SC 13G

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Amit Etkin

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SC 13G 1 d873145dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2

(Amendment No. )*

Alto Neuroscience, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

02157Q109

(CUSIP Number)

September 30, 2024

(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)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 02157Q109		13G		Page 2 of 5 Pages

Consists of: (i) 1,205,465 shares of the Issuer’s common stock and (ii) 255,665 shares of common stock issuable upon the exercise of stock options within 60 days of September 30, 2024. Does not include 34,711 shares of the Issuer’s common stock issuable upon the vesting of an outstanding restricted stock unit which vests in two equal installments on September 1, 2025 and March 1, 2026, subject to the Reporting Person’s continuous service through such vesting date.

²	This percentage is calculated based upon 26,970,168 outstanding shares of the Issuer’s common stock as of November 8, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024.


CUSIP No. 02157Q109		13G		Page 3 of 5 Pages

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

Amit Etkin

(b)	Address of Principal Business Office or, if none, Residence

c/o Alto Neuroscience, Inc.

650 Castro Street, Suite 450

Mountain View, CA 94041

(c)	Citizenship

United States Citizen.

(d)	Title of Class of Securities

Common Stock

(e)	CUSIP Number

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: NOT APPLICABLE.


(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);
(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).


CUSIP No. 02157Q109		13G		Page 4 of 5 Pages

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: See responses to Item 9 on the attached cover pages.

(b)

Percent of class: See the responses to Item 11 on the attached cover pages.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote – See the responses to Item 5 on the attached cover pages.

(ii)

Shared power to vote or to direct the vote – See the responses to Item 6 on the attached cover pages.

(iii)

Sole power to dispose or to direct the disposition of – See the responses to Item 7 on the attached cover pages.

(iv)

Shared power to dispose or to direct the disposition of – See the responses to Item 8 on the attached cover pages.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five 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

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.

Certification

Not Applicable.


CUSIP No. 02157Q109		13G		Page 5 of 5 Pages

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.

November 14, 2024

/s/ Amit Etkin

Amit Etkin

SEC Form SC 13G filed by Alto Neuroscience Inc.