Sec Form 4 Filing - Apeiron Investment Group Ltd. @ Alto Neuroscience, Inc. - 2024-02-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Apeiron Investment Group Ltd. 2. Issuer Name and Ticker or Trading Symbol Alto Neuroscience, Inc. [ ANRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 66 & 67 AMERY STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2024 (Street) SILEMA, O1SLM1707 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/06/2024 C 251,881 A 251,881 D ( 2 ) Common Stock 02/06/2024 C 674,658 A 674,658 I By Apeiron Presight Capital Fund II, L.P.( ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants to Purchase Series A Preferred Stock ( 4 ) 02/06/2024 C 444,561 ( 4 ) ( 4 ) Common Stock 69,304 ( 4 ) 0 D ( 2 ) Series A Preferred Stock ( 1 ) 02/06/2024 C 406,072 ( 1 ) ( 1 ) Common Stock 182,577 ( 1 ) 0 D ( 2 ) Series A Preferred Stock ( 1 ) 02/06/2024 C 1,063,918 ( 1 ) ( 1 ) Common Stock 478,359 ( 1 ) 0 I By Apeiron Presight Capital Fund II, L.P. ( 3 ) Series B Preferred Stock ( 5 ) 02/06/2024 C 416,665 ( 5 ) ( 5 ) Common Stock 196,299 ( 1 ) 0 I By Apeiron Presight Capital Fund II, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Apeiron Investment Group Ltd. 66 & 67 AMERY STREET SILEMA, O1SLM1707 See Remarks Apeiron Presight Capital Fund II, L.P. 66 & 67 AMERY STREET SILEMA, O1SLM 1707 See Remarks Angermayer Christian 66 & 67 AMERY STREET SILEMA, O1SLM 1707 See Remarks Signatures Apeiron Investment Group Ltd. By: /s/ Julien Hoefer, Director 03/05/2024 Signature of Reporting Person Date Apeiron Presight Capital Fund II, L.P. By: /s/ Julien Hoefer, Director 03/05/2024 Signature of Reporting Person Date /s/ Christian Angermayer 03/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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