M&A - ALUMIS INC.

Form Type: S-4/A

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925031262

Filing Summary: Alumis Inc. has filed Amendment No. 1 to Form S-4 to register securities in connection with a proposed merger with ACELYRIN, Inc. The merger was approved by the boards of both companies on February 6, 2025, wherein Arrow Merger Sub, Inc., a subsidiary of Alumis, will merge with ACELYRIN. Upon completion of the merger, ACELYRIN will become a wholly owned subsidiary of Alumis. The exchange ratio has been set at 0.4274 shares of Alumis common stock for each share of ACELYRIN common stock, cash in lieu of fractional shares. Post-merger, Alumis stockholders are expected to own approximately 55% of the combined company while ACELYRIN stockholders will own about 45%. A special meeting for stockholders to vote on the merger proposals is scheduled for May 13, 2025. Approval from both Alumis and ACELYRIN stockholders is necessary for the merger to proceed. The filing emphasizes the importance of voting to meet quorum and approval requirements.

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Form Type: S-4

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000110465925028809

Filing Summary: On March 27, 2025, Alumis Inc. filed a registration statement under Form S-4 related to a proposed merger with ACELYRIN, Inc. The merger has been approved by both companies' boards of directors, excluding Alan Colowick and Patrick Machado. Pursuant to the merger agreement, ACELYRIN will become a wholly owned subsidiary of Alumis, with shareholders of ACELYRIN receiving 0.4274 shares of Alumis common stock for each share of ACELYRIN they hold. This fixed exchange ratio will not fluctuate based on market prices of the stocks between the agreement signing and the merger completion. Post-merger, Alumis shareholders would own approximately 55% of the combined entity, while ACELYRIN shareholders would hold about 45%. The completion of the merger is contingent upon approval from shareholders of both companies at their respective upcoming virtual meetings. Instructions for voting and details on meeting notifications were included for shareholders to ensure participation. The document also emphasizes the importance of voting and the implications of not voting on quorum for the meetings.

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Form Type: 10-K

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000184736725000012

Filing Summary: Alumis Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2024. This document discusses various aspects related to the company's business operations, risk factors, managerial discussions concerning financial condition, and results of operations. Important highlights include the anticipated merger with ACELYRIN, Inc., its implications for stockholders, and the financial outlook of the company as it navigates through substantial losses without any products currently approved for sale. The company also reviews its corporate structure, including shares of its common and non-voting stocks currently outstanding. Forward-looking statements are noted, indicating expectations regarding potential benefits and strategic advantages connected to the proposed merger. Moreover, risk factors associated with the merger's completion and operational challenges in clinical developments are outlined, emphasizing the uncertainty in achieving expected outcomes.

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Form Type: 8-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: Update

Accession Number: 000110465925024616

Filing Summary: On March 18, 2025, Alumis Inc. and ACELYRIN, INC. released an updated presentation regarding their proposed merger, which was initially announced on February 6, 2025. This update provides additional details and context to stakeholders about the merger's progress and key aspects, highlighting the importance of the strategic move for both companies in the marketplace. A copy of the updated presentation is included as Exhibit 99.1 to this Form 8-K.

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Form Type: 8-K

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925020039

Filing Summary: On March 4, 2025, Alumis Inc. issued a joint press release with ACELYRIN, Inc., which reaffirmed their commitment to merge in an all-stock transaction. This announcement marks a significant step in the merger process, indicating a move towards combining both companies' operations and resources. The filing includes details from this press release attached as Exhibit 99.1. The document confirms the registration of Alumis’ common stock under the symbol ALMS on The Nasdaq Global Select Market.

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Form Type: DRS

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925013980

Filing Summary: On February 14, 2025, Alumis Inc. filed a draft registration statement for a merger with ACELYRIN, Inc. The boards of directors for both companies approved the merger, with ACELYRIN continuing as a wholly owned subsidiary of Alumis post-merger. The transaction's completion will involve Alumis issuing shares to ACELYRIN stockholders at an exchange ratio of 0.4274 shares of Alumis stock for each share of ACELYRIN stock held. The expected ownership after the merger will be approximately 55% for Alumis stockholders and 45% for ACELYRIN stockholders, on a fully diluted basis. The merger will be contingent upon stockholder approvals from both companies at their respective virtual special meetings. The filing emphasizes the importance of stockholder participation and outlines the process for voting on the merger proposals, highlighting that the exchanges will not reflect changes in stock prices between the merger agreement and completion. The registration statement has not yet been filed publicly, reflecting that it is still under confidentiality. The overall aim is to facilitate business consolidation and provide mutual benefits for both organizations in the future.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000090266425000805

Filing Summary: This Amendment No. 1 amends the Schedule 13D filed with the SEC on July 3, 2024. On February 6, 2025, ALUMIS INC. entered into a Merger Agreement with ACELYRIN, Inc. and Arrow Merger Sub, Inc. Merger Sub will merge with ACELYRIN, continuing as the surviving corporation. In conjunction with the Merger Agreement, a Voting and Support Agreement was entered into with the Investment Manager, stipulating voting obligations on shares of Common Stock regarding the Merger Agreement, approvals for transactions, and restrictions on opposing proposals that could hinder the merger process. The document cites percentages of shares beneficially owned and references a Current Report on Form 8-K filed on the same date for further details.

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Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000110465925010169

Filing Summary: On February 6, 2025, Alumis Inc. entered into a Merger Agreement with ACELYRIN, Inc. and Arrow Merger Sub, Inc. Under the terms of the agreement, ACELYRIN will merge with Arrow Merger Sub with ACELYRIN continuing as the surviving corporation and a wholly-owned subsidiary of Alumis. The merger has received unanimous approval from both companies' boards of directors. The exchange ratio for the merger is set at 0.4274 shares of Alumis Common Stock for each share of ACELYRIN. The merger is subject to conditions including regulatory approvals and stockholder votes. Alumis disclosed preliminary unaudited cash positions, reporting approximately $289 million. The agreement includes provisions regarding termination rights and governance structure post-merger. Voting Agreements have been executed to secure support from stockholders for the proposed merger.

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