Apeiron Investment Group Ltd. - Feb 1, 2023 Form 3 Insider Report for Alto Neuroscience, Inc. (ANRO)

Role: 10%+ Owner
Signature: /s/ Christian Angermayer
Stock symbol: ANRO
Transactions as of: Feb 1, 2023
Transactions value $: $0
Form type: 3
Date filed: 2/2/2024, 04:54 PM
Previous filing: Jul 20, 2022
Next filing: Feb 27, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ANRO	Series A Preferred Stock							Feb 1, 2023	Common Stock	183K		Direct	F1, F2
holding	ANRO	Series A Preferred Stock							Feb 1, 2023	Common Stock	478K		By Apeiron Presight Capital Fund II, L.P.	F1, F3
holding	ANRO	Series B Preferred Stock							Feb 1, 2023	Common Stock	196K		By Apeiron Presight Capital Fund II, L.P.	F3, F4
holding	ANRO	Series A Preferred Stock							Feb 1, 2023	Common Stock	1.15M		By Co-Investment Fund 3, a Sub-Fund of Apeiron SICAV Ltd	F1, F5
holding	ANRO	Series A Preferred Stock							Feb 1, 2023	Common Stock	287K		By Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE	F1, F6
holding	ANRO	Series B Preferred Stock							Feb 1, 2023	Common Stock	196K		By Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE	F4, F6
holding	ANRO	Warrants to Purchase Series A Preferred Stock (right to buy)							Feb 1, 2023	Series A Preferred Stock	445K	$4.70	Direct	F2, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Series A Preferred Stock is convertible at any time, at the holder's election, and will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering on a 2.2241 for 1 basis into the number of shares of Common Stock shown in column 3 and has no expiration date.
F2	The reportable securities are held by Apeiron Investment Group Ltd. ("Apeiron"). Christian Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities.
F3	The reportable securities are held by Apeiron Presight Capital Fund II, L.P. ("Apeiron Presight"). Apeiron Investment Group Ltd. ("Apeiron") and Fabian Hansen are the managing members of Presight Capital Management I, L.L.C. ("Presight Management"), which is the general partner of Apeiron Presight. As a result, each of Apeiron, Mr. Hansen and Presight Management may be deemed to share beneficial ownership of the securities.
F4	Each share of Series B Preferred Stock is convertible at any time, at the holder's election, and will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering on a 2.1226069 for 1 basis into the number of shares of Common Stock shown in column 3 and has no expiration date.
F5	The reportable securities are held by Co-Investment Fund 3, a Sub-Fund of Apeiron SICAV Ltd. ("SICAV 3"). Heinz Daxl is the Director of SICAV 3 and may be deemed to share beneficial ownership of the securities.
F6	The reportable securities are held by Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE ("SICAV ONE"). Heinz Daxl is the Director of SICAV ONE and may be deemed to share beneficial ownership of the securities.
F7	The Warrants to Purchase Series A Preferred Stock (the "Warrants") are currently exercisable. Each Warrant is exercisable until its expiration, which will be triggered upon the closing of the Issuer's initial public offering.
F8	Upon the Issuer's consummation of an initial public offering, the Warrants shall be exercised on a cashless basis into shares of Series A Preferred Stock, which shall be automatically converted into shares of Common Stock on a 2.2241 for 1 basis.