SCHEDULE: Commodore Capital Discloses 9.8% Stake in Alto Neuroscience

Commodore Capital LP and its affiliates have reported a 9.8% beneficial ownership stake in Alto Neuroscience, Inc., totaling 3,190,267 shares.

Summary

• Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz collectively reported beneficial ownership of 3,190,267 shares of Alto Neuroscience, Inc. Common Stock.
• This aggregate amount represents 9.8% of the outstanding class of securities.
• The ownership includes 1,653,913 shares of Common Stock and 1,536,354 shares acquirable through the exercise of pre-funded warrants.
• The ownership percentage is calculated based on 30,908,892 shares outstanding as of October 20, 2025, plus the 1,536,354 shares from warrants.
• The shares were not acquired for the purpose of changing or influencing the control of Alto Neuroscience, Inc.

Sentiment

Score: 7

Explanation: The disclosure of a significant institutional stake by Commodore Capital is generally viewed positively as it signals confidence and potential long-term interest in Alto Neuroscience. The explicit statement that the shares were not acquired for control purposes also reduces potential concerns about activist pressure.

Positives

• Significant institutional investment by Commodore Capital, indicating potential confidence in Alto Neuroscience.
• The investment includes both direct shares and pre-funded warrants, suggesting a potentially long-term perspective.
• The filers explicitly state the acquisition is not for the purpose of changing or influencing control, which may reduce concerns about potential activist campaigns.

Industry Context

This filing indicates increased institutional interest in Alto Neuroscience, a company operating in the biotechnology and neuroscience sector. Such significant stakes by investment firms like Commodore Capital can signal market confidence in the company's pipeline or strategic direction, a common occurrence in the capital-intensive biotech industry where investor backing is crucial for R&D and commercialization efforts.

Stakeholder Impact

• Shareholders: Increased institutional ownership may be perceived as a positive signal, potentially boosting investor confidence and liquidity.
• Company Management: The explicit statement that the stake is not for control purposes may alleviate concerns about potential activist pressure, allowing management to focus on long-term strategy.

Key Dates

Keywords

Alto Neuroscience, Commodore Capital, Beneficial Ownership, Schedule 13G, Common Stock, Pre-Funded Warrants, Institutional Investment, Biotechnology, Neuroscience