M&A - ACELYRIN, Inc.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-23

Corporate Action: Merger

Type: Update

Accession Number: 000121465925008304

Filing Summary: On May 21, 2025, Acelyrin, Inc. completed its merger with Arrow Merger Sub, Inc. as per the terms of the Merger Agreement. Following the merger, Arrow Merger Sub merged with and into Acelyrin, which became a wholly owned subsidiary of Alumis, Inc. All issued and outstanding shares of the common stock of Acelyrin were cancelled as part of this transaction. The Reporting Persons, which include TANG CAPITAL MANAGEMENT, LLC, have ceased to be beneficial owners of 5% or more of Acelyrin's common stock as of the merger date. The Schedule 13D/A updates Items 4 and 5 with respect to this transaction while maintaining the previous disclosures intact. There have been no transactions in Acelyrin's common stock by the Reporting Persons in the last 60 days, and the cover page information of the Schedule is incorporated into Item 5. Action was taken by various individuals and entities associated with Tang Capital on May 23, 2025 to acknowledge the changes.

Form Type: POS AM

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051720

Filing Summary: On May 21, 2025, ACELYRIN, Inc. completed a merger with Arrow Merger Sub, Inc., a wholly owned subsidiary of Alumis Inc., in accordance with the terms outlined in the amended Merger Agreement dated April 20, 2025. ACELYRIN continues as the surviving corporation and becomes a wholly owned subsidiary of Alumis as a result of this merger. This document serves as a post-effective amendment to deregister any unsold securities from ACELYRIN's prior registration statement (Form S-3), effectively terminating any securities offerings previously registered.

Form Type: S-8 POS

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051721

Filing Summary: On May 21, 2025, ACELYRIN, Inc. completed a merger with Arrow Merger Sub, Inc., a wholly owned subsidiary of Alumis Inc., as part of the Agreement and Plan of Merger entered into on February 6, 2025. Following the merger, ACELYRIN continues as the surviving corporation, now wholly owned by Alumis. In relation to this, ACELYRIN has deregistered any securities that remain unsold or unissued from its prior Registration Statements on Form S-8. The Registrant's Registration Statements are amended to reflect this deregistration and terminate their effectiveness accordingly.

Form Type: S-8 POS

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000110465925051722

Filing Summary: On May 21, 2025, ACELYRIN, Inc. completed its merger with Arrow Merger Sub, Inc., a wholly owned subsidiary of Alumis Inc. This merger follows an Agreement and Plan of Merger agreed upon on February 6, 2025, and amended on April 20, 2025. Post-merger, ACELYRIN continues as a wholly owned subsidiary of Alumis. Consequently, ACELYRIN has also terminated all offerings of its securities under existing registration statements associated with its Form S-8 filings, effectively deregistering any unsold or unissued securities as of this date. The document serves as a post-effective amendment detailing this process and the termination of effectiveness of the Registration Statements under the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051723

Filing Summary: On May 21, 2025, ACELYRIN, Inc. completed its merger with Arrow Merger Sub, Inc., a wholly owned subsidiary of Alumis Inc., as per the Agreement and Plan of Merger. The merger resulted in ACELYRIN continuing as the surviving entity under Delaware law as a wholly owned subsidiary of Alumis. Following the merger, ACELYRIN terminated all existing offerings of its securities under previously filed Registration Statements. This Post-Effective Amendment No. 1 is being filed to deregister any remaining unsold or unissued securities under the noted Registration Statements. The document details multiple Registration Statements relating to various plans, particularly focusing on the shares of Common Stock associated with ACELYRIN’s stock option and incentive plans. Additionally, ACELYRIN is identified as a smaller reporting company and an emerging growth company.

Form Type: 8-K

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525123707

Filing Summary: On May 21, 2025, ACELYRIN, Inc. completed its merger with Arrow Merger Sub, Inc., resulting in ACELYRIN becoming a wholly owned subsidiary of Alumis Inc. This merger followed the stockholder approval at a special meeting on May 13, 2025. Under the merger agreement, each share of ACELYRIN common stock was converted into the right to receive 0.4814 shares of Alumis common stock and cash for fractional shares. The merger was registered under the Securities Act with relevant registration statements filed and declared effective earlier in April 2025. Post-merger, ACELYRIN notified Nasdaq to delist its common stock and intends to terminate its registration and reporting obligations with the SEC. Furthermore, as a result of the merger, all directors and executive officers of ACELYRIN ceased their roles, and the company's bylaws and certificate of incorporation were amended to align with those of Merger Sub. The details of this transaction highlight the exchange ratio, terms of share conversion for options, RSUs, and PSUs, as well as implications for current stockholders.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000119312525122468

