indirectly beneficially own the shares of Common Stock that K2HV Equity directly beneficially owns.
(b)	Address or principal business office or, if none, residence: The business address of each of the Reporting Persons is: 855 Boylston Street, 10th Floor, Boston, MA 02116.
(c)	Citizenship: K2HV Equity is a Delaware limited liability company. Each of Mr. Shah and Mr. Arora is a citizen of the United States of America.
(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: As of December 31, 2025, each of the Reporting Persons may be deemed the beneficial owner of 788,995 shares of Common Stock. This amount consists of (i) 30,000 shares of Common Stock directly held by K2HV Equity, (ii) an aggregate 170,464 shares of Common Stock K2HV Equity has the right to acquire upon exercise of the Warrants, and (iii) an aggregate 588,531 shares of Common Stock K2HV Equity has the right to acquire upon conversion of the Conversion Shares.
(b)	Percent of class: As of December 31, 2025, each of the Reporting Persons may be deemed the beneficial owner of approximately 2.4% of the shares of Common Stock outstanding. The percentage set forth herein is calculated based on the sum of (i) 31,066,335 shares of Common Stock outstanding 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, (ii) 828,860 shares of Common Stock that became outstanding following K2HV Equity's conversion of Refinance Conversion Shares on November 20, 2025, (iii) an aggregate 170,464 shares of Common Stock that are issuable to K2HV Equity within 60 days upon exercise of the Warrants, and (iv) an aggregate 588,531 shares of Common Stock that are issuable to K2HV Equity within 60 days upon conversion of the Conversion Shares, which Warrants and Conversion Shares have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 788,995
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 788,995
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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.

K2 HealthVentures Equity Trust LLC

Signature:	/s/ Anup Arora
Name/Title:	Anup Arora, Managing Member
Date:	02/17/2026

Parag Shah

Signature:	/s/ Parag Shah
Name/Title:	Parag Shah
Date:	02/17/2026

Anup Arora

Signature:	/s/ Anup Arora
Name/Title:	Anup Arora
Date:	02/17/2026

FAQ

How much of Alto Neuroscience (ANRO) does K2 HealthVentures beneficially own?

K2 HealthVentures and its managing members report beneficial ownership of about 788,995 shares of Alto Neuroscience common stock, representing approximately 2.4% of the outstanding class as of December 31, 2025, based on the share count methodology described in the filing.

What securities make up K2 HealthVentures’ 788,995-share position in Alto Neuroscience (ANRO)?

The 788,995 shares include 30,000 common shares held directly, 170,464 shares issuable from warrants, and 588,531 shares issuable upon conversion of Alto’s debt obligations under a loan and security agreement, including both original and refinance conversion shares.

What warrant terms are disclosed for K2 HealthVentures’ Alto Neuroscience (ANRO) position?

K2 HealthVentures holds warrants to purchase 35,773 shares and 134,691 shares of Alto common stock, each with an exercise price of $3.7122 per share. These warrants expire on December 15, 2032 and January 13, 2035, respectively, and are included in the beneficial ownership calculation.

How are conversion shares from Alto Neuroscience (ANRO) debt obligations calculated for K2 HealthVentures?

The filing cites 588,531 conversion shares, consisting of 381,315 shares at a conversion price of $10.49 per share and 207,216 shares at $4.8259 per share, tied to remaining balances under Alto’s loan and security agreement as amended in January 2025.

Does K2 HealthVentures seek to influence control of Alto Neuroscience (ANRO)?

The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of Alto Neuroscience, and are not held in connection with any transaction having that purpose or effect, other than limited nomination-related activities permitted by regulation.

How did the filing calculate K2 HealthVentures’ 2.4% ownership of Alto Neuroscience (ANRO)?

The 2.4% figure is based on 31,066,335 shares outstanding as of November 7, 2025, plus 828,860 shares issued after a conversion, and adding 170,464 warrant shares and 588,531 conversion shares deemed outstanding under Rule 13d-3(d)(1)(i).