Form 4: Apeiron Investment Group Reports Changes in Beneficial Ownership of Alto Neuroscience Following IPO

Apeiron Investment Group and related entities report changes in beneficial ownership of Alto Neuroscience's stock following the company's initial public offering, including conversions of preferred stock and warrants into common stock.

Summary

• Apeiron Investment Group Ltd., Apeiron Presight Capital Fund II, L.P., and Christian Angermayer filed a Form 4 detailing changes in their beneficial ownership of Alto Neuroscience, Inc. (ANRO) stock.
• The changes occurred on February 6, 2024, in connection with the closing of Alto Neuroscience's initial public offering (IPO).
• Series A preferred stock was automatically converted into common stock at a rate of 2.2241 shares of common stock for each share of preferred stock.
• Warrants to purchase Series A Preferred Stock were exercised on a cashless basis and converted into common stock at the same rate.
• Series B preferred stock was automatically converted into common stock at a rate of 2.1226069 shares of common stock for each share of preferred stock.
• The report indicates Apeiron Investment Group Ltd. directly owns 251,881 shares of common stock.
• Apeiron Presight Capital Fund II, L.P. indirectly owns 674,658 shares of common stock through Apeiron Presight Capital Fund II, L.P.
• The filing also corrects an error in a previous Form 3, clarifying that the reporting persons do not have voting or dispositive power over securities held by Apeiron SICAV Ltd. and disclaim beneficial ownership of those securities.

Sentiment

Score: 7

Explanation: The document is a routine regulatory filing detailing expected changes in ownership following an IPO. It doesn't contain information that would significantly sway investor sentiment positively or negatively. The correction of a previous error is a positive sign of due diligence.

Positives

• The conversion of preferred stock and warrants into common stock simplifies the capital structure of Alto Neuroscience following its IPO.

Industry Context

Form 4 filings are standard practice after significant events like IPOs, as they disclose changes in ownership by insiders and major shareholders. This filing provides transparency into the post-IPO ownership structure of Alto Neuroscience.

Comparison to Industry Standards

• Form 4 filings are a standard regulatory requirement for publicly traded companies in the United States, ensuring transparency of insider transactions.
• Similar filings are expected from other major shareholders of Alto Neuroscience following the IPO.

Stakeholder Impact

• Shareholders: Provides transparency regarding the ownership structure of the company post-IPO.
• Potential Investors: Offers insights into the holdings of major investors.

Key Dates