
Alto Neuroscience, Inc. (&#34;Alto&#34;) (NYSE:ANRO), a clinical-stage biopharmaceutical company with a mission to redefine psychiatry by leveraging neurobiology to develop personalized and highly effective treatment

<p xmlns="http://www.w3.org/1999/xhtml">
Alto Neuroscience, Inc. ("Alto") (NYSE:<a class="ticker" href="https://www.benzinga.com/quote/ANRO">ANRO</a>), 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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The financing was led by EcoR1 Capital and included participation from new and existing healthcare-focused investors.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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 at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:dg.prospectus_requests@bofa.com" shape="rect">dg.prospectus_requests@bofa.com</a>; Stifel, Nicolaus &amp; Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:syndprospectus@stifel.com" shape="rect">syndprospectus@stifel.com</a>; William Blair &amp; Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:prospectus@williamblair.com" shape="rect">prospectus@williamblair.com</a>; or Robert W. Baird &amp; Co. Incorporated., 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Syndicate Department, by telephone at (800) 792-2473, or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:syndicate@rwbaird.com" shape="rect">syndicate@rwbaird.com</a>.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About Alto Neuroscience</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statements</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
<i xmlns="http://www.w3.org/1999/xhtml">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.</i>

</p><p xmlns="http://www.w3.org/1999/xhtml">
<i xmlns="http://www.w3.org/1999/xhtml">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.</i>

</p><p xmlns="http://www.w3.org/1999/xhtml">
<i xmlns="http://www.w3.org/1999/xhtml">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.</i>

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260713672035r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260713672035/en/" rel="nofollow">https://www.businesswire.com/news/home/20260713672035/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Investor and Media Contact: 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Nick Smith
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:investors@altoneuroscience.com" shape="rect">investors@altoneuroscience.com 
</a><br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:media@altoneuroscience.com" shape="rect">media@altoneuroscience.com</a>

</p>

ANRO

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

Alto Neuroscience launches $100 million direct offering to fund ALTO-207 Phase 3

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>Alto Neuroscience, Inc. (&amp;#34;Alto&amp;#34;) (NYSE:ANRO), a clinical-stage biopharmaceutical company with a mission to redefine psychiatry by leveraging neurobiology to develop personalized and highly effective treatment</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Alto Neuroscience announced a $100 million registered direct offering of 3.78 million shares at $26.48, with anticipated close on July 14, 2026. Proceeds will accelerate ALTO-207 Phase 3 development and support working capital. EcoR1 Capital led the deal, with participation from new healthcare investors, signaling continued backing but likely short-term dilution pressure for ANRO shares.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Alto prices 3,776,436 shares at $26.48; gross ~$100M.</li><li>Proceeds to accelerate ALTO-207 Phase 3 and working capital. Close expected July 14, 2026.</li><li>EcoR1 Capital led the financing; new healthcare investors participated.</li><li>Underwriters: BofA Securities and Stifel; Jones co-manager.</li><li>Pipeline spans seven clinical-stage assets across MDD, TRD, schizophrenia, Parkinson&#039;s.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Alto Neuroscience (ANRO)</strong>: Subject company; financing provides liquidity for expanded ALTO-207 development; near-term dilution.</li><li><strong>EcoR1 Capital (N/A)</strong>: Led the financing; potential sentiment boost if large holder; no public ticker.</li><li><strong>Bank of America (BAC)</strong>: Underwriter in the offering; potential for stock activity related to the dilutive primary offering.</li><li><strong>Stifel Financial (SF)</strong>: Joint book-running manager; may influence near-term moves via underwriting role.</li><li><strong>William Blair (N/A)</strong>: Co-manager; private firm, no public ticker.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. The article centers on a financing event and use of proceeds, affecting liquidity and potential share dilution, key near-term fundamentals for ANRO.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Direct offering dilutes existing shareholders; immediate stock impact potential.</li><li>Close date set for July 14, 2026; timing may cap near-term moves.</li><li>EcoR1 Capital-led financing plus new healthcare investors could buoy sentiment.</li><li>Seven-clinical-stage-pipeline breadth offers optionality beyond ALTO-207.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Offering size: 3,776,436 shares.</li><li>Price per share: $26.48.</li><li>Gross proceeds: approx. $100.0 million.</li><li>Closing date: July 14, 2026.</li><li>Use of proceeds: accelerate ALTO-207 Phase 3 and working capital.</li><li>Financing led by EcoR1 Capital; participation from new healthcare investors.</li><li>Underwriters: BofA Securities, Stifel; Jones co-manager.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Near-term dilution pressure from the offering may weigh on ANRO; upside hinges on ALTO-207 Phase 3 progress over 6–12 months.</p>
  </section>
</section>


<p xmlns="http://www.w3.org/1999/xhtml">
Alto Neuroscience, Inc. ("Alto") (NYSE:<a class="ticker" href="https://www.benzinga.com/quote/ANRO">ANRO</a>), 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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The financing was led by EcoR1 Capital and included participation from new and existing healthcare-focused investors.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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 at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:dg.prospectus_requests@bofa.com" shape="rect">dg.prospectus_requests@bofa.com</a>; Stifel, Nicolaus &amp; Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:syndprospectus@stifel.com" shape="rect">syndprospectus@stifel.com</a>; William Blair &amp; Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:prospectus@williamblair.com" shape="rect">prospectus@williamblair.com</a>; or Robert W. Baird &amp; Co. Incorporated., 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Syndicate Department, by telephone at (800) 792-2473, or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:syndicate@rwbaird.com" shape="rect">syndicate@rwbaird.com</a>.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About Alto Neuroscience</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statements</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
<i xmlns="http://www.w3.org/1999/xhtml">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.</i>

</p><p xmlns="http://www.w3.org/1999/xhtml">
<i xmlns="http://www.w3.org/1999/xhtml">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.</i>

</p><p xmlns="http://www.w3.org/1999/xhtml">
<i xmlns="http://www.w3.org/1999/xhtml">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.</i>

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260713672035r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260713672035/en/" rel="nofollow">https://www.businesswire.com/news/home/20260713672035/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Investor and Media Contact: 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Nick Smith
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:investors@altoneuroscience.com" shape="rect">investors@altoneuroscience.com 
</a><br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:media@altoneuroscience.com" shape="rect">media@altoneuroscience.com</a>

</p>

Alto Neuroscience announced a $100 million registered direct offering of 3.78 million shares at $26.48, with anticipated close on July 14, 2026. Proceeds will accelerate ALTO-207 Phase 3 development and support working capital. EcoR1 Capital led the deal, with participation from new healthcare investors, signaling continued backing but likely short-term dilution pressure for ANRO shares.

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

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

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