Samsara BioCapital Reports Stake in Alumis Inc.

TL;DR

**Samsara BioCapital now has a stake in Alumis Inc. - watch this space.**

AI Summary

On August 27, 2024, Samsara BioCapital, L.P. filed a Schedule 13D, reporting beneficial ownership of Alumis Inc. common stock. The filing indicates a change in ownership, with Samsara BioCapital GP, LLC acting as the general partner. The filing does not specify a dollar amount or exact percentage of shares held, but it signifies a significant stake in Alumis Inc.

Why It Matters

This filing indicates a significant investor's interest in Alumis Inc., potentially influencing the company's stock performance and strategic decisions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing potential volatility.

Key Players & Entities

• Samsara BioCapital, L.P. (company) — Filing entity
• Alumis Inc. (company) — Subject company
• Samsara BioCapital GP, LLC (company) — General partner of Samsara BioCapital, L.P.
• Abrar Hussain (person) — Person authorized to receive information for Samsara BioCapital GP, LLC

FAQ

Key Financial Figures

• $0.0001 — (Name of Issuer) Voting Common stock, $0.0001 par value per share (Title of Class o
• $25 million — approximate aggregate purchase price of $25 million. In connection with the closing of the
• $16.00 — the IPO at the public offering price of $16.00 per share, for an aggregate purchase pr

Filing Documents

• tm2422728d1_sc13d.htm (SC 13D) — 95KB
• 0001104659-24-093439.txt ( ) — 97KB

Security and Issuer

Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the Voting Common Stock, $0.0001 par value (“Common Stock”) of Alumis Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 280 East Grand Avenue, South San Francisco, CA 94080. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”), and Dr. Srinivas Akkaraju (“Dr. Akkaraju” and, with Samsara LP and Samsara GP, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. (b) The principal business office of the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301. (c) The principal business of the Reporting Persons is venture capital investments. Dr. Akkaraju serves as the Managing Member of Samsara GP, which is the general partner of Samsara LP. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Samsara LP and Samsara GP was organized in the state of Delaware and Dr. Akkaraju is a citizen of the United States.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Prior to the Issuer’s initial public offering (the “IPO”), Samsara LP purchased an aggregate of 7,966,196 shares of Series C preferred stock for an approximate aggregate purchase price of $25 million. In connection with the closing of the IPO, on July 1, 2024, each share of Series C preferred stock automatically converted on a 4.675-to-one basis into shares of Class A Common Stock and each share of Class A Common Stock was then reclassified into one share of Common Stock, resulting in the receipt, by Samsara LP of 1,703,998 shares of Common Stock. In addition, on July 1, 2024, Samsara LP purchased 1,562,500 shares of Common Stock in the IPO at the public offering price of $16.00 per share, for an aggregate purchase price of $25 million. The source of funds for Samsara LP’s purchase was capital contributions from its limited and general partners.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Act”)). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide. Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain t

of Schedule 13D

Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) – (b). The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of August 27, 2024: Reporting Persons Shares Held Directly Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Beneficial Percentage of Class (2) Samsara LP (1) 3,266,498 3,266,498 3,266,498 3,266,498 6.9 % Samsara GP (1) 3,266,498 3,266,498 3,266,498 6.9 % Dr. Akkaraju (1) 3,266,498 3,266,498 3,266,498 6.9 % (1) Consists of 3,266,498 shares of Common Stock held by Samsara LP. Dr. Akkaraju, as the Managing Member of Samsara GP, shares voting and investment authority over the shares held by Samsara LP. (2) This percentage is calculated based on 47,218,394 shares of Common Stock outstanding as of August 7, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2024. (c) Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Lock-up Agreements The holders of substantially all of the Issuer’s pre-IPO capital stock, including Samsara LP, and each of the Issuer’s directors, including Dr. Akkaraju, entered into lock-up agreements (the “Lock-Up Agreements”) with the representatives of the underwriters of the Issuer’s IPO. Pursuant to the Lock-Up Agreements, neither Samsara LP nor Dr. Akkaraju is permitted, with limited exceptions, for a period of 180 days from the date of the Issuer’s final prospectus, to offer, sell, or otherwise transfer or dispose of any of the Issuer’s securities, without the prior written consent of Morgan Stanley & Co, LLC. The description of the Lock-Up Agreements contained in this Item 6 is qualified in its entirety by reference to the full text of the form of Lock-up Agreement filed as Exhibit B to this Schedule 13D and incorporated by reference herein. Investors’ Rights Agreement On March 4, 2024, the Issuer, Samsara LP and certain other parties entered into an amended and restated investors’ rights agreement (the “Investors’ Rights Agreement”). The Investors’ Rights Agreement provides Samsara LP and other parties thereto with certain demand registration rights, including shelf registration rights, in respect of the shares of Common Stock issued to it upon conversion of the preferred stock, public, it will be required to give notice of such registration to Samsara LP and certain other parties of its intention to effect such a registration, and, upon request of one or more such parties and subject to certain limitations, include the shares of Common Stock held by them in such registration. The registration rights will expire five years following t

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits A. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. B. Form of Lock-up Agreement (incorporated by reference to Exhibit A to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-280068), filed with the SEC on June 24, 2024). C. Amended and Restated Investors’ Rights Agreement, dated March 4, 2024 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-280068), filed with the SEC on June 7, 2024). 7 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 27, 2024 Samsara BioCapital, L.P. By: Samsara BioCapital GP, LLC its General Partner By: /s/ Srinivas Akkaraju Name: Srinivas Akkaraju Title: Managing Member Samsara BioCapital GP, LLC By: /s/ Srinivas Akkaraju Name: Srinivas Akkaraju Title: Managing Member /s/ Srinivas Akkaraju Srinivas Akkaraju ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 8 Exhibit(s): A Joint Filing Agreement 9 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Alumis Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Dated: August 27, 2024 Samsara BioCapital, L.P. By: Samsara BioCapital GP, LLC its General Partner By: /s/ Srinivas Akkaraju Name: Srinivas Akkaraju Title: Managing Member Samsara BioCapital GP, LLC By: /s/ Srinivas Akkaraju Name: Srinivas Akkaraju Title: Managing Member /s/ Srinivas Akkaraju Srinivas Akkaraju

View Full Filing

View this SC 13D filing on SEC EDGAR