Apeiron Investment Group Ltd. - 06 Feb 2024 Form 4 Insider Report for Alto Neuroscience, Inc. (ANRO)

Role
Other*
Signature
Apeiron Investment Group Ltd. By: /s/ Julien Hoefer, Director
Issuer symbol
ANRO
Transactions as of
06 Feb 2024
Net transactions value
$0
Form type
4
Filing time
06 Mar 2024, 09:15:59 UTC
Previous filing
02 Jun 2023
Next filing
17 Apr 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ANRO Common Stock Conversion of derivative security +251,881 251,881 06 Feb 2024 Direct F1, F2
transaction ANRO Common Stock Conversion of derivative security +674,658 674,658 06 Feb 2024 By Apeiron Presight Capital Fund II, L.P.( F1, F3

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
transaction ANRO Warrants to Purchase Series A Preferred Stock Conversion of derivative security -444,561 -100% 0 06 Feb 2024 Common Stock 69,304 Direct F2, F4
transaction ANRO Series A Preferred Stock Conversion of derivative security -406,072 -100% 0 06 Feb 2024 Common Stock 182,577 Direct F1, F2
transaction ANRO Series A Preferred Stock Conversion of derivative security -1,063,918 -100% 0 06 Feb 2024 Common Stock 478,359 By Apeiron Presight Capital Fund II, L.P. F1, F3
transaction ANRO Series B Preferred Stock Conversion of derivative security -416,665 -100% 0 06 Feb 2024 Common Stock 196,299 By Apeiron Presight Capital Fund II, L.P. F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Apeiron Investment Group Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the closing of the Issuer's initial public offering, each share of Series A preferred stock automatically converted into common stock 2.2241 for 1 basis.
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 In connection with the closing of the Issuer's initial public offering, the Warrants were exercised on a cashless basis into shares of Series A Preferred Stock, which were automatically converted into shares of Common Stock on a 2.2241 for 1 basis.
F5 In connection with the closing of the Issuer's initial public offering, each share of Series B Preferred automatically converted into common stock on a 2.1226069 for 1 basis.

Remarks:

The Form 3 filed by the Reporting Persons on February 2, 2024 inadvertently included securities Apeiron SICAV Ltd. The Reporting Persons do not have voting or dispositve power over such securities and disclaim any beneficial ownership of such securities. As a result of foregoing, the Reporting Persons were inadvertently characterized as 10% owners.