0001415889-24-002344.txt : 20240202
0001415889-24-002344.hdr.sgml : 20240202
20240202165408
ACCESSION NUMBER: 0001415889-24-002344
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230201
FILED AS OF DATE: 20240202
DATE AS OF CHANGE: 20240202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Apeiron Presight Capital Fund II, L.P.
CENTRAL INDEX KEY: 0001840676
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41944
FILM NUMBER: 24592401
BUSINESS ADDRESS:
STREET 1: 340 S LEMON AVE #3391
CITY: WALNUT
STATE: CA
ZIP: 91789
BUSINESS PHONE: 4156382393
MAIL ADDRESS:
STREET 1: 340 S LEMON AVE #3391
CITY: WALNUT
STATE: CA
ZIP: 91789
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Apeiron Investment Group Ltd.
CENTRAL INDEX KEY: 0001845711
ORGANIZATION NAME:
STATE OF INCORPORATION: O1
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41944
FILM NUMBER: 24592403
BUSINESS ADDRESS:
STREET 1: BLOCK A, APT.12
STREET 2: IL-PIAZZETTA, TOWER ROAD
CITY: SLIEMA
STATE: O1
ZIP: SLM1605
BUSINESS PHONE: 44 7557 251 563
MAIL ADDRESS:
STREET 1: BLOCK A, APT.12
STREET 2: IL-PIAZZETTA, TOWER ROAD
CITY: SLIEMA
STATE: O1
ZIP: SLM1605
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Angermayer Christian
CENTRAL INDEX KEY: 0001845872
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41944
FILM NUMBER: 24592402
MAIL ADDRESS:
STREET 1: BLOCK A, APT.12
STREET 2: IL-PIAZZETTA, TOWER ROAD
CITY: SLIEMA
STATE: O1
ZIP: SLM1605
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Alto Neuroscience, Inc.
CENTRAL INDEX KEY: 0001999480
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 834210124
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 369 SOUTH SAN ANTONIO RD.
CITY: LOS ALTOS
STATE: CA
ZIP: 94022
BUSINESS PHONE: 773-255-5012
MAIL ADDRESS:
STREET 1: 369 SOUTH SAN ANTONIO RD.
CITY: LOS ALTOS
STATE: CA
ZIP: 94022
3
1
form3-02022024_090257.xml
X0206
3
2023-02-01
0
0001999480
Alto Neuroscience, Inc.
ANRO
0001845711
Apeiron Investment Group Ltd.
66 AND 67 AMERY STREET
SLIEMA
O1
SLM1707
MALTA
false
false
true
false
0001845872
Angermayer Christian
66 AND 67 AMERY STREET
SLIEMA
O1
SLM1707
MALTA
0
0
1
0
0001840676
Apeiron Presight Capital Fund II, L.P.
66 AND 67 AMERY STREET
SLIEMA
O1
SLM1707
MALTA
0
0
1
0
Series A Preferred Stock
Common Stock
182577
D
Series A Preferred Stock
Common Stock
478359
I
By Apeiron Presight Capital Fund II, L.P.
Series B Preferred Stock
Common Stock
196299
I
By Apeiron Presight Capital Fund II, L.P.
Series A Preferred Stock
Common Stock
1148063
I
By Co-Investment Fund 3, a Sub-Fund of Apeiron SICAV Ltd
Series A Preferred Stock
Common Stock
287015
I
By Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE
Series B Preferred Stock
Common Stock
196299
I
By Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE
Warrants to Purchase Series A Preferred Stock (right to buy)
4.6996
Series A Preferred Stock
444561
D
Each share of Series A Preferred Stock is convertible at any time, at the holder's election, and will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering on a 2.2241 for 1 basis into the number of shares of Common Stock shown in column 3 and has no expiration date.
The reportable securities are held by Apeiron Investment Group Ltd. ("Apeiron"). Christian Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities.
The reportable securities are held by Apeiron Presight Capital Fund II, L.P. ("Apeiron Presight"). Apeiron Investment Group Ltd. ("Apeiron") and Fabian Hansen are the managing members of Presight Capital Management I, L.L.C. ("Presight Management"), which is the general partner of Apeiron Presight. As a result, each of Apeiron, Mr. Hansen and Presight Management may be deemed to share beneficial ownership of the securities.
Each share of Series B Preferred Stock is convertible at any time, at the holder's election, and will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering on a 2.1226069 for 1 basis into the number of shares of Common Stock shown in column 3 and has no expiration date.
The reportable securities are held by Co-Investment Fund 3, a Sub-Fund of Apeiron SICAV Ltd. ("SICAV 3"). Heinz Daxl is the Director of SICAV 3 and may be deemed to share beneficial ownership of the securities.
The reportable securities are held by Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE ("SICAV ONE"). Heinz Daxl is the Director of SICAV ONE and may be deemed to share beneficial ownership of the securities.
The Warrants to Purchase Series A Preferred Stock (the "Warrants") are currently exercisable. Each Warrant is exercisable until its expiration, which will be triggered upon the closing of the Issuer's initial public offering.
Upon the Issuer's consummation of an initial public offering, the Warrants shall be exercised on a cashless basis into shares of Series A Preferred Stock, which shall be automatically converted into shares of Common Stock on a 2.2241 for 1 basis.
/s/ Christian Angermayer
2024-02-02
Apeiron Investment Group Ltd., By: /s/ Julien Hoefer, Director
2024-02-02
Apeiron Presight Capital Fund II, L.P., By /s/ Julien Hoefer, Director
2024-02-02