Alto Neuroscience Files 8-K: Material Agreement & Equity Sales

TL;DR

Alto Neuro just dropped an 8-K – new debt, equity sales, and financial docs filed.

AI Summary

On July 24, 2024, Alto Neuroscience, Inc. entered into a Material Definitive Agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered equity sales, which can introduce financial obligations and dilution risks.

Key Players & Entities

• Alto Neuroscience, Inc. (company) — Registrant
• July 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share ANRO New York Stock
• $11.7 m — e to the Company of up to approximately $11.7 million, payable in six tranches; $2.0 mi
• $2.0 million — $11.7 million, payable in six tranches; $2.0 million is being funded upon the execution of t

Filing Documents

• alto-20240724.htm (8-K) — 33KB
• exhibit101.htm (EX-10.1) — 280KB
• 0001999480-24-000025.txt ( ) — 517KB
• alto-20240724.xsd (EX-101.SCH) — 2KB
• alto-20240724_def.xml (EX-101.DEF) — 13KB
• alto-20240724_lab.xml (EX-101.LAB) — 26KB
• alto-20240724_pre.xml (EX-101.PRE) — 16KB
• alto-20240724_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As of July 24, 2024 (the "Effective Date"), Alto Neuroscience, Inc. (the "Company") entered into a convertible loan agreement (the "Grant Agreement") with The Wellcome Trust Limited ("Wellcome"), pursuant to which the Company received a funding award to support the Company's Phase 2b clinical trial evaluating ALTO-100 in patients with bipolar depression (the "Clinical Trial"). The Grant Agreement provides for an unsecured convertible loan (the "Loan") from Wellcome to the Company of up to approximately $11.7 million, payable in six tranches; $2.0 million is being funded upon the execution of the Grant Agreement, and the remainder will be funded upon the completion of certain milestones relating to the Clinical Trial, subject to certain conditions as described in the Grant Agreement. Outstanding amounts under the Loan accrue interest at an annual rate equal to the Sterling Overnight Index Rate plus 2%, subject to potential adjustment if such annual interest rate equals or exceeds 9% at any time. Proceeds from the Loan may be used by the Company solely to advance development of ALTO-100 in bipolar depression. The Grant Agreement also includes customary covenants, representations and warranties, as more fully set forth in the Grant Agreement, including with respect to the conduct of the Clinical Trial and certain information and audit rights of Wellcome in connection therewith. The Company is required to use reasonable efforts to conduct the Clinical Trial and to achieve specified milestones related to patient recruitment and the conduct of the Clinical Trial. Further, the Company is required to use reasonable efforts to further develop and exploit ALTO-100 in bipolar depression by itself or with third parties, including using reasonable efforts to take into account Wellcome's approach to equitable access to healthcare interventions. In addition, if the Company does not exploit or develop ALTO-100 (other than

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of Common Stock issuable upon a conversion of the Loan have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued, if necessary, in reliance upon the exemptions from registration contained in Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Convertible Loan Agreement, by and between the Registrant and The Wellcome Trust Limited, dated as of July 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALTO NEUROSCIENCE, INC. Dated: July 29, 2024 By: /s/ Amit Etkin Amit Etkin, M.D., Ph.D. President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR