Sec Form 3 Filing - Apeiron Investment Group Ltd. @ Alto Neuroscience, Inc. - 2023-02-01

FORM 3 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 66 AND 67 AMERY STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2023 (Street) SLIEMA, 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

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 Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 182,577 D ( 2 ) Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 478,359 I By Apeiron Presight Capital Fund II, L.P. ( 3 ) Series B Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 196,299 I By Apeiron Presight Capital Fund II, L.P. ( 3 ) Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,148,063 I By Co-Investment Fund 3, a Sub-Fund of Apeiron SICAV Ltd ( 5 ) Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 287,015 I By Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE ( 6 ) Series B Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 196,299 I By Apeiron SICAV Ltd. in respect of re.Mind Capital Fund ONE ( 6 ) Warrants to Purchase Series A Preferred Stock (right to buy) $ 4.6996 ( 7 ) ( 7 ) Series A Preferred Stock 444,561 ( 8 ) D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Apeiron Investment Group Ltd. 66 AND 67 AMERY STREET SLIEMA, O1SLM1707 X Angermayer Christian 66 AND 67 AMERY STREET SLIEMA, O1SLM1707 X Apeiron Presight Capital Fund II, L.P. 66 AND 67 AMERY STREET SLIEMA, O1SLM1707 X Signatures /s/ Christian Angermayer 02/02/2024 Signature of Reporting Person Date Apeiron Investment Group Ltd., By: /s/ Julien Hoefer, Director 02/02/2024 Signature of Reporting Person Date Apeiron Presight Capital Fund II, L.P., By /s/ Julien Hoefer, Director 02/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 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 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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.

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).

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