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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Alamar Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Jonathan Goodman c/o Sands Capital Alternatives, LLC, 1000 Wilson Boulevard, Suite 3000 Arlington, VA, 22209 703-562-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/05/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Sands Capital Life Sciences Pulse Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,230,926.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 7 through 13 reflect shares held directly by Sands Capital Life Sciences Pulse Fund II, L.P. The percentage in Row 13 is based on 69,311,186 shares of Common Stock outstanding as of April 30, 2026 as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Sands Capital Alternatives, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,230,926.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO, IA |
Comment for Type of Reporting Person:
Rows 7 through 13 reflect shares held directly by Sands Capital Life Sciences Pulse Fund II, L.P. Sands Capital Alternatives, LLC did not directly furnish consideration for such shares and is reporting solely because it may be deemed to beneficially own the shares held by Sands Capital Life Sciences Pulse Fund II, L.P. The percentage in Row 13 is based on 69,311,186 shares of Common Stock outstanding as of April 30, 2026 as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
SANDS FRANK M. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,230,926.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Rows 7 through 13 reflect shares held directly by Sands Capital Life Sciences Pulse Fund II, L.P. Frank M. Sands did not directly furnish consideration for such shares and is reporting solely because he may be deemed to beneficially own the shares held by Sands Capital Life Sciences Pulse Fund II, L.P. The percentage in Row 13 is based on 69,311,186 shares of Common Stock outstanding as of April 30, 2026 as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Alamar Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
47071 BAYSIDE PARKWAY, 47071 BAYSIDE PARKWAY, FREMONT,
CALIFORNIA
, 94538. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends the Statement on Schedule 13D originally filed on April 23, 2026 (the "Original Schedule 13D"), by Sands Capital Life Sciences Pulse Fund II, L.P. ("Sands Pulse Fund II"), Sands Capital Alternatives, LLC ("Sands Capital Alternatives"), and Frank M. Sands ("Sands" and, together with Sands Pulse Fund II and Sands Capital Alternatives, the "Reporting Persons"), relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Alamar Biosciences, Inc. (the "Issuer"). Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D. This Amendment No. 1 is being filed to report the change in the Reporting Persons' relationship with the Issuer's board of directors following the passing of Ian Ratcliffe on July 5, 2026. | ||
| Item 2. | Identity and Background | |
| (a) | The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference. | |
| (b) | The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference. | |
| (c) | The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference. | |
| (d) | The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference. | |
| (e) | The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference. | |
| (f) | The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons acquired and hold the Common Stock for investment purposes in the ordinary course of Sands Pulse Fund II's investment activities.
Subject to applicable legal requirements or contractual restrictions, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.
Consistent with their investment purpose, the Reporting Persons may engage in communications with persons associated with the Issuer, including shareholders of the Issuer, officers of the Issuer and/or members of the board of directors of the Issuer, to discuss matters regarding the Issuer including but not limited to its operations and strategic direction. As previously disclosed in the Original Schedule 13D, Ian Ratcliffe, an Executive Managing Partner of the Life Sciences Pulse strategy and an Executive Managing Director of Sands Capital Alternatives, served on the Issuer's board of directors. Following Mr. Ratcliffe's passing on July 5, 2026, he ceased to serve as a member of the Issuer's board of directors. No other employee, officer, partner or other affiliated person of any Reporting Person currently serves on the Issuer's board of directors, and the Reporting Persons do not currently intend to seek board representation.
Except as set forth in this Schedule 13D, as amended, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to formulate such plans or proposals in the future.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows:
As of the date of this Amendment No. 1, Sands Pulse Fund II directly holds 4,230,926 shares of Common Stock, representing approximately 6.1% of the outstanding Common Stock. The percentage reported herein is based on 69,311,186 shares of Common Stock outstanding as of April 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
Sands Pulse Fund II has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 4,230,926 shares of Common Stock.
Sands Capital Alternatives, as investment manager of Sands Pulse Fund II, may be deemed to have shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 4,230,926 shares of Common Stock.
Sands, by virtue of his ultimate voting and investment power over securities held by Sands Pulse Fund II, may be deemed to have shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 4,230,926 shares of Common Stock.
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| (b) | The information set forth in Item 5(b) of the Original Schedule 13D is incorporated herein by reference. | |
| (c) | Item 5(c) of the Original Schedule 13D is hereby amended and restated as follows:
None of the Reporting Persons has effected any transaction in the Common Stock during the 60 days preceding the filing of this Amendment No. 1.
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| (d) | The information set forth in Item 5(d) of the Original Schedule 13D is incorporated herein by reference. | |
| (e) | The information set forth in Item 5(e) of the Original Schedule 13D is incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
The information set forth in Item 7 of the Original Schedule 13D is incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Sands Capital Life Sciences Pulse Fund II, L.P. signed by Sands Capital Life Sciences Pulse Fund II-GP, L.P., its general partner, by Sands Capital Life Sciences Pulse Fund II-GP, LLC, its general partner, by Jonathan Goodman, General Counsel. |