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. Checkbox not checked

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).




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SCHEDULE 13D




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 67,163,276 shares of Common Stock outstanding immediately after the closing of the Issuer's initial public offering, as reported in the Issuer's final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on April 16, 2026. This percentage does not give effect to any exercise by the underwriters of their option to purchase up to 1,687,500 additional shares of Common Stock. If such option is exercised in full, such Reporting Person would beneficially own approximately 6.1% of the then outstanding Common Stock, based on 68,850,776 shares outstanding.


SCHEDULE 13D




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 67,163,276 shares of Common Stock outstanding immediately after the closing of the Issuer's initial public offering, as reported in the Issuer's final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on April 16, 2026. This percentage does not give effect to any exercise by the underwriters of their option to purchase up to 1,687,500 additional shares of Common Stock. If such option is exercised in full, such Reporting Person would beneficially own approximately 6.1% of the then outstanding Common Stock, based on 68,850,776 shares outstanding.


SCHEDULE 13D




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 67,163,276 shares of Common Stock outstanding immediately after the closing of the Issuer's initial public offering, as reported in the Issuer's final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on April 16, 2026. This percentage does not give effect to any exercise by the underwriters of their option to purchase up to 1,687,500 additional shares of Common Stock. If such option is exercised in full, such Reporting Person would beneficially own approximately 6.1% of the then outstanding Common Stock, based on 68,850,776 shares outstanding.


SCHEDULE 13D


 
Sands Capital Life Sciences Pulse Fund II, L.P.
 
Signature:/s/ Jonathan Goodman
Name/Title:Jonathan Goodman, General Counsel of the GP of the GP of Sands Capital Life Sciences Pulse Fund II, L.P.
Date:04/23/2026
 
Sands Capital Alternatives, LLC
 
Signature:/s/ Jonathan Goodman
Name/Title:Jonathan Goodman, General Counsel
Date:04/23/2026
 
SANDS FRANK M.
 
Signature:/s/ Frank M. Sands
Name/Title:Frank M. Sands
Date:04/23/2026
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.

 


EXHIBIT 1

to

SCHEDULE 13G

 

JOINT ACQUISITION STATEMENT

PURSUANT TO SECTION 240.13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated:  April 22, 2026

 

 

Sands Capital Life Sciences Pulse Fund II, L.P.

 

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: /s/ Jonathan Goodman

 

Name: Jonathan Goodman

 

Title: General Counsel

 

 

Sands Capital Alternatives, LLC

 

 

By: /s/ Jonathan Goodman

 

Name: Jonathan Goodman

Title: General Counsel

 

 

By: /s/ Frank M. Sands

 

Name: Frank M. Sands

 

 

 

EX-99.2 Waiver of Registration Rights and Notice
EXHIBIT 99.2
WAIVER OF REGISTRATION RIGHTS AND NOTICE

This Waiver of Registration Rights and Notice, dated as of January 12, 2026, (this "Waiver") is entered into by and among Alamar Biosciences, Inc. (the "Company") and the undersigned stockholders of the Company.

The undersigned stockholders of the Company are parties to that certain Amended and Restated Investors' Rights Agreement, by and among the Company and the persons and entities referenced therein, dated as of February 21, 2024 (as amended and/or restated from time to time, the "Rights Agreement"). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Rights Agreement.

The undersigned understands that the Company is considering the sale of Common Stock to the public through a firm commitment underwritten initial public offering under the Securities Act (the "Offering"), pursuant to a Registration Statement on Form S-1 and any related registration statement filed pursuant to Rule 462(b) of the Securities Act (as the same may be amended or supplemented, the "Registration Statement"), to be filed with the Securities and Exchange Commission.

Pursuant to Section 2.2 of the Rights Agreement, the undersigned and each other holder of outstanding Registrable Securities who is party to the Rights Agreement (each, a "Holder") has, under certain circumstances the right to be notified if the Company at any time proposes to register any of its securities under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the public offering of such securities and to include in such registration statement all of the Registrable Securities that each such Holder has requested to be included in such registration, subject to certain limitations (the "Registration Rights").

In connection with the Offering and the preparation and filing of the Registration Statement, the undersigned understands that the Company is requesting the waiver of the Registration Rights with respect to the Registration Statement, as well as a waiver of any further rights to notice with respect to the Registration Statement under the Rights Agreement or otherwise (the "Notice Rights").

WAIVER

The undersigned has been requested to waive his, her or its Registration Rights and Notice Rights in connection with the Offering. The undersigned desires to facilitate a successful Offering and hereby waives, for and on behalf of all Holders, the Registration Rights in connection with any offering to be made pursuant to the Registration Statement, as well as any Notice Rights with respect to the foregoing.

The undersigned understands and acknowledges that, pursuant to Section 4.7 of the Rights Agreement, the Registration Rights and the related Notice Rights of all Holders may be waived with the written consent of (i) the Company and (ii) the holders of the Preferred Majority. The undersigned further acknowledges that this Waiver shall apply only to any Offering to be made pursuant to the Registration Statement, so long as Registration Statement has been declared effective by October 31, 2026, and will not affect the undersigned's Registration Rights, Notice Rights or any other rights in connection with any registration statements other than the Registration Statement. Except as expressly waived, all other terms and conditions of the Rights Agreement shall remain in full force and effect.

The undersigned understands and acknowledges that the Company will proceed with the Offering and the preparation and filing of the Registration Statement in reliance on this Waiver and in connection therewith, the undersigned hereby represents and warrants to the Company that (i) the undersigned has the full right, power and authority to execute and deliver this Waiver, (ii) this Waiver has been duly executed and delivered by the undersigned and constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms, except (A) as such enforcement is limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and (B) for limitations imposed by general principles of equity.

This Waiver may be executed and delivered in multiple counterparts (including facsimile, PDF or other electronic counterparts), each of which shall be an original, but all of which together shall constitute one instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


SIGNATURE PAGE TO WAIVER OF REGISTRATION RIGHTS AND NOTICE

IN WITNESS WHEREOF, the parties hereto have executed this WAIVER OF REGISTRATION RIGHTS AND NOTICE as of the date set forth in the first paragraph hereof.

COMPANY:

ALAMAR BIOSCIENCES, INC.

By: /s/ Yuling Luo, Ph.D.
Name: Yuling Luo, Ph.D.
Title: Chief Executive Officer



SIGNATURE PAGE TO WAIVER OF REGISTRATION RIGHTS AND NOTICE

IN WITNESS WHEREOF, the parties hereto have executed this WAIVER OF REGISTRATION RIGHTS AND NOTICE as of the date set forth in the first paragraph hereof.

HOLDER:

SANDS CAPITAL LIFE SCIENCES PULSE FUND II, L.P.

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: /s/ Jonathan Goodman
Name: Jonathan Goodman
Title: General Counsel

Docusign Envelope ID: 20C95CF0-7292-4C3B-83B6-7C03F58B32B5