Filing Summary: On May 19, 2025, ACELYRIN, INC. reported on the results of a special meeting of its stockholders held on May 13, 2025, where stockholders voted on a merger agreement with Alumis Inc. and Arrow Merger Sub, Inc. The merger proposal was approved with 52,943,588 votes for and 41,376,937 votes against, while the adjournment proposal was also passed with 47,828,119 votes for. The closing date of the merger is set for May 21, 2025. As of April 1, 2025, there were 100,907,206 shares of ACELYRIN's common stock outstanding, with approximately 93.55% represented at the meeting. The agreement was first entered on February 6, 2025, and amended on April 20, 2025.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525113909

Filing Summary: On May 6, 2025, ACELYRIN, Inc. announced that Institutional Shareholder Services (ISS) has recommended that stockholders vote 'FOR' the proposed merger with Alumis Inc. A special meeting for stockholders to vote on this transaction is scheduled for May 13, 2025. The ACELYRIN Board believes the merger represents the best opportunity to maximize value, stating it follows a comprehensive process led by independent directors. ISS highlighted that while there are concerns regarding the offer's value, potential conflicts, and opposition, the merger makes strategic sense and offers a premium to the current price. The document discusses potential risks if a liquidation were to occur, including lower sale figures for company assets and delays in settlements. ACELYRIN's lead program, lonigutamab, is highlighted as part of the company's strategic benefits from the merger, positioning the combined company to better utilize this treatment option. Financial and legal advisors for the merger were specified, and the document encourages stockholders to consider the joint proxy statement/prospectus filed with the SEC for comprehensive information regarding the transaction.

Form Type: DEFA14A

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000119312525113906

Filing Summary: ACELYRIN, INC. has announced that leading independent proxy advisory firm Institutional Shareholder Services (ISS) recommends that stockholders vote 'FOR' the proposed merger with Alumis Inc. The special meeting to vote on this merger is scheduled for May 13, 2025. ACELYRIN emphasizes that the merger represents the best opportunity to maximize stockholder value and is the result of a thorough and competitive process overseen by independent directors. ISS endorsed the transaction despite concerns regarding offer value and conflicts of interest, citing uncertainties of potential alternatives and emphasizing the strategic rationale of the merger. ACELYRIN's management asserts the merger will create significant upside in a stronger combined company. Forward-looking statements indicate various risks associated with the merger's completion, including regulatory approvals and market conditions. Investors are advised to review the joint proxy statement/prospectus and relevant SEC filings for detailed information.

Form Type: SCHEDULE 13D

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390025037931

Filing Summary: The Schedule 13D is filed by six reporting persons collectively owning approximately 5.1% of ACELYRIN, Inc. Common Stock, totaling 5,089,260 shares. The reporting persons include Madison Avenue International LP, Madison Avenue Partners, LP, EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha. They purchased the shares for investment purposes using approximately $12.8 million of their investment capital. The filing reveals concerns regarding the proposed merger between ACELYRIN, Inc. and Alumis Inc., which the reporting persons consider financially unsound and less favorable for shareholders compared to alternatives. They specifically oppose the merger and the company's stockholder rights plan, which they believe may have been influenced by Alumis Inc.'s CEO. The reporting persons plan to communicate their viewpoints regarding these matters and may seek to vote against the proposed merger and potentially rescind the rights plan. They express an openness to further actions with their investment based on ongoing evaluations of the company’s financial position and strategic direction.

Form Type: DEFR14A

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925038083

Filing Summary: ACELYRIN, Inc. has filed a definitive proxy statement to solicit stockholder approval for a merger with Alumis Inc. The merger involves Alumis acquiring ACELYRIN, where ACELYRIN will become a wholly owned subsidiary of Alumis. Prior to this, both companies' boards, except for Alan Colowick and Patrick Machado, approved the merger agreement signed on February 6, 2025, and amended on April 20, 2025. Under the terms, ACELYRIN shareholders will receive 0.4814 shares of Alumis common stock for each ACELYRIN share they own, with cash paid for fractional shares. The merger will result in ACELYRIN’s stock ceasing to trade, and Alumis shareholders are expected to own approximately 52% and ACELYRIN shareholders approximately 48% of the new combined entity post-merger. To finalize the merger, respective approvals from both company shareholders are needed during special meetings set for May 13, 2025, and potentially the meeting may adjourn if there are inadequate votes. Voting instructions and proposals for the shareholders meeting are detailed in the proxy statement, which emphasizes the importance of voting irrespective of the number of shares held.

