Amendment: Alumis Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
|
| |||
(State or Other Jurisdiction |
| (Commission |
| (IRS Employer |
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading |
| Name of each exchange |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
As previously reported, on May 21, 2025, Alumis Inc., a Delaware corporation (the “Company”), completed its previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of February 6, 2025, as amended on April 20, 2025 (the “Merger Agreement”), by and among the Company, Arrow Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), and ACELYRIN, Inc. (“ACELYRIN”), pursuant to which Merger Sub merged with and into ACELYRIN, with ACELYRIN continuing as the surviving corporation and as a wholly owned subsidiary of the Company. This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 21, 2025 (the “Original Report”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were not previously filed with the Original Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements and information required by this Item 9.01(a) and the notes related thereto are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 9.01(b) and the notes related thereto are filed as Exhibit 99.3 to this Current Report on Form 8-K.
(d) Exhibits
Exhibit |
| Description |
2.1+ | ||
2.2 | ||
23.1* | ||
99.1* | ||
99.2* | ||
99.3* | Unaudited pro forma condensed combined financial information. | |
104* |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* | Filed herewith. |
+ | Certain exhibits and schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Alumis Inc. will furnish copies of such exhibits and schedules to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Alumis Inc. | ||
Dated: June 30, 2025 | By: | /s/ Martin Babler |
Name: | Martin Babler | |
Title: | President & Chief Executive Officer | |