Foresite Capital Discloses Stake in Alumis Inc.

TL;DR

**Foresite Capital just dropped a 13D on Alumis Inc. (ALUM) - they're a major player now.**

AI Summary

Foresite Capital Fund VI LP, along with affiliated entities and James B. Tananbaum, has filed an SC 13D, indicating a significant ownership stake in Alumis Inc. as of July 5, 2024. The filing details the group's control and potential influence over the company, which is involved in pharmaceutical preparations. This filing follows a name change for Alumis Inc. from Esker Therapeutics, Inc. on April 27, 2023.

Why It Matters

This filing signals a substantial investment and potential strategic interest from a major investment firm in Alumis Inc., which could impact the company's future direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake and potential for influence, which can introduce strategic shifts or activism that may affect the stock price.

Key Players & Entities

• Foresite Capital Fund VI LP (company) — Filing entity
• Alumis Inc. (company) — Subject company
• James B. Tananbaum (person) — Group member
• Esker Therapeutics, Inc. (company) — Former name of Alumis Inc.

FAQ

Key Financial Figures

• $0.0001 — from the Issuer at a purchase price of $0.0001 per share, or $550 in the aggregate. C
• $550 — purchase price of $0.0001 per share, or $550 in the aggregate. Conversion of Simple
• $1.00 — from the Issuer at a purchase price of $1.00 per share, or $10 million in the aggreg
• $10 million — a purchase price of $1.00 per share, or $10 million in the aggregate. The purchase price co
• $7,381,810.80 — te. The purchase price consisted of (i) $7,381,810.80 new cash investment by Fund V and the c
• $1,709,089.20 — tment by Fund V and the cancellation of $1,709,089.20 in SAFEs held by Fund V converted in co
• $738,189.20 — onnection with such financing, and (ii) $738,189.20 new cash investment by Labs Co-Invest a
• $170,910.80 — Labs Co-Invest and the cancellation of $170,910.80 in SAFEs held by Labs Co-Invest convert
• $4.00 — Preferred Stock at a purchase price of $4.00 per share, or $30.0 million in the aggr
• $30.0 million — a purchase price of $4.00 per share, or $30.0 million in the aggregate. Convertible Promiss
• $1.5 million — Fund I with a total principal amount of $1.5 million in exchange for $1.5 million in cash. I
• $6.0 million — Fund I with a total principal amount of $6.0 million in exchange for $6.0 million in cash.

Filing Documents

• tm2418984d1_sc13d.htm (SC 13D) — 295KB
• 0001104659-24-078138.txt ( ) — 298KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER. (a) The class of equity securities to which this statement relates is the Common Stock of the Issuer. (b) The Issuer's principal executive offices are located at 280 East Grand Avenue, South San Francisco, California 94080.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND. (a) The persons and entities filing this Schedule 13D are Fund VI, FCM VI, Fund V, Labs Co-Invest, FCM V, Opportunity Fund V, FCOM V, Labs Fund I, FLM I, Labs Affiliates, Labs and Tananbaum. FCM VI, the general partner of Fund VI, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Fund VI. FCM V, the general partner of Fund V and the managing member of Labs Co-Invest, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Fund V and Labs Co-Invest. FCOM V, the general partner of Opportunity Fund V, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Opportunity Fund V. FLM I, the general partner of Labs Fund I, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer directly owned by Labs Fund I. Labs, the managing member of Labs Affiliates, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Labs Affiliates. Tananbaum, the managing member of each of FCM VI, FCM V, FCOM V and FLM I may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V and Labs Fund I. Tananbaum, a manager of Labs, may be deemed to have shared power to vote and sole power to dispose of shares of the Issuer directly owned by Labs Affiliates. (b) The address of the principal place of business for each of Fund VI, FCM VI, Fund V, Labs Co-Invest, FCM V, Opportunity Fund V, FCOM V, Labs Fund I, FLM I and Tananbaum is c/o Foresite Capital Management, LLC, 900 Larkspur Landing Circle, Suite 150, Larkspur, CA 94939. The address of the principal place of business for each of Labs Affiliates and Labs is c/o Foresite Labs, LLC, 601 California Street, Suite 600, San Francisco, CA 94108. (c) The principal occupa

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Acquisition of Common Stock In February 2021, Labs Affiliates purchased an aggregate of 5,500,000 shares of Common Stock from the Issuer at a purchase price of $0.0001 per share, or $550 in the aggregate. Conversion of Simple Agreements for Future Equity (SAFEs) and Direct Purchase of Series Seed Redeemable Convertible Preferred Stock In February 2021, Fund V and Labs Co-Invest purchased an aggregate of 10,000,000 shares of Series Seed Redeemable Convertible Preferred Stock from the Issuer at a purchase price of $1.00 per share, or $10 million in the aggregate. The purchase price consisted of (i) $7,381,810.80 new cash investment by Fund V and the cancellation of $1,709,089.20 in SAFEs held by Fund V converted in connection with such financing, and (ii) $738,189.20 new cash investment by Labs Co-Invest and the cancellation of $170,910.80 in SAFEs held by Labs Co-Invest converted in connection with such financing. Direct Purchase of Series A Redeemable Convertible Preferred Stock In March 2021, Fund V purchased 5,250,000 shares of Series A Redeemable Convertible Preferred Stock and Opportunity Fund V purchased 2,250,000 shares of Series A Redeemable Convertible Preferred Stock at a purchase price of $4.00 per share, or $30.0 million in the aggregate. Convertible Promissory Notes In March 2021, the Issuer issued convertible promissory notes to Fund V, Opportunity V and Labs Fund I with a total principal amount of $30.0 million in exchange for $30.0 million in cash. In August 2021, the Issuer issued additional convertible promissory notes to Labs Fund I with a total principal amount of $1.5 million in exchange for $1.5 million in cash. In September 2021, the Issuer amended and restated all outstanding convertible promissory notes held by Fund V, Opportunity V and Labs Fund I and issued an additional convertible promissory note to Labs Fund I with a total principal amount of $6.0 million in exchan

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View this SC 13D filing on SEC EDGAR