Form Type: 425

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925036485

Filing Summary: On April 20, 2025, Alumis Inc. finalized an amendment to the previously disclosed Merger Agreement with ACELYRIN, Inc., stating that ACELYRIN will merge with Alumis' subsidiary, Arrow Merger Sub, and will continue as a subsidiary of Alumis. Each common stock share of ACELYRIN will be converted into 0.4814 shares of Alumis common stock, or cash for fractional shares. This amendment alters the original agreement from February 6, 2025, ensuring Alumis' stockholders will own approximately 52% and ACELYRIN's stockholders about 48% of the merged company's stock. Both companies' boards approved the Amendment based on the best interests of their stockholders. A joint press release announcing the Amended Agreement was issued on April 21, 2025, with further details regarding the merger process outlined for stockholders ahead of the anticipated SEC filing of a registration statement.

Form Type: 425

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925036548

Filing Summary: On April 21, 2025, ACELYRIN, Inc. filed an updated Form 425 concerning its proposed merger with Alumis Inc. This document outlines the amended terms of the merger agreement originally signed on February 6, 2025, and subsequently amended on April 20, 2025. The new terms specify that ACELYRIN stockholders will now receive 0.4814 shares of Alumis common stock for each share of ACELYRIN, resulting in Alumis stockholders owning approximately 52% and ACELYRIN stockholders owning approximately 48% of the combined company on a fully diluted basis. The closing of the transaction is expected in the second quarter of 2025, with special meetings scheduled for May 13, 2025. The communication also discusses the potential financial benefits and creates a sense of optimism around the strategic alignment of the two companies.

Form Type: 425

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925036848

Filing Summary: On April 21, 2025, Alumis Inc. filed an amendment to their merger agreement with ACELYRIN, Inc., originally dated February 6, 2025. The amendment allows ACELYRIN stockholders to own approximately 48% of the combined company post-merger, reflecting the current market conditions affecting biotech firms. Operationally, the merged entity will conduct business under the Alumis name, headquartered in South San Francisco, with the current management team overseeing operations. The anticipated timeframe for closing the merger is later this quarter, and a Special Meeting of Alumis stockholders is set for May 13, 2025 to vote on the transaction. The document includes forward-looking statements and emphasizes the need for stockholder approvals and other closing conditions prior to the merger's completion. The risks associated with the transaction are also highlighted, including potential delays in completing the merger and the achievement of expected benefits from the transaction.

Form Type: 425

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525086275

Filing Summary: On April 20, 2025, ACELYRIN, Inc. entered into an Amendment to the Agreement and Plan of Merger with Alumis Inc. and Arrow Merger Sub, Inc., which outlines that the outstanding shares of ACELYRIN will be converted at an exchange ratio of 0.4814 shares of Alumis common stock per each ACELYRIN share. The merger will result in Alumis's stockholders owning approximately 52% and ACELYRIN's stockholders owning approximately 48% of the combined company. The ACELYRIN Board and the Alumis Board both recommend approval of the amended agreement. A Special Meeting for ACELYRIN stockholders to vote on the proposal is scheduled for May 19, 2025. A joint press release was issued on April 21, 2025, announcing the amended merger agreement.

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525086274

Filing Summary: On April 20, 2025, ACELYRIN, Inc. entered into an Amendment to the previously disclosed Merger Agreement with Alumis Inc. and Arrow Merger Sub, Inc. The amendment states that ACELYRIN's shares will be converted into 0.4814 shares of Alumis Common Stock. Following the merger, Alumis's stockholders will own approximately 52%, while ACELYRIN's stockholders will own about 48% of the combined company's shares. The ACELYRIN Board and the Alumis Board have both approved the amendment and recommended it to their stockholders. A Special Meeting is scheduled for May 19, 2025, to vote on the proposal, and a joint press release on April 21, 2025, announced the amendment details.

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925032245

Filing Summary: On April 4, 2025, Alumis Inc. and ACELYRIN, Inc. jointly filed a definitive proxy statement in connection with their proposed merger, as outlined in the Merger Agreement dated February 6, 2025. Under the merger terms, Arrow Merger Sub, Inc., a subsidiary of Alumis, will merge with ACELYRIN, with ACELYRIN continuing as the surviving entity. The merger aims to create a late-stage clinical biopharma powerhouse focused on transformative therapies for immune-mediated diseases and is anticipated to be completed in the second quarter of 2025. The boards of both companies unanimously recommend that their stockholders vote in favor of the merger. Shareholders of ACELYRIN will receive 0.4274 shares of Alumis common stock for each share they own, resulting in Alumis shareholders owning about 55% and ACELYRIN shareholders owning about 45% of the combined company on a fully diluted basis. The transaction is positioned to benefit from a strong financial foundation, extensive clinical pipelines, and a shared commitment to innovation in the biopharmaceutical space, as both firms prepare to host special meetings for stockholder votes on May 13, 2025.

