Form 4: ACELYRIN Director's Holdings Converted Following Merger with Alumis, Inc.

A recent SEC Form 4 filing reveals that ACELYRIN, Inc. Director Patrick Machado's common stock and stock options were converted into Alumis, Inc. shares and options following the completion of the merger between the two companies.

Summary

• On May 21, 2025, ACELYRIN, Inc. completed its merger with Alumis, Inc., with ACELYRIN surviving as a wholly-owned subsidiary of Alumis.
• The merger was executed pursuant to an Agreement and Plan of Merger dated February 6, 2025, and amended on April 20, 2025.
• At the effective time of the merger, each share of ACELYRIN common stock was converted into the right to receive 0.4814 shares of Alumis voting common stock, with cash paid for any fractional shares.
• Patrick Machado, a Director of ACELYRIN, Inc., disposed of 14,675 shares of ACELYRIN common stock, which were converted into Alumis common stock based on the exchange ratio.
• Mr. Machado's direct beneficial ownership of ACELYRIN common stock is now 0 shares.
• Additionally, all outstanding and unexercised ACELYRIN stock options held by Mr. Machado with an exercise price of $18.00 or less were assumed by Alumis.
• These options were converted into options to purchase Alumis common stock, with the number of shares adjusted by the 0.4814 exchange ratio and the exercise price adjusted accordingly.
• Specific options converted include 92,158 shares at an exercise price of $4.46, 23,243 shares at $18.00, 28,675 shares at $5.8766, 86,206 shares at $5.8766, and 40,567 shares at $0.7683.

Sentiment

Score: 7

Explanation: The sentiment is positive as the merger, a significant corporate event, completed successfully as planned, leading to the conversion of shareholder and option holder interests into the acquiring entity's stock.

Positives

• The successful completion of the merger provides a clear path forward for ACELYRIN's assets and shareholders, converting their holdings into shares of the acquiring entity, Alumis, Inc.
• The conversion of stock options ensures continuity of equity incentives for the director within the new corporate structure.

Negatives

• ACELYRIN, Inc. ceases to exist as an independent publicly traded entity, becoming a wholly-owned subsidiary of Alumis, Inc.

Industry Context

This filing reflects the completion of a significant M&A transaction within the biotechnology sector, where smaller companies are often acquired by larger entities for their pipeline assets or strategic capabilities. Such mergers are common strategies for growth and consolidation in the highly competitive and capital-intensive biotech industry.

Corporate Governance

Related Party Transactions

• The reported transaction involves a director of ACELYRIN, Inc. converting his holdings as part of a corporate merger, which is a standard related-party transaction in the context of an acquisition.

Stakeholder Impact

• Shareholders of ACELYRIN, Inc. have had their common stock converted into shares of Alumis, Inc., providing them with continued equity exposure in the combined entity.
• Option holders, including the reporting person, have had their options assumed and converted by Alumis, Inc., preserving their potential equity upside within the new structure.

Next Steps

• Integration of ACELYRIN, Inc. as a wholly-owned subsidiary into Alumis, Inc.'s operations and corporate structure.
• Shareholders of ACELYRIN, Inc. will receive Alumis, Inc. common stock based on the exchange ratio.

Key Dates

Keywords

ACELYRIN, SLRN, Alumis, Merger, Acquisition, Form 4, Insider Transaction, Stock Conversion, Stock Options, Beneficial Ownership, Biotechnology