Alto Neuroscience Inc
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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FY2023 · Filed Mar 21, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report:
(1) Financial Statements
See Index to Financial Statements under Part II, Item 8 of this Annual Report.
(2)Financial Statement Schedules
Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.
(3)Exhibits
| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
|---|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-41944 | 3.1 | 2/6/2024 | |
| 3.2 | Amended and Restated Bylaws of the Registrant | 8-K | 001-41944 | 3.2 | 2/6/2024 | |
| 4.1 | Form of Common Stock Certificate | S-1/A | 333-276495 | 4.1 | 1/29/2024 | |
| 4.2† | Amended and Restated Investor Rights Agreement, by and among the Registrant and certain of its stockholders, dated as of November 20, 2023 | S-1 | 333-276495 | 4.2 | 1/12/2024 | |
| 4.3† | Warrant to Purchase Preferred Stock, dated December 16, 2022, issued to K2 HealthVentures Equity Trust LLC | S-1 | 333-276495 | 4.3 | 1/12/2024 | |
| 4.4 | Description of Securities | X | ||||
| 10.1+ | 2019 Equity Incentive Plan | S-1 | 333-276495 | 10.1 | 1/12/2024 | |
| 10.2+ | Form of Option Grant Notice and Agreement, Exercise Notice, Early Exercise Notice, and Restricted Award Notice under the 2019 Equity Incentive Plan | S-1 | 333-276495 | 10.2 | 1/12/2024 | |
| 10.3+ | 2024 Equity Incentive Plan | S-1/A | 333-276495 | 10.3 | 1/29/2024 | |
| Exhibit No. · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
|---|---|---|---|---|---|
| 10.4+ | Form of Option Grant Notice and Agreement, and Exercise Notice under the 2024 Equity Incentive Plan | S-1/A | 333-276495 | 10.4 | 1/29/2024 |
| 10.5+ | Form of RSU Award Grant Notice and Agreement under the 2024 Equity Incentive Plan | S-1/A | 333-276495 | 10.5 | 1/29/2024 |
| 10.6+ | 2024 Employee Stock Purchase Plan | S-1/A | 333-276495 | 10.6 | 1/29/2024 |
| 10.7+ | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers | S-1/A | 333-276495 | 10.7 | 1/29/2024 |
| 10.8+ | Form of Employment Offer Letter for executive officers | S-1 | 333-276495 | 10.8 | 1/12/2024 |
| 10.9+ | Form of Amendment to Employment Offer Letter | S-1/A | 333-276495 | 10.9 | 1/29/2024 |
| 10.10† | Loan and Security Agreement, by and among the Registrant, K2 HealthVentures LLC, as a lender, and the other lenders from time to time party thereto, or collectively the Lender, K2 HealthVentures LLC, as administrative agent for the Lender, and Ankura Trust Company, LLC, as collateral agent for the Lender, dated as of December 16, 2022 | S-1 | 333-276495 | 10.9 | 1/12/2024 |
| 10.11# | Exclusive License Agreement With Equity, by and between the Registrant and The Board of Trustees of the Leland Stanford Junior University, dated as of December 6, 2019, as amended as of May 18, 2020 and December 11, 2023 | S-1 | 333-276495 | 10.10 | 1/12/2024 |
| 10.12# | License Agreement, by and between the Registrant and Sanofi, dated as of May 18, 2021 | S-1 | 333-276495 | 10.11 | 1/12/2024 |
| 10.13# | Patent and Know-How License Agreement, by and between the Registrant and Cerecor Inc. (k/n/a Avalo Therapeutics, Inc.), dated as of May 28, 2021 | S-1 | 333-276495 | 10.12 | 1/12/2024 |
| 10.14# | Exclusive License Agreement, by and between Dow Agrosciences LLC and Neuralstem, Inc., dated as of December 1, 2016. | S-1 | 333-276495 | 10.13 | 1/12/2024 |
| 10.15† | Asset Transfer Agreement, by and between the Registrant and Palisade Bio, Inc. (formerly Seneca Biopharma, Inc., formerly Neuralstem Inc.), dated as of October 18, 2021 | S-1 | 333-276495 | 10.14 | 1/12/2024 |
| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
|---|---|---|---|---|---|---|
| 10.16 | Assignment and Assumption Agreement, by and between the Registrant and Palisade Bio, Inc. (formerly Seneca Biopharma, Inc., formerly Neuralstem Inc.), dated as of October 18, 2021 | S-1 | 333-276495 | 10.15 | 1/12/2024 | |
| 10.17# | Asset Purchase Agreement, by and between the Registrant and Teva Pharmaceutical Industries, Ltd., dated as of October 4, 2021 | S-1 | 333-276495 | 10.16 | 1/12/2024 | |
| 10.18# | Joint Development and License Agreement, by and between the Registrant and MedRx Co., Ltd., dated as of September 25, 2023 | S-1 | 333-276495 | 10.17 | 1/12/2024 | |
| 21.1 | Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97 | Incentive Compensation Recoupment Policy | X | ||||
+Indicates management contract or compensatory plan.
† Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the registrant has determined that the omitted information is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential.
- This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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