aibioAlumis completes ACELYRIN merger at 0.4814 Alumis shares per ACELYRIN share
Tickers ALMS
Alumis Inc. says the merger closed May 21, 2025, making ACELYRIN a wholly owned subsidiary. Alumis says its cash runway now extends into 2027, and Lynn Tetrault joined its board.
Key facts
- Company
- Alumis Inc. (NASDAQ: ALMS)
- News type
- Mergers
- Primary source
- ALUMIS INC. Form 8-K filed May 21, 2025 (SEC EDGAR)
Alumis Inc. (Nasdaq: ALMS) completed its merger with ACELYRIN, Inc. on May 21, 2025, and ACELYRIN is now a wholly owned subsidiary of Alumis. Each ACELYRIN stockholder receives 0.4814 shares of Alumis common stock for each ACELYRIN share, according to a press release furnished with the company's Form 8-K filed May 21, 2025. ACELYRIN common stock has ceased trading and will no longer be listed on the Nasdaq Global Select Market.
What the filing says
The 8-K reports the closing under Item 2.01, completion of an acquisition or disposition of assets. The merger agreement is dated February 6, 2025, among Alumis Inc., ACELYRIN and Arrow Merger Sub, Inc. The parties amended it on April 20, 2025. Alumis says it will file the financial statements of the acquired business and the pro forma financial information by amendment within 71 days after the date the 8-K was required to be filed.
The merger also changed the Alumis board. Effective at closing, the number of authorized directors rose from seven to eight, and Lynn Tetrault was appointed. The 8-K says Henry Gosebruch had also been expected to join the board but will not, because he was recently appointed chief executive officer of Galapagos. The board determined that Ms. Tetrault is independent under Nasdaq listing standards. She did not receive an initial option grant, and Alumis plans to sign its standard indemnification agreement with her.
The advisers
The press release names Morgan Stanley & Co. LLC as financial advisor to Alumis and Cooley LLP as its legal counsel. It names Guggenheim Securities, LLC as financial advisor to ACELYRIN and Fenwick & West LLP and Paul Hastings LLP as its legal counsel. The 8-K does not name any of these firms.
The runway claim
In the press release, Alumis chief executive Martin Babler said the merger "allows us to advance our pipeline through multiple planned key data readouts, with a cash runway that now extends into 2027." The release describes a significantly strengthened balance sheet but gives no cash figure for the combined company, and it does not say how much the merger added.
The annual report on Form 10-K filed March 19, 2025 puts that claim in a harsher light. Its management concluded there is substantial doubt about Alumis' ability to continue as a going concern. The report says cash, cash equivalents and marketable securities of $288.3 million as of December 31, 2024 will not be sufficient to meet operating and capital requirements for at least 12 months from the date the statements were issued. The company reported a net loss of $294.2 million for 2024, against $155.0 million for 2023, and an accumulated deficit of $658.6 million.
Neither the 8-K nor the press release mentions the going-concern language. The annual report was filed before the merger closed, so it describes the company as it stood without ACELYRIN.
The pipeline
Alumis describes itself as a late-stage biopharma company developing oral tyrosine kinase 2 inhibitors. Its ESK-001 candidate is in the Phase 3 ONWARD program, which the 10-K describes as two parallel Phase 3 trials in plaque psoriasis with topline results expected in the first quarter of 2026. A Phase 2 trial in systemic lupus erythematosus is expected to report results in 2026. The company's other programs include A-005, aimed at neuroinflammatory and neurodegenerative diseases, and lonigutamab, a subcutaneously delivered anti-IGF-1 receptor therapy for thyroid eye disease.
The filings do not yet give pro forma financial information for the combined company, so the effect of the merger on Alumis' losses and cash use is not yet in the record. Alumis has said that information will come by amendment to the 8-K.
What comes next
The first readout the 10-K names is the ONWARD topline data, due in the first quarter of 2026. The going-concern language will stand in the company's reports until a later filing addresses it. The press release's 2027 runway date and the annual report's warning, which covers the period before the merger, sit side by side in the record.