[SCHEDULE 13G/A] Alto Neuroscience Inc. SEC Filing

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 1,624,000 shares of Alto Neuroscience (ANRO), representing 6.0% of the outstanding common stock based on 27,072,129 shares outstanding. Armistice Capital, as investment manager to Armistice Capital Master Fund Ltd., and Mr. Boyd, as managing member, report shared voting and shared dispositive power over these shares and no sole voting or dispositive power. The filing states the shares are held in the ordinary course of business and not for the purpose of influencing control. The Master Fund is identified as the direct holder and retains the right to proceeds or dividends from the securities.

Positive

• Material stake disclosed: Reporting persons beneficially own 1,624,000 shares, representing 6.0% of the class.
• Clear reporting structure: Armistice Capital identifies its role as investment manager to the Master Fund and discloses shared voting and dispositive power.
• Passive intent stated: The filing certifies the securities are held in the ordinary course of business and not to influence control.

Negative

• None.

Insights

Securities Analyst

TL;DR: Armistice holds a meaningful passive stake (6.0%) via its Master Fund with shared voting/dispositive power, indicating a notable but non-controlling investor position.

Armistice Capital reports beneficial ownership of 1,624,000 shares (6.0%). The structure — an investment manager exercising shared voting and dispositive power on behalf of the Master Fund — is typical for asset managers and signals coordinated reporting rather than a control intent. The certification emphasizes ordinary-course holdings and disclaims an intent to influence control, which is consistent with a Schedule 13G filing as opposed to an activist 13D. For investors, this filing documents a concentrated holder but does not imply governance changes.

Corporate Governance Expert

TL;DR: A 6.0% passive position with shared power is material for disclosure but does not alone indicate control or activist intentions.

The filing clarifies that Armistice, via an Investment Management Agreement, exercises voting and investment power for the Master Fund, and Mr. Boyd is reported as managing member with shared authority. The explicit statement that holdings are ordinary-course and not for changing control aligns with Schedule 13G treatment. From a governance perspective, the reporting persons could influence outcomes if they coordinate with other large holders, but this filing contains no such indication.

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)

03475V101

(CUSIP Number)

06/30/2025

(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. 03475V101

1

Names of Reporting Persons

Armistice Capital, 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 1,624,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,624,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,624,000.00

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 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 03475V101

1

Names of Reporting Persons

Steven Boyd

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 1,624,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,624,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,624,000.00

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 %

12

Type of Reporting Person (See Instructions)

HC, IN

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: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 03475V101
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: 1,624,000
(b)	Percent of class: 6.00 %
(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: 1,624,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,624,000 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 27,072,129 Shares outstanding as of May 9, 2025, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May ,14 2025. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
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. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
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 acquired and are held in the ordinary course of business and 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.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many Alto Neuroscience (ANRO) shares does Armistice Capital report owning?

Armistice Capital and Steven Boyd report beneficial ownership of 1,624,000 shares of ANRO.

What percentage of Alto Neuroscience does the reported stake represent?

The reported stake represents 6.0% of the outstanding common stock based on 27,072,129 shares outstanding.

Does Armistice Capital have sole voting or dispositive power over the shares?

No; the filing reports 0 sole voting power and 0 sole dispositive power, and 1,624,000 shares under shared voting and dispositive power.

Who is the direct holder of the reported shares?

The reported direct holder is Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager.

Does the filing indicate an intent to change or influence control of ANRO?

No; the filing contains a certification that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.