Form Type: DEFA14A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525073465

Filing Summary: On April 4, 2025, ACELYRIN, Inc. filed a Definitive Additional Materials Proxy Statement in relation to a strategic merger with Alumis Inc., slated for stockholder approval at a Special Meeting on May 13, 2025. The ACELYRIN Board emphasizes the benefits of this merger, highlighting its potential to significantly enhance value for shareholders through synergies, scale, and a diversified pipeline. ACELYRIN's stock has declined dramatically since its IPO in May 2023, largely due to disappointing clinical trial results, therefore the merger is positioned as a pathway to reclaim value. Shareholders would retain approximately 45% ownership in the combined entity. The Board, having conducted an extensive review of alternative transactions, concluded that the merger with Alumis represents the best course for maximizing shareholder value, especially in light of the potential growth opportunities associated with Alumis' product pipeline. The merger is seen as a beneficial integration of resources and expertise between the two companies and is backed by a well-qualified leadership team.

Form Type: DEFM14A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925032228

Filing Summary: On April 4, 2025, ACELYRIN, Inc. filed a Definitive Proxy Statement regarding its merger with Alumis Inc., originally announced and approved by the boards of both companies on February 6, 2025. Under the terms of the proposed Merger Agreement, ACELYRIN will merge into Arrow Merger Sub, Inc. with ACELYRIN continuing as a wholly owned subsidiary of Alumis. Shareholders of ACELYRIN will exchange their shares for 0.4274 shares of Alumis common stock for each share of ACELYRIN common stock held, reflecting a fixed exchange ratio not subject to market fluctuations. Upon completion of the merger, Alumis stockholders are expected to own approximately 55% of the combined company, while ACELYRIN stockholders are set to own about 45%. Special meetings for stockholders from both companies will be held virtually on May 13, 2025, where necessary proposals related to the merger will be voted on. Both boards recommend voting in favor of the merger propositions, highlighting its fair and beneficial nature for stockholders. The stock of ACELYRIN will cease trading on Nasdaq upon closing of the merger.

Form Type: 10-K

Filing Date: 2025-03-19

Corporate Action: Merger

Type: Update

Accession Number: 000196291825000022

Filing Summary: For the fiscal year ended December 31, 2024, Acelyrin, Inc. reports significant developments, particularly concerning a merger agreement that may materially impact its operational strategy and future growth. The company outlines its business trajectory, including an emphasis on product candidate development aimed at addressing specific diseases, with planned preclinical and clinical trials subject to the Merger's closure. The report discusses the expected financial performance, citing the aggregate market value of common equity held by non-affiliates at approximately $322.6 million as of June 30, 2024, and notes that 100,709,853 shares of common stock were outstanding as of March 14, 2025. Acelyrin's discussion includes forward-looking statements highlighting anticipated market opportunities and the regulatory landscape influencing their product candidates. In terms of risks, the report acknowledges uncertainties associated with their merger, potential changes in competition, and economic factors that could affect their business operations moving forward.

Form Type: 425

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000110465925025589

Filing Summary: On March 19, 2025, Alumis Inc. filed a Rule 425 under the Securities Act in relation to a merger agreement with ACELYRIN, Inc., originally dated February 6, 2025. The merger will see Arrow Merger Sub, Inc., a subsidiary of Alumis, merge with and into ACELYRIN, leading to ACELYRIN becoming a wholly owned subsidiary of Alumis. Key highlights of the merger include the combined company's pipeline of next-generation oral therapies targeting immune-mediated diseases, a strong financial position, and the expectation to close the transaction in the second quarter of 2025, pending necessary approvals. Alumis reported a strong year for 2024 with significant advancements in their product pipeline and anticipated data readouts from ongoing clinical trials. The merger is aimed at creating a leading company in immunology with sustained growth potential through 2027, as evidenced by both companies' cash positions totaling approximately $737 million. Alumis stockholders will control 55% of the new entity, with ACELYRIN stockholders retaining 45%. The transaction has been unanimously approved by the boards of both companies and awaits stockholder approval.

Form Type: 425

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000110465925024612

Filing Summary: The document details a proposed merger between Alumis Inc. and ACELYRIN, Inc., along with Arrow Merger Sub, Inc. According to the Agreement and Plan of Merger dated February 6, 2025, Merger Sub will merge with ACELYRIN, which will continue as a subsidiary of Alumis. The merger aims to enhance the development and commercialization of transformative therapies for immune-mediated diseases. The document discusses anticipated milestones for both companies in clinical trials, including top-line data for multiple therapies expected in the coming years. The merger is expected to create a leading clinical biopharma company with a robust clinical pipeline and synergy opportunities. It cautions investors about risks associated with the transaction, including potential delays in completion and the need for stockholder approvals. This merger is positioned as beneficial for ACELYRIN stockholders, offering significant upside potential and a strengthened leadership team.

