SEC Form SCHEDULE 13G filed by Alto Neuroscience Inc.
$ANRO
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Alto Neuroscience, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
02157Q109 (CUSIP Number) |
01/13/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,617,855.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,617,855.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,617,855.00 | ||||||||
| 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)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| 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 1,587,855 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 1,417,391 shares of Common Stock issuable to the Reporting Persons upon conversion of up to $9,000,000 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, $4,000,000 of which is convertible into 381,315 shares of Common Stock at a conversion price of $10.49 per share (the "Original Conversion Shares") and $5,000,000 of which is convertible into 1,036,076 shares of Common Stock 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of January 13, 2025 and the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 1,617,855 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 1,417,391 shares of Common Stock K2HV Equity has the right to acquire upon conversion of the Conversion Shares. | |
| (b) | Percent of class:
As of January 13, 2025, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.7% of the shares of Common Stock outstanding. As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.6% of the shares of Common Stock outstanding.
The percentages set forth herein are calculated based on the sum of (i) 26,986,560 shares of Common Stock outstanding as of December 31, 2024 and 27,072,129 shares of Common Stock outstanding as of March 17, 2025, each as reported in the Issuer's annual report on Form 10-K, filed with the Securities and Exchange Commission on March 20, 2025, (ii) an aggregate 170,464 shares of Common Stock that are issuable to K2HV Equity within 60 days upon exercise of the Warrants, and (iii) an aggregate 1,417,391 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:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
1,617,855 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,617,855 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement, dated May 15, 2025 |