Alto Neuroscience, Inc. received an updated ownership report showing that funds affiliated with Point72 and Steven A. Cohen beneficially owned 2,824,275 shares of its common stock, representing 8.9% of the company as of December 31, 2025. This total includes 549,543 shares issuable upon exercise of warrants.
The stake is held through several Delaware entities, including Point72 Asset Management, Point72 Capital Advisors, Point72 Biotech Private Investments, Differentiated Ventures, and 72 Investment Holdings, with Point72 Associates entitled to dividends and sale proceeds on more than 5% of the stock. The reporting persons certify the securities were not acquired to change or influence control of Alto Neuroscience.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Alto Neuroscience, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 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
Point72 Asset Management, L.P.
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
2,156,497.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,156,497.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,156,497.00
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)
6.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Includes 549,543 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
02157Q109
1
Names of Reporting Persons
Point72 Capital Advisors, Inc.
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
2,156,497.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,156,497.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,156,497.00
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)
6.8 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Includes 549,543 shares of Common Stock issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
02157Q109
1
Names of Reporting Persons
Point72 Biotech Private Investments, 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
667,778.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
667,778.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
667,778.00
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)
2.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
02157Q109
1
Names of Reporting Persons
Differentiated Ventures Investments, 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
667,778.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
667,778.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
667,778.00
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)
2.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
02157Q109
1
Names of Reporting Persons
72 Investment Holdings, 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
667,778.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
667,778.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
667,778.00
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)
2.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
02157Q109
1
Names of Reporting Persons
Steven A. Cohen
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
2,824,275.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,824,275.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,824,275.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Includes 549,543 shares of Common Stock issuable upon exercise of warrants.
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:
This statement is filed by: (i) Point72 Asset Management, L.P. ("Point72 Asset Management") with respect to the shares of common stock, par value $0.0001 per share ("Common Stock"), of Alto Neuroscience, Inc. held by (and shares of Common Stock issuable upon exercise of the warrants held by) Point72 Associates, LLC, an investment fund it manages ("Point72 Associates"); (ii) Point72 Capital Advisors, Inc. ("Point72 Capital Advisors Inc.") with respect to shares of Common Stock held by (and shares of Common Stock issuable upon exercise of the warrants held by) Point72 Associates; (iii) Point72 Biotech Private Investments, LLC ("Point72 Biotech") with respect to shares of Common Stock of which it is the holder; (iv) Differentiated Ventures Investments, LLC ("Differentiated Ventures"), the managing member of Point72 Biotech, with respect to the shares of Common Stock held by Point72 Biotech; (v) 72 Investment Holdings, LLC ("72 Investment Holdings"), the sole member of Differentiated Ventures, with respect to the shares of Common Stock held by Point72 Biotech, and (vi) Steven A. Cohen ("Mr. Cohen") with respect to shares of Common Stock beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc., Point72 Biotech, Differentiated Ventures, and 72 Investment Holdings.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc., Point72 Biotech, Differentiated Ventures, 72 Investment Holdings, and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902.
(c)
Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Point72 Biotech, Differentiated Ventures, and 72 Investment Holdings are Delaware limited liability companies. Mr. Cohen is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001 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 Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on December 31, 2025.
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no shares of Common Stock. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by Point72 Associates. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen controls each of Point72 Asset Management and Point72 Capital Advisors Inc.
Differentiated Ventures is the managing member of Point72 Biotech and may be deemed to share beneficial ownership over the shares of Common Stock held by Point72 Biotech. 72 Investment Holdings is the sole member of Differentiated Ventures and may be deemed to share beneficial ownership of the shares of Common Stock of which Differentiated Ventures may be deemed the beneficial owner. Mr. Cohen controls each of Point72 Biotech, Differentiated Ventures, and 72 Investment Holdings.
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the shares of Common Stock reported herein.
(b)
Percent of class:
8.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on December 31, 2025.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on December 31, 2025.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on December 31, 2025.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on December 31, 2025.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). Point72 Associates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Common Stock.
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) do Point72 and Steven A. Cohen report?
They report beneficial ownership of 2,824,275 Alto Neuroscience common shares, equal to 8.9% of the outstanding class as of December 31, 2025. This figure includes shares held directly by affiliated entities and those underlying certain warrants.
Which Point72-related entities hold Alto Neuroscience (ANRO) shares?
The filing lists Point72 Asset Management, Point72 Capital Advisors, Point72 Biotech Private Investments, Differentiated Ventures Investments, 72 Investment Holdings, and Steven A. Cohen. These entities collectively report shared voting and dispositive power over Alto Neuroscience common stock through managed investment vehicles.
How many Alto Neuroscience (ANRO) shares in the Point72 stake come from warrants?
The reported ownership includes 549,543 Alto Neuroscience common shares issuable upon exercise of warrants. These warrant-linked shares form part of the 2,824,275 total beneficially owned, increasing the potential economic exposure of the reporting persons to the company.
Is the Point72 and Cohen Alto Neuroscience (ANRO) stake aimed at influencing control?
The reporting persons certify the Alto Neuroscience securities were not acquired and are not held for changing or influencing control of the issuer. They state the holdings are not part of any transaction having that control-related purpose or effect, consistent with a Schedule 13G filing.
Which entity has the right to Alto Neuroscience (ANRO) dividends and sale proceeds?
The filing states that Point72 Associates has the right to receive, or direct the receipt of, dividends and sale proceeds from more than 5% of Alto Neuroscience’s outstanding common stock, reflecting its role as the primary investment fund managed by Point72 Asset Management.
What voting power do Point72 entities report for Alto Neuroscience (ANRO) shares?
The reporting entities disclose shared voting power over the Alto Neuroscience shares, with no sole voting power. For example, Point72 Asset Management and Point72 Capital Advisors each report shared voting and dispositive power over 2,156,497 common shares as of December 31, 2025.