Form Type: 425

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000110465925022556

Filing Summary: This filing relates to the proposed transaction under a merger agreement dated February 6, 2025, between Alumis Inc., ACELYRIN, Inc., and Arrow Merger Sub, Inc. The agreement states that Arrow Merger Sub will merge with ACELYRIN, making ACELYRIN a wholly owned subsidiary of Alumis. The filing discusses anticipated benefits, the need for stockholder approvals, and the possible risks associated with the merger process, including delays and market impacts. It also outlines forward-looking statements about future business operations, pipeline developments, financial positions, and the integration post-merger. Key milestones and strategic developments are expected as part of the post-transaction plans.

Form Type: 425

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000110465925021135

Filing Summary: On March 6, 2025, ACELYRIN, Inc. filed a Form 425 in relation to a proposed merger with Alumis Inc. and Arrow Merger Sub, Inc. According to the Agreement and Plan of Merger dated February 6, 2025, the transaction involves Arrow Merger Sub merging with ACELYRIN, which will survive as a subsidiary of Alumis. The filing outlines forward-looking statements regarding the expected benefits and risks of the merger, including timelines for regulatory approvals, benefits from the combined capital resources, and plans for clinical development. Specific conditions for the closing of the merger are highlighted, emphasizing the necessity of stockholder approvals and the potential risks associated with the completion of the merger, including managing personnel relations and the possible impact on business operations during the merger process. The document also discusses the anticipated clinical milestones and the potential financial implications of the merger for both companies.

Form Type: 425

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525047733

Filing Summary: On March 6, 2025, ACELYRIN, Inc. disclosed its participation in a merger agreement with Alumis Inc. and Arrow Merger Sub, Inc., a wholly owned subsidiary of Alumis. The merger will result in ACELYRIN becoming a wholly owned subsidiary of Alumis while continuing its operations. Stockholders of ACELYRIN will receive 0.4274 shares of Alumis common stock for each share they own, giving Alumis shareholders approximately 55% ownership of the combined entity, while ACELYRIN shareholders will own about 45%. The merger aims to create a leading biopharma company focusing on immune-mediated diseases, with a significant financial position of approximately $737 million expected post-merger. The merger is expected to close in the second quarter of 2025, subject to approval from both parties' stockholders and standard closing conditions. ACELYRIN's board highlights the potential for substantial value accretion from this transaction, which represents a strategic alignment between the two firms to leverage their combined strengths in the market.

Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525047726

Filing Summary: On March 6, 2025, ACELYRIN, INC. announced a proposed merger with Alumis Inc. and its subsidiary Arrow Merger Sub, Inc. An Agreement and Plan of Merger was entered into on February 6, 2025. In this agreement, Merger Sub will merge with and into ACELYRIN, with ACELYRIN continuing as a wholly owned subsidiary of Alumis. A presentation regarding the merger was released on the same date and is included as an exhibit in the report. The merger is subject to certain conditions that need to be met, as outlined in the agreement. The report includes a forward-looking statement warning investors of the risks associated with the merger, such as potential delays and the need for stockholder approvals.

Form Type: SCHEDULE 13D

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000196386025000010

Filing Summary: On March 6, 2025, Trium Capital LLP, an investment manager based in the UK, filed a Schedule 13D concerning its holdings in ACELYRIN, Inc., a Delaware corporation. The filing reveals that Trium Capital LLP holds 5,393,846 shares of ACELYRIN, representing 5.36% of the company's common stock, acquired for an aggregate value of approximately $12,075,934.95 for investment purposes. The filing also outlines that, on February 6, 2025, ACELYRIN entered into a merger agreement with Alumis Inc. wherein Alumis’ subsidiary, Arrow Merger Sub, Inc. will merge with ACELYRIN, making it a wholly owned subsidiary of Alumis. Trium Capital plans to engage in discussions with ACELYRIN's management regarding the merger, the company's operations, and other governance matters. They reserve the right to acquire additional shares or dispose of existing ones based on future evaluations of the company’s financial standing and market conditions.

