ALMS.NASDAQAlumis INC
SCHEDULE 13D/A: Foresite Capital Funds Update Alumis Inc. Stake to 15.9% Following Share Dilution
Sentiment:
Beneficial Ownership Update
Foresite Capital and its affiliated entities, including James B. Tananbaum, have filed an amended Schedule 13D for Alumis Inc., reporting an aggregate beneficial ownership of 15.9% of common stock, a decrease in percentage due to the Issuer's issuance of additional shares.
Capital raiseThe document details multiple past capital raises by Alumis Inc. in which the Reporting Persons participated, including:Purchase of Series Seed Redeemable Convertible Preferred Stock in February 2021 for $10 million.Purchase of Series A Redeemable Convertible Preferred Stock in March 2021 for $30 million.Issuance of convertible promissory notes in March 2021 for $30 million, August 2021 for $1.5 million, and September 2021 for $6.0 million.Purchase of Series B-2 Redeemable Convertible Preferred Stock in May 2023 for $24.25 million and October 2023 for $12.12 million.Purchase of Series C Redeemable Convertible Preferred Stock in March 2024 for $30 million and May 2024 for $30 million.Participation in the Initial Public Offering (IPO) in July 2024, with Fund V purchasing $5 million and Fund VI purchasing $35 million in common stock.
Summary
- This Amendment No. 2 to Schedule 13D updates the beneficial ownership of Alumis Inc. common stock by Foresite Capital Fund VI, L.P., Foresite Capital Fund V, L.P., Labs Co-Invest V, LLC, Foresite Capital Opportunity Fund V, L.P., Foresite Labs Fund I, L.P., Foresite Labs Affiliates 2021, LLC, and their respective general partners/managing members, including James B. Tananbaum.
- The filing is necessitated by a decrease of over 1% in the aggregate percentage ownership reported by the Reporting Persons since the previous Amendment No. 1, primarily due to dilution from Alumis Inc.'s issuance of additional common stock.
- As of May 21, 2025, James B. Tananbaum, through his various affiliations, beneficially owns an aggregate of 15,197,954 shares of Alumis Inc. common stock, representing 15.9% of the total 95,819,723 shares outstanding.
- The Reporting Persons hold their securities for investment purposes and may, from time to time, acquire additional shares, retain, or sell portions of their holdings based on market conditions and the Issuer's prospects.
- The document details a history of significant investments by Foresite Capital entities in Alumis Inc. since February 2021, including purchases of common stock, convertible preferred stock (Series Seed, A, B-1, B-2, C), and convertible promissory notes, totaling tens of millions of dollars.
- Recent open market purchases by Fund VI include 25,000 shares on May 2, 2025, at $4.62 per share ($115,500 total), and 20,000 shares on May 6, 2025, at $4.34 per share ($86,800 total).
Sentiment
Score: 6
Explanation: The document is a routine regulatory filing updating beneficial ownership due to dilution. While the percentage ownership decreased, the underlying investment intent remains 'for investment purposes,' and recent open market purchases indicate continued interest. There are no overtly negative or positive operational details about the company itself, making the sentiment neutral to slightly positive due to continued investment.
Positives
- The continued significant aggregate beneficial ownership by Foresite Capital and James B. Tananbaum (15.9%) indicates a substantial and ongoing investment commitment to Alumis Inc.
- The detailed history of investments demonstrates a long-term engagement and belief in the company's potential, spanning multiple financing rounds from Series Seed to Series C and participation in the IPO.
- Recent open market purchases by Foresite Capital Fund VI in May 2025 suggest continued confidence in the Issuer's stock at current price levels.
Negatives
- The primary reason for this amendment is the dilution of the Reporting Persons' aggregate percentage ownership by over 1% due to Alumis Inc.'s issuance of additional shares, which reduces their proportional stake in the company.
Future Outlook
The Reporting Persons hold their securities for investment purposes and may, from time to time, acquire additional shares, retain, or sell all or a portion of their common stock holdings in the open market or privately negotiated transactions. Any future actions will depend on factors such as stock price levels, general market and economic conditions, ongoing evaluation of Alumis Inc.'s business, financial condition, operations, and prospects, and the attractiveness of alternative investment opportunities. No present plans or intentions are disclosed that would result in or relate to major corporate transactions like mergers, liquidations, or changes in management or control.
