Apeiron Investment Group Ltd. - 01 Feb 2023 Form 3 Insider Report for Alto Neuroscience, Inc. (ANRO)

Role
10%+ Owner
Signature
/s/ Christian Angermayer
Issuer symbol
ANRO
Transactions as of
01 Feb 2023
Net transactions value
$0
Form type
3
Filing time
02 Feb 2024, 16:54:08 UTC
Previous filing
20 Jul 2022
Next filing
27 Feb 2023
SEC
View on sec.gov

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 01 Feb 2023 Common Stock 182,577 Direct F1, F2
holding ANRO Series A Preferred Stock 01 Feb 2023 Common Stock 478,359 By Apeiron Presight Capital Fund II, L.P. F1, F3
holding ANRO Series B Preferred Stock 01 Feb 2023 Common Stock 196,299 By Apeiron Presight Capital Fund II, L.P. F3, F4
holding ANRO Series A Preferred Stock 01 Feb 2023 Common Stock 1,148,063 By Co-Investment Fund 3, a Sub-Fund of Apeiron SICAV Ltd F1, F5
holding ANRO Series A Preferred Stock 01 Feb 2023 Common Stock 287,015 By Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE F1, F6
holding ANRO Series B Preferred Stock 01 Feb 2023 Common Stock 196,299 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) 01 Feb 2023 Series A Preferred Stock 444,561 $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.