Alto Neuroscience Announces Pricing of $100.0 Million Underwritten Registered Direct Offering of Common Stock

MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--$anro#cns--Alto Neuroscience, Inc. (“Alto”) (NYSE: ANRO), a clinical-stage biopharmaceutical company with a mission to redefine psychiatry by leveraging neurobiology to develop personalized and highly effective treatment options, announced today the pricing of an underwritten registered direct offering of 3,776,436 shares of its common stock at a price of $26.48 per share. All of the shares are being offered by Alto. The gross proceeds from the offering are expected to be approximately $100.0 million, before deducting underwriting discounts and commissions and estimated offering expenses. The offering is expected to close on July 14, 2026, subject to customary closing conditions.

Alto intends to use the proceeds from the offering, together with its current cash and cash equivalents, to accelerate and expand the clinical development of ALTO-207, including to conduct an additional planned Phase 3 trial of ALTO-207 as monotherapy for the treatment of treatment-resistant depression, and for general working capital purposes.

The financing was led by EcoR1 Capital and included participation from new and existing healthcare-focused investors.

BofA Securities, Stifel, William Blair, and Baird are acting as the joint book-running managers for the offering. Jones is acting as co-manager for the offering.

The securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333- 284667), which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 11, 2025. The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A final prospectus supplement and accompanying prospectus will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, or by email atdg.prospectus_requests@bofa.com; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, or by email atsyndprospectus@stifel.com; William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email atprospectus@williamblair.com; or Robert W. Baird & Co. Incorporated., 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Syndicate Department, by telephone at (800) 792-2473, or by email atsyndicate@rwbaird.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Alto Neuroscience is a clinical-stage biopharmaceutical company with a mission to redefine psychiatry by leveraging neurobiology to develop personalized and highly effective treatment options. Through insights derived from Alto Neuroscience’s scalable and proprietary Precision Psychiatry Platform, Alto Neuroscience aims to discover brain-based biomarkers to better identify which patients are more likely to respond to its novel product candidates. Alto Neuroscience’s current pipeline consists of seven clinical-stage assets addressing high-need therapeutic areas, including major depressive disorder, bipolar depression, treatment resistant depression, schizophrenia, and Parkinson’s disease.

This press release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “look forward,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words.

Forward-looking statements in this press release include, but are not limited to, the timing, size and closing of the proposed offering; expectations regarding market conditions, the satisfaction of customary closing conditions related to the proposed offering and the anticipated use of proceeds therefrom; statements regarding Alto’s expectations about the potential benefits, activity, effectiveness, tolerability, and safety of its product candidates and Precision Psychiatry Platform; and other statements that are not historical fact.

Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, uncertainties inherent in the initiation, progress and completion of clinical trials, and other important factors, any of which could cause Alto’s actual results to differ from those contained in the forward-looking statements, which are described in greater detail in the section titled “Risk Factors” in Alto’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC as well as in other filings Alto may make with the SEC in the future. Any forward-looking statements contained in this press release speak only as of the date hereof, and Alto expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as required by law.