SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Apeiron Investment Group Ltd.

(Last)

(First)

(Middle)

66 AND 67 AMERY STREET

(Street)

SLIEMA

SLM1707

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2023

3. Issuer Name and Ticker or Trading Symbol
Alto Neuroscience, Inc. [ ANRO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	182,577	⁽¹⁾	D⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	478,359	⁽¹⁾	I	By Apeiron Presight Capital Fund II, L.P.⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	196,299	⁽⁴⁾	I	By Apeiron Presight Capital Fund II, L.P.⁽³⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,148,063	⁽¹⁾	I	By Co-Investment Fund 3, a Sub-Fund of Apeiron SICAV Ltd⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	287,015	⁽¹⁾	I	By Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE⁽⁶⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	196,299	⁽⁴⁾	I	By Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE⁽⁶⁾
Warrants to Purchase Series A Preferred Stock (right to buy)	⁽⁷⁾	⁽⁷⁾	Series A Preferred Stock	444,561⁽⁸⁾	$4.6996	D⁽²⁾

1. Name and Address of Reporting Person^*

Apeiron Investment Group Ltd.

(Last)

(First)

(Middle)

66 AND 67 AMERY STREET

(Street)

SLIEMA

SLM1707

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Angermayer Christian

(Last)

(First)

(Middle)

66 AND 67 AMERY STREET

(Street)

SLIEMA

SLM1707

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Apeiron Presight Capital Fund II, L.P.

(Last)

(First)

(Middle)

66 AND 67 AMERY STREET

(Street)

SLIEMA

SLM1707

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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	02/02/2024
	Apeiron Investment Group Ltd., By: /s/ Julien Hoefer, Director	02/02/2024
	Apeiron Presight Capital Fund II, L.P., By /s/ Julien Hoefer, Director	02/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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