Alumis Inc. Enters Material Definitive Agreement

TL;DR

Alumis Inc. signed a big deal on Feb 6, 2025.

AI Summary

Alumis Inc. announced on February 6, 2025, that it entered into a material definitive agreement. The company, formerly Esker Therapeutics, Inc., is involved in pharmaceutical preparations and is incorporated in Delaware.

Why It Matters

This filing indicates a significant business development for Alumis Inc., potentially impacting its operations and future financial condition.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Alumis Inc. (company) — Registrant
• February 6, 2025 (date) — Date of earliest event reported
• Esker Therapeutics, Inc. (company) — Former company name
• Delaware (jurisdiction) — State of Incorporation
• 001-42143 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share ALMS The Nasdaq
• $0.00001 — of common stock of ACELYRIN, par value $0.00001 per share (the " Shares "), will be can
• $18.00 — that has a per share exercise price of $18.00 or less will be converted into an optio
• $10 million — IN must pay Alumis a termination fee of $10 million. In connection with the termination of
• $289 million — s of December 31, 2024 is approximately $289 million. This amount is preliminary, unaudited

Filing Documents

• tm254989d1_8k.htm (8-K) — 66KB
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• 0001104659-25-010169.txt ( ) — 4813KB
• alms-20250206.xsd (EX-101.SCH) — 3KB
• alms-20250206_lab.xml (EX-101.LAB) — 33KB
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01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On February 6, 2025, Alumis Inc., a Delaware corporation (" Alumis "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with ACELYRIN, Inc., a Delaware corporation (" ACELYRIN "), and Arrow Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Alumis (" Merger Sub "). Pursuant to the Merger Agreement, Merger Sub will be merged with and into ACELYRIN and ACELYRIN will continue as the surviving corporation and direct wholly owned subsidiary of Alumis (the " Merger "). Approval & Recommendation Based on the unanimous recommendation of a special committee (the " Alumis Special Committee ") of the board of directors of Alumis (the " Alumis Board "), consisting solely of independent and disinterested directors of Alumis, to which the Alumis Board had delegated exclusive authority to consider, negotiate and evaluate the Merger Agreement and the transactions contemplated thereby, the Alumis Board (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Alumis and its stockholders, (ii) approved the Merger and the transactions contemplated thereby, including the issuance of voting common stock of Alumis, par value $0.0001 per share (" Alumis Common Stock ") pursuant to the Merger Agreement (the " Alumis Share Issuance "), and (iii) resolved to submit and recommend the approval of the Alumis Share Issuance to Alumis's stockholders. Based on the unanimous recommendation of a special committee (the " ACELYRIN Special Committee ") of the board of directors of ACELYRIN (the " ACELYRIN Board "), consisting solely of independent and disinterested directors of ACELYRIN, to which the ACELYRIN Board had delegated exclusive authority to consider, negotiate and evaluate the Merger Agreement and the transactions contemplated thereby, the ACELYRIN Board (i) dete

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On February 6, 2025, Alumis disclosed in a press release regarding the Merger Agreement, among other things, that the preliminary, unaudited amount of Alumis' cash, cash equivalents and marketable securities position as of December 31, 2024 is approximately $289 million. This amount is preliminary, unaudited and may change, was prepared by management and is based on the most current information available to management. Further, this amount is subject to completion by management of the financial statements as of and for the year ended December 31, 2024, including completion of the review procedures, final adjustments and other developments that may arise between now and the time the financial results for this period are finalized, and completion of the audit of such financial statements. Alumis' independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to this preliminary result and, accordingly, does not express an opinion or any other form of assurance about it. The information presented herein should not be considered a substitute for the financial information Alumis files with the SEC in its Annual Report on Form 10-K for the year ended December 31, 2024. Alumis has no intention or obligation to update the preliminary estimate of its cash, cash equivalents and marketable securities set forth above. The information contained in this Item 2.02, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A joint press release issued by Alumis and ACELYRIN announcing the Merger Agreement was issued on February 6, 2025 and is attached as Exhibit 99.1 to this Current Report on Form 8-K. On February 6, 2025, Alumis and ACELYRIN presented a slide presentation to investors regarding the Merger. A copy of the slide presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished to the SEC and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. In connection with the execution of the Merger Agreement, Alumis entered into Voting and Support Agreements (the " Alumis Voting Agreements ") with certain of ACELYRIN's stockholders, including certain entities affiliated with Westlake Village BioPartners, certain entities affiliated with AyurMaya Capital Management, certain entities affiliated with Access Industries, Beth Seidenberg, Dan Becker and Mina Kim (collectively, the " ACELYRIN Stockholders "). Pursuant to the Alumis Voting Agreements, the ACELYRIN Stockholders have agreed, among other things, to (i) vote or cause to be voted all of their Shares in favor of (A) the adoption of the Merger Agreement and approval of the transactions contemplated thereby, (B) any other proposals presented by ACELYRIN to its stockholders to effect or facilitate the transactions contemplated by the Merger Agreement and (C) any proposal to adjourn or postpone any meeting of the holders of Shares at which the matters described in clause (A) are submitted for the consideration and vote of the holders of Shares to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (ii) against (A) any ACELYRIN acquisition proposal or any of the transactions contemplated thereby, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of ACELYRIN under the Merger Agreement or of such ACELYRIN Stockholder under its Alumis Voting Agreement and (C) any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Transactions. The Shares owned by the ACELYRIN Stockholders represented approximately 24% of the outstanding Shares as of January 31, 2025. In connection with the execution of the Merger Agreeme

Forward-Looking Statements

Forward-Looking Statements This communication contains forward-looking statements within the meaning of federal securities laws, including the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management of Alumis and ACELYRIN in light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as "anticipate," "expect," "project," "intend," "believe," "may," "will," "should," "plan," "could," "continue," "target," "contemplate," "estimate," "forecast," "guidance," "predict," "possible," "potential," "pursue," "likely," and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking proposed Merger; the conversion of equity interests contemplated by the Merger Agreement; the issuance of Alumis Common Stock contemplated by the Merger Agreement; the expected filing by Alumis with the SEC of the registration statement and the joint proxy complete the proposed Merger considering the various closing conditions; the expected benefits of the proposed Merger; the competitive ability and position of the combined company; the clinical pipeline of the combined company; and any assumptions underlying any of the foregoing, are forward-looking statements. Risks and unce

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View this 8-K filing on SEC EDGAR