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