SCHEDULE 13G: K2 HealthVentures Equity Trust Discloses 5.6% Stake in Alto Neuroscience, Inc. via Debt Conversion and Warrants
Beneficial Ownership Disclosure
K2 HealthVentures Equity Trust LLC and its managing members have disclosed a beneficial ownership of 5.6% in Alto Neuroscience, Inc., primarily through convertible debt and warrants.
Summary
- K2 HealthVentures Equity Trust LLC, along with its managing members Parag Shah and Anup Arora (collectively, the "Reporting Persons"), beneficially own an aggregate of 1,617,855 shares of Alto Neuroscience, Inc. Common Stock.
- This beneficial ownership represents approximately 5.6% of Alto Neuroscience, Inc.'s outstanding Common Stock as of May 15, 2025, and 5.7% as of January 13, 2025.
- The total beneficial ownership comprises 30,000 shares directly held by K2HV Equity, 170,464 shares acquirable through warrants, and 1,417,391 shares acquirable upon conversion of outstanding debt obligations.
- The warrants include Original Warrants for 35,773 shares and Refinance Warrants for 134,691 shares, both exercisable at $3.7122 per share, expiring on December 15, 2032, and January 13, 2035, respectively.
- The convertible debt includes up to $9,000,000 from a Loan and Security Agreement; $4,000,000 is convertible into 381,315 shares at $10.49 per share, and $5,000,000 is convertible into 1,036,076 shares at $4.8259 per share.
- The percentages of class are calculated based on 26,986,560 shares outstanding as of December 31, 2024, and 27,072,129 shares outstanding as of March 17, 2025, as reported in the Issuer's Form 10-K, plus the shares issuable from warrants and conversions.
Sentiment
Score: 5
Explanation: Factual disclosure of beneficial ownership, no inherent positive or negative sentiment regarding company performance or outlook.
Positives
- The document is a factual disclosure of beneficial ownership and does not contain inherent positive business developments or financial performance metrics.
Negatives
- The document is a factual disclosure of beneficial ownership and does not contain inherent negative business developments or financial performance metrics.
Future Outlook
The filing indicates that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, suggesting a passive investment stance by the Reporting Persons.
Industry Context
NA
Related Party Transactions
- The document discloses a Loan and Security Agreement, dated December 16, 2022, between Alto Neuroscience, Inc. and K2 HealthVentures Equity Trust LLC, which was amended on January 13, 2025.
- Under this agreement, K2HV Equity holds up to $9,000,000 in outstanding debt obligations from Alto Neuroscience, Inc., which are convertible into 1,417,391 shares of Common Stock.
- K2HV Equity also holds warrants to purchase an aggregate of 170,464 shares of Common Stock from Alto Neuroscience, Inc.
Stakeholder Impact
- Shareholders: The disclosure of a significant beneficial owner (5.6%) provides transparency regarding the company's ownership structure. The potential conversion of debt and exercise of warrants into common stock could lead to dilution for existing shareholders.
Key Dates
| Date | Description |
|---|---|
| 2022-12-16 | Date of the original Loan and Security Agreement between Alto Neuroscience, Inc. and K2 HealthVentures Equity Trust LLC. |
| 2024-12-31 | Shares of Common Stock outstanding reported as 26,986,560. |
| 2025-01-13 | Date of event which requires filing of this statement; date of the First Amendment to Loan and Security Agreement; expiration date of Refinance Warrants. |
| 2025-03-17 | Shares of Common Stock outstanding reported as 27,072,129. |
| 2025-03-20 | Date Alto Neuroscience, Inc.'s annual report on Form 10-K was filed with the SEC. |
| 2025-05-15 | Date of filing of this Schedule 13G and the Joint Filing Agreement. |
| 2032-12-15 | Expiration date of Original Warrants. |
| 2035-01-13 | Expiration date of Refinance Warrants. |
Keywords
Alto Neuroscience, K2 HealthVentures Equity Trust, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Convertible Debt, SEC Filing, Investment, Biotechnology, Pharmaceuticals
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