tm2611320-1_s3 - none

S-3 1 tm2611320-1_s3.htm S-3 tm2611320-1_s3 - none - 4.2812889s

As filed with the Securities and Exchange Commission on April 10, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ALTO NEUROSCIENCE, INC.
(Exact name of registrant as specified in its charter)

	Delaware			83-4210124
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

650 Castro St, Suite 450
Mountain View, CA 94041
(650) 200-0412
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

Amit Etkin, M.D., Ph.D.
President and Chief Executive Officer
Alto Neuroscience, Inc.
650 Castro St, Suite 450
Mountain View, CA 94041
(650) 200-0412
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Divakar Gupta
Courtney M.W. Tygesson
Madison A. Jones
Cooley LLP
110 N. Wacker Drive, Suite 4200
Chicago, IL 60606
(312) 881-6500

Nicholas Smith
Chief Financial Officer
Alto Neuroscience, Inc.
650 Castro Street, Suite 450
Mountain View, CA 94041
(650) 200-0412

From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

	Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
THE OFFERING		6
RISK FACTORS		7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		8
USE OF PROCEEDS		10
SELLING STOCKHOLDERS		11
PLAN OF DISTRIBUTION		15
LEGAL MATTERS		17
EXPERTS		17
WHERE YOU CAN FIND MORE INFORMATION		17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		18

	Beneficial Ownership Prior to this Offering						Beneficial Ownership After This Offering(1)
Name of Selling Stockholder	Number of Shares		Percentage of Outstanding Common Stock		Number of Shares Being Offered(2)		Number of Shares		Percentage of Outstanding Common Stock
Commodore Capital Master LP(3)		3,588,179		9.99%		2,900,000		3,359,550		8.71%
Perceptive Life Sciences Master Fund, Ltd.(4)		3,667,347		9.99%		725,000		3,747,813		9.99%
Entities affiliated with Sirenia Capital Management LP(5)		2,591,587		7.23%		475,000		2,116,587		5.91%
Entities affiliated with Vestal Point Capital, LP(6)		2,064,075		5.89%		75,000		1,989,075		5.67%
Entities affiliated with Venrock Healthcare Capital Partners(7)		1,000,000		2.81%		1,000,000		—		—
Entities affiliated with Spruce Street Capital Management LP(8)		725,210		2.07%		600,000		125,210		*
Entities affiliated with Driehaus Capital Management(9)		486,762		1.39%		150,000		336,762		*
Entities affiliated with Dellora Investments LP(10)		75,000		*		75,000		—		—

	Amount
SEC registration fee		$	17,914
Accounting fees and expenses			75,000
Legal fees and expenses			140,000
Printing and miscellaneous expenses			17,086
Total		$	250,000

Signatures	Title	Date
/s/ Amit Etkin Amit Etkin, M.D., Ph.D.	President, Chief Executive Officer, and Chair of the Board of Directors (Principal Executive Officer)	April 10, 2026
/s/ Nicholas Smith Nicholas Smith	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 10, 2026
/s/ Christopher Nixon Cox Christopher Nixon Cox	Director	April 10, 2026
/s/ Andrew Dreyfus Andrew Dreyfus	Director	April 10, 2026
/s/ Husseini Manji Husseini Manji, M.D.	Director	April 10, 2026
/s/ Raymond Sanchez Raymond Sanchez, M.D.	Director	April 10, 2026
/s/ Gwill York Gwill York	Director	April 10, 2026

SEC Form S-3 filed by Alto Neuroscience Inc.