SCHEDULE 13D/A: Foresite Capital Funds Update Significant Stake in Alumis Inc. Amidst Dilution and New Acquisitions
Beneficial Ownership Update
Foresite Capital and its affiliated entities have filed an amended Schedule 13D, updating their beneficial ownership in Alumis Inc. to reflect a decrease in aggregate percentage due to dilution from new share issuances by Alumis, alongside new acquisitions of common stock by Foresite Capital Fund VI.
Summary
- Foresite Capital Fund VI, L.P., Foresite Capital Management VI, LLC, Foresite Capital Fund V, L.P., Labs Co-Invest V, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P., Foresite Capital Opportunity Management V, LLC, Foresite Labs Fund I, L.P., Foresite Labs Management I, LLC, Foresite Labs Affiliates 2021, LLC, Foresite Labs, LLC, and James B. Tananbaum (collectively, the "Reporting Persons") filed an Amendment No. 1 to their Schedule 13D.
- The amendment updates their aggregate percentage ownership in Alumis Inc. due to dilution from the Issuer's issuance of additional common stock, which resulted in a decrease of over 1% in their reported aggregate percentage ownership.
- The filing also reflects the acquisition of additional common stock by Foresite Capital Fund VI, L.P.
- As of the filing, James B. Tananbaum, the managing member of key Foresite entities, beneficially owns an aggregate of 15,197,954 shares of Alumis Inc. common stock, representing 32.2% of the class.
- This percentage is calculated based on 47,222,419 shares of common stock outstanding of Alumis Inc., as reported in the Issuer's Form 10-K/A filed on April 23, 2025.
- Foresite Capital Fund VI, L.P. holds 4,247,670 shares (9.0%), Foresite Capital Fund V, L.P. holds 5,584,889 shares (11.8%), and Foresite Capital Management V, LLC holds 5,779,348 shares (12.2%).
- The Reporting Persons' historical investments in Alumis Inc. include significant purchases of Series Seed, Series A, Series B-1, Series B-2, and Series C Redeemable Convertible Preferred Stock, as well as convertible promissory notes, totaling over $100 million in various financing rounds.
- Recent acquisitions include 312,500 shares by Fund V and 2,187,500 shares by Fund VI in Alumis Inc.'s initial public offering (IPO) on July 1, 2024, at $16.00 per share.
- Fund VI also made open market purchases of 25,000 shares at $4.62 per share on May 2, 2025, and 20,000 shares at $4.34 per share on May 6, 2025.
- All purchases and acquisitions by the funds were sourced from working capital, with no borrowed funds.
Sentiment
Score: 6
Explanation: The sentiment is moderately positive. While there's a reported dilution in percentage ownership, this is offset by the continued active investment, including participation in the IPO and recent open market purchases by a key fund, indicating ongoing confidence from a major investor.
Positives
- Foresite Capital and its affiliated funds continue to hold a significant beneficial ownership stake in Alumis Inc., with James B. Tananbaum controlling 32.2% of the common stock.
- Foresite Capital Fund VI made recent open market purchases of Alumis Inc. common stock on May 2, 2025, and May 6, 2025, indicating continued investment interest.
- The Reporting Persons participated significantly in Alumis Inc.'s IPO, with Fund V purchasing $5 million and Fund VI purchasing $35 million worth of common stock.
Negatives
- The aggregate percentage ownership of the Reporting Persons decreased by over 1% due to dilution from Alumis Inc.'s issuance of additional shares since the original Schedule 13D filing.
Risks
- The value of the Reporting Persons' holdings is subject to market and economic conditions, as well as the Issuer's business, financial condition, operations, and prospects.
- The Reporting Persons are subject to a lock-up agreement preventing them from selling or transferring shares for 180 days after the Prospectus date (March 4, 2024), with limited exceptions.
Future Outlook
The Reporting Persons hold their securities for investment purposes and may, from time to time, acquire additional shares or sell existing holdings in the open market or privately negotiated transactions. Their future actions will depend on various factors including the price levels of Alumis Inc. common stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, and the relative attractiveness of alternative investment opportunities.