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Agreement | Amended and Restated Investors' Rights Agreement (March 4, 2024) grants demand, piggyback, and Form S-3 registration rights to the Reporting Persons and other investors. These rights expire upon a Deemed Liquidation Event, Rule 144 availability without limitation, or the fifth anniversary of the IPO. | 2024-03-04 | Provides significant liquidity options for the Reporting Persons to sell their shares in the future, subject to market conditions and regulatory compliance. |
| Agreement | Lock-Up Agreements (March 4, 2024) restricted the Reporting Persons and James B. Tananbaum from selling or transferring shares for 180 days following the Prospectus date (June 28, 2024). | 2024-03-04 | Temporarily restricted the Reporting Persons' ability to sell shares post-IPO, aligning with typical IPO lock-up provisions to stabilize the stock price. This lock-up period has since expired. |
| Agreement | Indemnification Agreement entered into by James B. Tananbaum, in his capacity as a director of the Issuer, along with other directors. | NA | Provides protection to directors against liabilities incurred in their roles, which is a standard corporate governance practice to attract and retain qualified board members. |
Related Party Transactions
- James B. Tananbaum is the managing member of Foresite Capital Management VI, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Management V, LLC, and Foresite Labs Management I, LLC, which are general partners or managing members of the various Foresite funds and entities that hold shares in Alumis Inc.
- James B. Tananbaum is also a manager of Foresite Labs, LLC, which is the managing member of Foresite Labs Affiliates 2021, LLC.
- James B. Tananbaum is a member of the board of directors of Alumis Inc., creating a direct link between the Reporting Persons and the Issuer's management and governance.
Stakeholder Impact
- **Shareholders**: The updated ownership percentage provides transparency regarding a significant institutional investor's stake. The potential for future sales or acquisitions by Foresite Capital could influence stock liquidity and price.
- **Management**: The continued substantial investment by Foresite Capital and James B. Tananbaum's board presence indicates ongoing oversight and alignment of interests with the company's strategic direction.
Next Steps
- The Reporting Persons may, from time to time, acquire additional shares of Common Stock.
- The Reporting Persons may, from time to time, retain and/or sell all or a portion of the Common Stock held.
- The Reporting Persons may distribute the Common Stock held to their respective members or limited partners.
Key Dates
| Date | Description |
|---|---|
| 2021-02-01 | Labs Affiliates purchased 5,500,000 shares of Common Stock from the Issuer. |
| 2021-02-01 | Fund V and Labs Co-Invest purchased 10,000,000 shares of Series Seed Redeemable Convertible Preferred Stock from the Issuer. |
| 2021-03-01 | Fund V and Opportunity Fund V purchased 7,500,000 shares of Series A Redeemable Convertible Preferred Stock from the Issuer. |
| 2021-03-01 | Issuer issued $30.0 million in convertible promissory notes to Fund V, Opportunity V, and Labs Fund I. |
| 2021-08-01 | Issuer issued additional $1.5 million in convertible promissory notes to Labs Fund I. |
| 2021-09-01 | Issuer amended and restated outstanding convertible promissory notes and issued an additional $6.0 million convertible note to Labs Fund I. |
| 2021-12-01 | Convertible notes held by Fund V, Opportunity V, and Labs Fund I automatically converted into 9,760,088 shares of Series B-1 Redeemable Convertible Preferred Stock. |
| 2023-05-01 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased 4,849,106 shares of Series B-2 Redeemable Convertible Preferred Stock. |
| 2023-10-01 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased 2,424,552 shares of Series B-2 Redeemable Convertible Preferred Stock. |
| 2024-03-01 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased 9,559,435 shares of Series C Redeemable Convertible Preferred Stock. |
| 2024-03-04 | Amended and Restated Investors' Rights Agreement and Lock-Up Agreements entered into. |
| 2024-05-01 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased an additional 9,559,435 shares of Series C Redeemable Convertible Preferred Stock. |
| 2024-06-20 | Issuer effected a 1-for-4.675 reverse stock split. |
| 2024-06-28 | Date of Issuer's Prospectus filed pursuant to Rule 424(b)(4), relevant for lock-up agreement expiry. |
| 2024-07-01 | Closing of the Issuer's initial public offering (IPO), leading to automatic conversion of preferred stock to common stock. |
| 2025-05-02 | Foresite Capital Fund VI, L.P. purchased 25,000 shares of Alumis Inc. common stock in an open market transaction. |
| 2025-05-06 | Foresite Capital Fund VI, L.P. purchased 20,000 shares of Alumis Inc. common stock in an open market transaction. |
| 2025-05-07 | Date of filing of Amendment No. 1 to the Schedule 13D. |
| 2025-05-21 | Date of event which requires filing of this statement, based on the number of outstanding shares of common stock of Alumis Inc. |
| 2025-06-10 | Date of signing of this Amendment No. 2 to Schedule 13D. |
Keywords
Alumis Inc., Foresite Capital, Schedule 13D, Beneficial Ownership, Common Stock, SEC Filing, Investment, Dilution, Venture Capital, Biotechnology, Healthcare, James B. Tananbaum
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