Alto Neuroscience Signs $120M Private Placement Financing Agreement

Alto Neuroscience announced that it has entered into a securities purchase agreement with institutional and accredited investors to sell securities in a private placement financing for gross proceeds of approximately $120M, before deducting offering expenses. The financing is being led by Commodore Capital, with participation from new and existing institutional investors, including Dellora Investments, Driehaus Capital Management, Perceptive Advisors, Spruce Street Capital, Venrock Healthcare Capital Partners, Vestal Point Capital, and a large biotech dedicated investor. Alto intends to use the proceeds from the PIPE to fund the development of ALTO-207, a fixed-dose combination of pramipexole and ondansetron, through a planned Phase 3 clinical trial in treatment resistant depression, as well as for working capital and general corporate purposes. Alto expects to initiate a Phase 2b study of ALTO-207 in TRD in the first half of 2026 and to initiate a Phase 3 study in early 2027. With the funding from the PIPE, the company expects to have capital to support the planned Phase 3 study of ALTO-207 in TRD patients through completion, and if the study is positive, to an NDA submission. After giving effect to the anticipated net proceeds from the PIPE, the company estimates its cash and cash equivalents would have been approximately $275M as of February 28, 2026. In the PIPE, Alto is selling an aggregate of 2.9M shares of its common stock at a price of $20.00 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to an aggregate of 3.1M shares of common stock at a purchase price of $19.9999 per pre-funded warrant. Each pre-funded warrant has an exercise price of $0.0001 per share of common stock, will be immediately exercisable, subject to certain conditions set forth in each pre-funded warrant, and will not expire. The PIPE is expected to close on March 17, subject to customary closing conditions. Jefferies, BofA Securities, TD Cowen, Stifel, William Blair, and Baird acted as placement agents for the PIPE.