alto-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Commission file number 001-41944

_________________________

Alto Neuroscience, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware			83-4210124
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

650 Castro Street, Suite 450 Mountain View, CA			94041
(Address of Principal Executive Offices)			(Zip Code)

(650) 200-0412

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

ANRO

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of shares of registrant’s Common Stock outstanding as of May 9, 2025 was 27,072,129.


		Page
Part I - Financial Information
	Item 1. Financial Statements (Unaudited)	F-1
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	35
	Item 4. Controls and Procedures	35
Part II - Other Information
	Item 1. Legal Proceedings	37
	Item 1A. Risk Factors	37
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
	Item 3. Defaults Upon Senior Securities	37
	Item 4. Mine Safety Disclosures	37
	Item 5. Other Information	37
	Item 6. Exhibits	38
Signatures		40


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	160,754	$	168,229
Prepaid expenses and other current assets	2,769		1,108
Total current assets	163,523		169,337
Restricted cash	500		500
Property and equipment, net	2,477		2,666
Operating right-of-use asset	4,846		5,035
Other assets	569		4
Total assets	$	171,915	$	177,542
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,384	$	1,579
Accrued expenses and other current liabilities	5,873		8,429
Total current liabilities	7,257		10,008
Term loan, non-current	19,940		10,254
Convertible Grant Agreement	1,211		1,304
Lease liability, long-term	4,411		4,516
Total liabilities	32,819		26,082
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock (par value $0.0001), 500,000 shares authorized; 27,072 and 26,987 shares issued and outstanding as of March 31, 2025 and December 31, 2024	3		3
Additional paid-in capital	292,644		289,954
Accumulated deficit	(153,565)		(138,396)
Accumulated other comprehensive income (loss)	14		(101)
Total stockholders’ equity	139,096		151,460
Total liabilities and stockholders’ equity	$	171,915	$	177,542


	Three months ended March 31,
	2025		2024
Operating expenses:
Research and development	$	9,974	$	9,952
General and administrative	5,702		4,434
Total operating expenses	15,676		14,386
Loss from operations	(15,676)		(14,386)
Other income (expense):
Interest income	1,827		1,558
Interest expense	(598)		(346)
Loss on debt extinguishment	(681)		—
Other, net	(41)		(243)
Total other income, net	507		969
Net loss	$	(15,169)	$	(13,417)
Other comprehensive income (loss):
Change in fair value attributable to instrument specific credit risk	134		—
Foreign currency translation	(19)		(5)
Total other comprehensive income (loss)	115		(5)
Comprehensive loss	$	(15,054)	$	(13,422)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.56)	$	(0.76)
Weighted-average number of common shares outstanding, basic and diluted	27,049		17,600


	Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity (Deficit)
(Par Value of Shares $0.0001)	Shares (#)	Amount ($)		Shares (#)	Amount ($)
Balance at December 31, 2023	29,919	$	141,477	3,832	$	—	$	5,372	$	(76,965)	$	(79)	$	(71,672)
Exercise of common stock options	—	—		69	—		10		—		—		10
Issuance of common stock for conversion of preferred stock	(29,919)	$	(141,477)	13,664	2		141,475		—		—		141,477
Exercise of warrant	—	—		73	—		—		—		—		—
Initial public offering of common stock, net of offering cost of $4,643	—	—		9,246	1		132,936		—		—		132,937
Reclassification of warrant to equity	—	—		—	—		1,595		—		—		1,595
Other comprehensive loss	—	—		—	—		—		—		(5)		(5)
Stock compensation expense	—	—		—	—		2,179		—		—		2,179
Net loss	—	—		—	—		—		(13,417)		—		(13,417)
Balance at March 31, 2024	—	$	—	26,884	$	3	$	283,567	$	(90,382)	$	(84)	$	193,104











	Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
(Par Value of Shares $0.0001)	Shares (#)	Amount ($)		Shares (#)	Amount ($)
Balance at December 31, 2024	—	$	—	26,987	$	3	$	289,954	$	(138,396)	$	(101)	$	151,460
Exercise of common stock options	—	—		85	—		198		—		—		198
Issuance of K2 warrants	—	—		—	—		524		—		—		524
Stock compensation expense	—	—		—	—		1,968		—		—		1,968
Other comprehensive income	—	—		—	—		—		—		115		115
Net loss	—	—		—	—		—		(15,169)		—		(15,169)
Balance at March 31, 2025	—	$	—	27,072	$	3	$	292,644	$	(153,565)	$	14	$	139,096


	March 31, 2025		December 31, 2024
Prepaid insurance	1,897		176
Other prepaid expenses	$	849	$	902
Other current assets	23		30
Total prepaid expenses and other current assets	$	2,769	$	1,108


	March 31, 2025		December 31, 2024
Laboratory equipment	2,263		2,306
Office equipment and furniture	$	453	$	448
Computer software and equipment	670		670
Leasehold improvements	246		246
Less: accumulated depreciation	(1,155)		(1,004)
Property and equipment, net	$	2,477	$	2,666


	March 31, 2025		December 31, 2024
Accrued payroll, vacation and employee-related expenses	$	2,038	$	4,951
Accrued research	2,080		1,625
Accrued offering and share issue cost	24		—
Accrued interest, short term	154		78
Other accruals and current liabilities	701		905
Lease liability, short term	876		870
Total accrued expenses and other current liabilities	$	5,873	$	8,429


2025 (remainder of year)	$	—
2026	—
2027	9,117
2028	9,977
2029	906
Total principal payments	20,000
Exit Fee	1,815
Deferred interest	43
Total principal payments and Exit Fee	21,858
Less: unamortized debt discount	(1,918)
Term loan, non-current	$	19,940


Beginning fair value balance as of December 31, 2024	$	1,304
Issuance of new tranches	—
Principal payments	—
Changes in fair value reported in statements of operations	41
Changes in fair value reported in other comprehensive loss	(134)
Ending fair value balance as of March 31, 2025	$	1,211


	March 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents:
Money market funds	$	160,591	$	160,591	$	—	$	—
Restricted cash:
Money market funds	500		500		—		—
Total assets	$	161,091	$	161,091	$	—	$	—
Liabilities:
Convertible Grant Agreement	$	1,211	$	—	$	—	$	1,211
Total liabilities	$	1,211	$	—	$	—	$	1,211


	Three months ended March 31,
	2025		2024
Exercise price	$	4.08	$	15.32
Fair value of common stock	$	4.08	$	15.32
Expected term (in years)	6.0		6.0
Volatility	88.7%		91.0%
Risk-free rate	4.2%


	December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents:
Money market funds	$	168,136	$	168,136	$	—	$	—
Restricted cash:
Money market funds	500		500		—		—
Total assets	$	168,636	$	168,636	$	—	$	—
Liabilities:
Convertible Grant Agreement	$	1,304	$	—	$	—	$	1,304
Total liabilities	$	1,304	$	—	$	—	$	1,304

SEC Form 10-Q filed by Alto Neuroscience Inc.