Industry Context
This filing reflects the ongoing investment activities of a prominent venture capital firm, Foresite Capital, in a publicly traded life sciences company, Alumis Inc. Such significant and continued investment by a specialized fund indicates a long-term strategic interest in the biotechnology and healthcare sector, aligning with trends of venture capital firms supporting their portfolio companies through various stages, including post-IPO.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Agreement | Amended and Restated Investors' Rights Agreement dated March 4, 2024, granting demand, piggyback, and Form S-3 registration rights to the Reporting Persons and other investors. | 2024-03-04 | Provides significant shareholders with mechanisms to facilitate the sale of their shares, potentially increasing liquidity and influencing future capital structure. |
| Agreement | Lock-Up Agreements dated March 4, 2024, restricting the sale or transfer of common stock by the Reporting Persons for 180 days post-IPO. | 2024-03-04 | A standard measure in IPOs to stabilize the stock price by preventing immediate selling pressure from large pre-IPO holders. |
| Agreement | Indemnification Agreement between James B. Tananbaum (as a director of the Issuer) and Alumis Inc. | NA | Standard corporate governance practice to protect directors from liabilities arising from their service, encouraging qualified individuals to serve on the board. |
Related Party Transactions
- The various Foresite Capital funds and entities, along with James B. Tananbaum, are related parties, and their historical and recent investments in Alumis Inc. constitute related party transactions.
- James B. Tananbaum, as a managing member of the Reporting Persons and a director of Alumis Inc., is involved in these transactions and agreements, including the Indemnification Agreement.
Stakeholder Impact
- Shareholders: The updated ownership percentages and the details of past and recent share acquisitions provide transparency regarding a significant institutional investor's stake and activity. The dilution indicates new shares were issued, potentially impacting per-share value for existing shareholders.
- Investors: The filing offers insights into the investment strategy and continued commitment of Foresite Capital to Alumis Inc., which can influence investor confidence.
- Company Management: The continued significant ownership by Foresite Capital and James B. Tananbaum, who is also a director, suggests ongoing oversight and strategic alignment with a major investor.
Next Steps
- The Reporting Persons may acquire additional shares of Common Stock or sell existing holdings in the open market or privately negotiated transactions.
- The registration rights granted under the Amended and Restated Investors' Rights Agreement will expire upon the earliest of a Deemed Liquidation Event, Rule 144 availability for all shares without limitation, or the fifth anniversary of the IPO.
- The lock-up agreements will expire 180 days after the date set forth on the Prospectus (March 4, 2024).
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. |
| 2021-03-01 | Fund V and Opportunity Fund V purchased 7,500,000 shares of Series A Redeemable Convertible Preferred Stock. |
| 2021-03-01 | Issuer issued convertible promissory notes to Fund V, Opportunity V, and Labs Fund I for $30.0 million. |
| 2021-08-01 | Issuer issued additional convertible promissory notes to Labs Fund I for $1.5 million. |
| 2021-09-01 | Issuer amended and restated outstanding convertible promissory notes and issued an additional note to Labs Fund I for $6.0 million. |
| 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 2,909,462 shares of Series B-2 Redeemable Convertible Preferred Stock. |
| 2024-03-01 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased 9,560,435 shares of Series C Redeemable Convertible Preferred Stock. |
| 2024-03-04 | Amended and Restated Investors' Rights Agreement entered into. |
| 2024-03-04 | Lock-Up Agreements entered into with underwriters. |
| 2024-04-23 | Alumis Inc.'s Form 10-K/A filed with the SEC, reporting 47,222,419 shares of common stock outstanding. |
| 2024-05-01 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased 9,560,435 shares of Series C Redeemable Convertible Preferred Stock. |
| 2024-06-20 | Alumis Inc. effected a 1-for-4.675 reverse stock split. |
| 2024-07-01 | Closing of Alumis Inc.'s initial public offering (IPO), leading to automatic conversion of preferred stock to common stock. |
| 2024-07-01 | Fund V and Fund VI purchased common stock in the Initial Offering. |
| 2024-07-05 | Original Schedule 13D initially filed. |
| 2024-08-13 | Date of event which requires filing of this Amendment No. 1. |
| 2025-05-02 | Fund VI purchased 25,000 shares of common stock in an open market purchase at $4.62 per share. |
| 2025-05-06 | Fund VI purchased 20,000 shares of common stock in an open market purchase at $4.34 per share. |
| 2025-05-07 | Date of signing of this Amendment No. 1. |
Keywords
Alumis Inc., SEC filing, Schedule 13D, beneficial ownership, Foresite Capital, James B. Tananbaum, common stock, dilution, stock acquisition, venture capital, investment, biotechnology, pharmaceuticals, life sciences
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