Form Type: 425

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925020041

Filing Summary: On March 4, 2025, ACELYRIN, Inc. and Alumis Inc. announced a proposed all-stock merger agreement in which Alumis' subsidiary, Arrow Merger Sub, Inc., will merge with ACELYRIN, with ACELYRIN as the surviving entity. The merger aims to leverage both companies' resources to create a leading biopharma company specializing in immune-mediated diseases. Both companies' executives expressed confidence that this merger would maximize long-term shareholder value and strategically strengthen their combined portfolio. The companies are prepared to advance a late-stage clinical pipeline that includes therapies targeting high-value markets. The transaction is expected to close in the second quarter of 2025, pending stockholder approval and meeting customary closing conditions. The companies indicated a projected pro forma cash position of approximately $737 million, which is anticipated to support the clinical pipeline and operational needs well into 2027.

Form Type: 425

Filing Date: 2025-03-04

Corporate Action: Merger

Type: Update

Accession Number: 000119312525044972

Filing Summary: On March 4, 2025, ACELYRIN, Inc. announced its Board of Directors' decision regarding an unsolicited indication of interest from Concentra Biosciences, indicating that it is not expected to lead to a superior proposal compared to the planned all-stock merger with Alumis Inc. The Board remains confident that the merger with Alumis will maximize long-term value for ACELYRIN stockholders. The merger is subject to stockholder approval and other customary conditions, with a anticipated closing in the second quarter of 2025. Stockholders are advised no action is needed at this moment. Guggenheim Securities is acting as financial advisor, while Fenwick & West LLP and Paul Hastings LLP are serving as legal counsel.

Form Type: 425

Filing Date: 2025-03-04

Corporate Action: Merger

Type: Update

Accession Number: 000119312525044976

Filing Summary: ACELYRIN, Inc. and Alumis Inc. have reaffirmed their commitment to merge in an all-stock transaction aimed at creating a leading clinical-stage biopharmaceutical company focused on immune-mediated diseases. The proposed merger is expected to enhance the combined company’s financial position and provide greater resources for the development of their late-stage portfolio of therapies. Key management from both companies emphasize the strategic rationale of the merger, predicting significant value creation through a diverse pipeline. The financial outlook includes a combined cash position estimated at around $737 million as of December 31, 2024, which is projected to support ongoing clinical trials and operational expenses into 2027. The board of directors from both companies supports the merger and anticipates completing the transaction in the second quarter of 2025, pending shareholder approval and customary closing conditions. Additional filings, including an S-4 registration statement and joint proxy statements, are expected to follow after the fiscal audits are completed. The partnership is highlighted by a robust late-stage portfolio, including therapies for moderate-to-severe plaque psoriasis and systemic lupus erythematosus, among others, providing multiple high-value catalysts for patient treatment.

Form Type: 425

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525031174

Filing Summary: ACELYRIN, INC. confirmed receipt of an unsolicited indication of interest from Concentra Biosciences, LLC to acquire all outstanding shares of ACELYRIN for $3.00 per share in cash, plus an additional contingent value right. This offer comes after ACELYRIN's announcement on February 6, 2025, regarding a merger agreement with Alumis Inc., which is an all-stock transaction expected to close in Q2 2025, pending approval by both companies' stockholders. The Board of Directors is focused on fulfilling their fiduciary duties and obligations under the existing merger agreement. Guggenheim Securities, LLC is advising ACELYRIN on this matter, while legal counsel includes Fenwick & West LLP and Paul Hastings LLP. ACELYRIN assures stockholders that no action is required from them at this time, with further announcements to follow accordingly.

Form Type: SCHEDULE 13D

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000121465925003193

Filing Summary: On February 20, 2025, Concentra Biosciences, LLC, an affiliate of Tang Capital Partners, sent an acquisition proposal to Acelyrin, Inc. outlining the principal terms for acquiring 100% of the equity of the issuer. The proposal is non-binding and subject to further diligence and the execution of a definitive merger agreement. The Reporting Persons intend to engage in discussions and negotiations regarding this proposal. As of the date of the filing, the Reporting Persons own a total of 5,298,328 shares of Acelyrin's Common Stock, representing 5.3% of the outstanding shares. The purchase was made for investment purposes in the ordinary course of business. There are no ongoing criminal proceedings or civil judgments against any Reporting Persons related to securities laws violations.

Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925010226

Filing Summary: On February 6, 2025, Alumis Inc. filed a communication regarding a proposed merger with ACELYRIN, Inc., organized under the merger agreement. The communication includes forward-looking statements about the transaction and its anticipated effects on both companies. Risks associated with the transaction are outlined, including potential delays or failures in receiving necessary approvals, and impacts on business operations and employee retention. Furthermore, both companies will file a joint proxy statement/prospectus with the SEC prior to the merger, which will provide shareholders with comprehensive information regarding the proposal. Shareholders are encouraged to read this upcoming document to understand the implications of the merger and associated risks. The registration statement for the merger will be filed with the SEC, and shareholders are advised to review the necessary disclosures and related documents carefully before making any investment decisions.

Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925010535

Filing Summary: On February 7, 2025, ACELYRIN, Inc. filed a Form 425 regarding a proposed merger agreement with Alumis Inc. and Arrow Merger Sub, Inc., a wholly owned subsidiary of Alumis. Under the terms of the Agreement and Plan of Merger dated February 6, 2025, ACELYRIN stockholders are set to receive 0.4274 shares of Alumis stock for each share they own, equating to a pro forma ownership of about 55% for Alumis stockholders and 45% for ACELYRIN stockholders post-merger. The leadership structure post-transaction will retain Alumis's current team, who will maintain operations under the Alumis name in South San Francisco. The merger is expected to close in Q2 2025 subject to stockholder approval and satisfaction of customary closing conditions. The merger aims to combine the late-stage clinical portfolios of both companies, enhancing financial strength and expanding therapeutic offerings. Notable mentions include the ongoing clinical programs and the promise of lonigutamab, an asset from ACELYRIN expected to treat thyroid eye disease. Both companies expressed enthusiasm about the synergies from this merger, as it is projected to bolster their positioning in the biomedical field up to 2027 and beyond with a combined cash position of $737 million.

Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525021966

Filing Summary: On February 6, 2025, ACELYRIN, Inc. entered into a Merger Agreement with Alumis Inc., under which Arrow Merger Sub, Inc., a wholly-owned subsidiary of Alumis, will merge with ACELYRIN, making ACELYRIN a wholly-owned subsidiary of Alumis. This merger is designed to qualify as a reorganization under the Internal Revenue Code. The Company's stockholders are set to receive 0.4274 shares of Alumis Common Stock for each share of ACELYRIN Common Stock they hold. Following the merger, the stockholders of ACELYRIN will own approximately 45% and Alumis stockholders will own about 55% of the combined company's equity. Both companies’ boards have recommended approvals necessary for the merger, which is subject to various closing conditions including stockholder approvals and a registration statement with the SEC. Additionally, agreements have been made with certain stockholders of both companies to vote in favor of the merger. This merger will also affect the equity awards of ACELYRIN’s employees. Furthermore, the company plans to delay the initiation of its Phase 3 LONGITUDE program concerning lonigutamab until after the merger closes.

Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525021969

Filing Summary: ACELYRIN, Inc. and Alumis are proceeding with a merger, with ACELYRIN stockholders receiving 0.4274 shares of Alumis common stock for each share they own. The combined company will retain the Alumis name and will be led by the current Alumis executive team. Alumis's stockholders are expected to own approximately 55% of the combined entity, whereas ACELYRIN's stockholders will own about 45%. Financial preparations indicate a pro forma cash position of approximately $737 million as of December 31, 2024, extending the runway into 2027. The merger is subject to stockholder approvals from both companies and the fulfillment of other customary closing conditions, with an anticipated closing date in the second quarter of 2025. The merger aims to create a late-stage clinical biopharma company focused on immune-mediated diseases, leveraging an innovative pipeline and substantial cash reserves for growth. The deal emphasizes the combined strengths of the two companies, including their late-stage clinical assets and operational efficiencies, aimed at driving long-term value for stockholders. Both companies will file necessary documents with the SEC, including a joint proxy statement/prospectus after the registration statement is effective. Potential risks associated with the merger as outlined in the document include the timely completion of the transaction, necessary approvals, and market impacts on each company's stock prices.

Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525022008

Filing Summary: ACELYRIN, Inc. announced an agreement to merge with Alumis in an all-stock transaction. This merger represents a strategic move to enhance ACELYRIN's capabilities in immunology and develop therapies for immune-mediated diseases. Key products from Alumis include ESK-001, a next-generation TYK2 inhibitor, and A-005, targeting neuroinflammatory diseases. The merger is set to close in the second quarter of 2025, pending stockholder approval and customary closing conditions, with no immediate changes to organizational structure expected until the merger is finalized. Post-merger, the combined entity will operate under the Alumis name, led by Alumis' current executive team, including CEO Martin Babler. ACELYRIN aims to maintain transparency throughout the transition process while continuing its commitment to patients and innovation.

Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525022033

Filing Summary: ACELYRIN, Inc. announced a proposed merger with Alumis Inc. as detailed in their communication filed under Rule 425. The merger agreement, dated February 6, 2025, outlines plans for the conversion of equity interests and the issuance of common stock as part of the transaction. They provided a set of forward-looking statements addressing various expectations and their inherent risks, such as the potential delay or failure to complete the transaction, which could affect both companies' businesses and stock prices. This communication emphasizes the need for stockholder approvals and discusses the potential impacts of the merger on personnel relations and management focus. Challenges surrounding the regulatory approvals, market conditions, and operational integration post-merger are also highlighted as key risks. Details on the registration statement and joint proxy statement/prospectus are expected to follow, providing more comprehensive insights for stakeholders. The companies urge stockholders to read these materials thoroughly once available for critical information related to the merger.

Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525022785

Filing Summary: ACELYRIN, Inc. filed a preliminary prospectus regarding a merger agreement with Alumis Inc. and Arrow Merger Sub, Inc., as detailed in the joint conference call and accompanying slides. The proposed merger, dated February 6, 2025, states that for each share of ACELYRIN stock, stockholders will receive 0.4274 shares of Alumis stock, leading to a post-merger ownership structure of approximately 55% for Alumis and 45% for ACELYRIN stockholders. The call featured remarks by key executives from both companies, emphasizing the strategic benefits of the merger, including enhanced financial strength and a diversified portfolio of therapeutic candidates aimed at immune-mediated diseases. The merger is expected to finalize in the second quarter of 2025, subject to stockholder approval and customary closing conditions. The call outlined the respective companies' capital positions and expected cash runway into 2027. Discussions around the pipeline included planned clinical trials for lead programs focused on psoriasis and lupus, as well as insights into the product lonigutamab for thyroid eye disease, detailed plans for which are still under evaluation. The speakers highlighted the importance of capital efficiency and strategic decision-making in advancing their clinical programs.

Form Type: 425

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000110465925010170

Filing Summary: On February 6, 2025, Alumis Inc. entered into a Merger Agreement with ACELYRIN, Inc. and Arrow Merger Sub, Inc., where Merger Sub will be merged into ACELYRIN, making ACELYRIN a wholly owned subsidiary of Alumis. The Alumis Board approved the Merger Agreement following a recommendation from a special committee, deeming it fair and in the best interests of its stockholders. Similarly, ACELYRIN's Board approved the agreement. Under the agreement, shares of ACELYRIN's common stock will be exchanged for 0.4274 shares of Alumis Common Stock, subject to applicable withholding. Unexercised stock options of ACELYRIN priced at $18.00 or less will be converted into options of Alumis, while those above this price will be cancelled. The Merger is contingent upon stockholder approvals from both companies and other customary closing conditions, including regulatory approvals. Voting and Support Agreements have been signed by various stockholders of both companies to ensure votes are cast in favor of the merger. The transaction involves significant considerations regarding equity awards and the establishment of a new board structure post-merger, featuring directors from both companies. The deadline for the transaction to be completed is July 7, 2025, with certain termination fees of $10 million applicable to either party in case of termination under specific circumstances. Important forward-looking statements highlight potential risks associated with the merger completion.

Form Type: 425

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000110465925010171

Filing Summary: On February 6, 2025, Alumis Inc. announced plans to merge with ACELYRIN, Inc., marking a significant milestone for both companies. The merger aims to strengthen their financial foundation, bringing a combined cash position of approximately $737 million as of year-end 2024, which is expected to support initiatives through 2027. This strategic merger is anticipated to enhance both companies' capabilities and accelerate the development of their clinical pipeline, particularly ACELYRIN's lonigutamab program for Thyroid Eye Disease. Post-merger, both companies will operate under the Alumis name and retain their existing management structures. The transaction is expected to close in the second quarter of 2025, subject to stockholder approvals and customary closing conditions. During the interim period, both companies will remain separate entities and continue normal operations. The announcement outlines the commitment to maintain existing programs at Alumis, with no expected changes to staff roles. Forward-looking statements regarding the merger and integration processes emphasize the importance of considering potential risks and uncertainties associated with the transaction.

Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525021878

Filing Summary: On February 6, 2025, ACELYRIN, Inc. entered into a definitive Merger Agreement with Alumis Inc. and its subsidiary Arrow Merger Sub, Inc. Under this agreement, Merger Sub will merge with and into ACELYRIN, making ACELYRIN a wholly owned subsidiary of Alumis. The merger is planned as a reorganization under the Internal Revenue Code. The Company Board recommended that stockholders approve this Merger Agreement, citing its fairness and advisability. Stockholders of ACELYRIN will receive 0.4274 shares of Alumis common stock for each share of ACELYRIN they own, resulting in ACELYRIN stockholders owning approximately 45% and Alumis stockholders 55% of the combined entity. There are specific closing conditions to be fulfilled before the merger can be finalized, including stockholder approval and SEC filings. Additionally, Alumis has entered into voting agreements with some ACELYRIN stockholders to ensure support for the merger.