Amendment: SEC Form SCHEDULE 13D/A filed by Alumis Inc.
$ALMS
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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ALUMIS INC. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
022307102 (CUSIP Number) |
Abrar Hussain Samsara BioCapital GP, LLC, 628 Middlefield Road Palo Alto, CA, 94301 (650) 285-4270 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 022307102 |
| 1 |
Name of reporting person
Samsara BioCapital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,801,370.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 022307102 |
| 1 |
Name of reporting person
Samsara BioCapital GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,801,370.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 022307102 |
| 1 |
Name of reporting person
Srinivas Akkaraju | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,801,370.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
ALUMIS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
280 East Grand Avenue, South San Francisco,
CALIFORNIA
, 94080. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on August 27, 2024 (the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented as follows:
On May 2, 2025, Samsara LP purchased 159,920 shares of common stock in open market transactions at prices ranging from $3.97 to $4.84 per share (a weighted-average price of $4.55 per share).
On May 5, 2025, Samsara LP purchased (i) 138,368 shares of common stock in open market transactions at prices ranging from $4.19 to $5.1899 per share (a weighted-average price of $4.58 per share) and (ii) 22,002 shares of common stock in open market transactions at prices ranging from $5.19 to $5.48 per share (a weighted-average price of $5.27 per share).
All purchases of the securities described above were for cash and were funded by working capital of Samsara LP.
On May 21, 2025 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger, dated as of February 6, 2025 and April 21, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, ACELYRIN, Inc. ("ACELYRIN"), and Arrow Merger Sub, Inc., a direct wholly owned subsidiary of the Issuer ("Merger Sub"), Merger Sub merged with and into ACELYRIN, with ACELYRIN continuing as the surviving corporation and as a wholly owned subsidiary of the Issuer (the "Merger").
Prior to the completion of the Merger, Samsara LP owned 2,523,022 shares of ACELYRIN common stock. As a result of the Merger and upon the Closing, among other things, each share of ACELYRIN common stock issued and outstanding as of immediately prior to the Closing was exchanged for the right to receive the number of shares of common stock of the Issuer equal to the exchange ratio of 0.4814. In the Closing, Samsara LP received 1,214,582 shares of common stock of the Issuer in exchange for its shares of ACELYRIN common stock.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon an estimated 95,819,723 shares of common stock outstanding as of May 21, 2025, as reported by the Issuer to the Reporting Persons.
The Reporting Persons' ownership of the Issuer's securities consists of 4,801,370 shares of common stock directly held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. | |
| (b) | Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. | |
| (c) | Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty 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 securities beneficially owned by any of the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement
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| 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.
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