Alto Neuroscience (ANRO) investor group discloses 9.99% ownership cap

Rhea-AI Filing Summary

Alto Neuroscience, Inc. has an institutional holder group led by Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. reporting beneficial ownership of 4,176,711 shares of common stock, equal to 9.99% of the company’s 39,242,104 shares outstanding as of August 7, 2026.

The Master Fund directly holds 1,609,893 shares and 2,898,854 pre-funded warrants exercisable at $0.0001 per share. A “Beneficial Ownership Limitation” caps exercisability so that, as of this report, only 2,566,818 warrant shares are counted toward beneficial ownership, keeping the group at the 9.99% threshold. Perceptive Advisors serves as investment manager to the Master Fund, and Joseph Edelman is the managing member of Perceptive Advisors.

Key Figures

Beneficially owned shares: 4,176,711 shares Ownership percentage: 9.99% Shares outstanding: 39,242,104 shares +3 more

6 metrics

Beneficially owned shares 4,176,711 shares Total Alto Neuroscience common shares beneficially owned by the reporting persons

Ownership percentage 9.99% Portion of Alto Neuroscience common stock class reported as beneficially owned

Shares outstanding 39,242,104 shares Alto Neuroscience common shares outstanding as of August 7, 2026

Pre-funded warrants held 2,898,854 warrants Pre-funded warrants held by the Master Fund, exercisable for common stock

Warrants counted toward ownership 2,566,818 shares Maximum warrant shares currently exercisable under the 9.99% Beneficial Ownership Limitation

Warrant exercise price $0.0001 per share Exercise price of the pre-funded warrants for Alto Neuroscience common stock

Key Terms

Pre-Funded Warrants, Beneficial Ownership Limitation, beneficially own, shared voting power, +1 more

5 terms

Pre-Funded Warrants financial

"The Master Fund directly holds 1,609,893 shares of Common Stock and 2,898,854 Pre-Funded Warrants immediately exercisable"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Beneficial Ownership Limitation regulatory

"subject to the Beneficial Ownership Limitation (as defined below). As of the date hereof, the Beneficial Ownership Limitation permits"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

beneficially own regulatory

"the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

shared voting power financial

"Shared Voting Power 4,176,711.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 4,176,711.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 4,176,711.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

What ownership stake in ANRO does Perceptive Advisors report?

Perceptive Advisors and related reporting persons report beneficial ownership of 4,176,711 shares of Alto Neuroscience (ANRO) common stock, representing 9.99% of the 39,242,104 shares outstanding as of August 7, 2026.

How many Alto Neuroscience (ANRO) shares and warrants does the Master Fund hold?

Perceptive Life Sciences Master Fund directly holds 1,609,893 ANRO common shares and 2,898,854 pre-funded warrants. The warrants are immediately exercisable at $0.0001 per share, subject to a 9.99% beneficial ownership cap.

What is the Beneficial Ownership Limitation mentioned for ANRO?

The pre-funded warrants include a 9.99% Beneficial Ownership Limitation. As of this report, it allows exercise of warrants for up to 2,566,818 ANRO shares, preventing the reporting group from exceeding 9.99% beneficial ownership.

Do Perceptive Advisors and Joseph Edelman directly own ANRO shares?

Perceptive Advisors and Joseph Edelman do not directly hold Alto Neuroscience shares or pre-funded warrants. Beneficial ownership arises through Perceptive Advisors’ role as investment manager to the Master Fund, where Mr. Edelman is managing member.

What voting and dispositive power do the reporting persons have over ANRO shares?

Perceptive Advisors, Joseph Edelman, and the Master Fund each report 0 sole voting and dispositive power, and 4,176,711 shares of shared voting and dispositive power over Alto Neuroscience common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 05:19 PM Accepted by SEC EDGAR 08/14/2026 - 05:18 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Alto Neuroscience, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

02157Q109

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 4,176,711.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,176,711.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,176,711.00

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 Number(s): 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 4,176,711.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,176,711.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,176,711.00

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 Number(s): 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 4,176,711.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,176,711.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,176,711.00

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 pages to this Schedule 13G. The ownership percentages are based on 39,242,104 shares of Common Stock outstanding as of August 7, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2026, and assume the exercise of pre-funded warrants (the "Pre-Funded Warrants") held by the Reporting Persons for 2,566,818 shares of Common Stock. Neither Perceptive Advisors nor Mr. Edelman directly holds any shares of Common Stock or any Pre-Funded Warrants. The Master Fund directly holds 1,609,893 shares of Common Stock and 2,898,854 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 2,566,818 shares of Common Stock. In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the 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 of 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: 4,176,711 Mr. Edelman: 4,176,711 Master Fund: 4,176,711
	(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: 4,176,711 Mr. Edelman: 4,176,711 Master Fund: 4,176,711
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.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/14/2026

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	08/14/2026

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/14/2026