Alto Neuroscience Announces Director Changes

Ticker: ANRO · Form: 8-K · Filed: 2025-07-08T00:00:00.000Z

Sentiment: neutral

Topics: board-changes, officer-compensation, director-appointment, director-departure

TL;DR

Alto Neuroscience board shake-up: Dr. Kupfer out, Dr. Liebowitz in.

AI Summary

Alto Neuroscience, Inc. announced on July 3, 2025, the departure of Director Dr. David Kupfer and the appointment of Dr. Michael R. Liebowitz as a new director. The company also reported on compensatory arrangements for certain officers.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board and officer changes, with no immediate financial or operational risks indicated.

Key Players & Entities

FAQ

Who is Dr. David Kupfer and why did he depart from the board?

Dr. David Kupfer was a Director of Alto Neuroscience, Inc. The filing states his departure but does not provide a reason.

What is Dr. Michael R. Liebowitz's background and role on the board?

Dr. Michael R. Liebowitz has been appointed as a new director. Specific details about his background or committee assignments are not provided in this filing.

What specific compensatory arrangements were discussed for officers?

The filing indicates that compensatory arrangements of certain officers were a subject of this report, but the specific details of these arrangements are not elaborated upon in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on July 3, 2025.

What is Alto Neuroscience, Inc.'s principal executive office address?

Alto Neuroscience, Inc.'s principal executive offices are located at 650 Castro St, Suite 450, Mountain View, CA 94041.

From the Filing

0001999480-25-000061.txt : 20250708 0001999480-25-000061.hdr.sgml : 20250708 20250708171854 ACCESSION NUMBER: 0001999480-25-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20250703 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250708 DATE AS OF CHANGE: 20250708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alto Neuroscience, Inc. CENTRAL INDEX KEY: 0001999480 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 834210124 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41944 FILM NUMBER: 251111725 BUSINESS ADDRESS: STREET 1: 650 CASTRO STREET, SUITE 450 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 773-255-5012 MAIL ADDRESS: STREET 1: 650 CASTRO STREET, SUITE 450 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 8-K 1 alto-20250703.htm 8-K alto-20250703 0001999480 False 0001999480 2025-07-03 2025-07-03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FORM 8-K _____________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2025 _____________________ ALTO NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in its Charter) _____________________ Delaware   001-41944 83-4210124 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 650 Castro St, Suite 450 , Mountain View , CA 94041 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 650 ) 200-0412 N/A (Former name or former address, if changed since last report.) _____________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share ANRO New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Repricing of Designated Underwater Options On July 3, 2025, the Board of Directors (the “Board”) of Alto Neuroscience, Inc. (the “Company”) approved an option repricing, which was effective at the close of market on July 3, 2025 (the “Effective Date”). The repricing generally applies to options to purchase shares of the Company’s common stock that: (i) were granted under the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) and the Company's 2024 Equity Incentive Plan (the “2024 Plan”, and together with the 201

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