ALMS.NASDAQAlumis INC
SCHEDULE: Foresite Capital Updates Alumis Stake to 14.1% After Follow-on Offering
Sentiment:
Beneficial Ownership Update
Foresite Capital and its affiliates have updated their beneficial ownership in Alumis Inc. to 14.1% following recent share acquisitions and a follow-on offering.
Capital raiseAlumis Inc. conducted a Follow-on Offering of 17,650,000 shares of Common Stock, as detailed in a Prospectus Supplement filed on January 8, 2026.Fund V purchased 117,647 shares for $1,999,999 in this offering.Opportunity Fund V purchased 294,117 shares for $4,999,989 in this offering.The offering price for these shares was $17.00 per share.Previous capital raises by Alumis Inc. included various rounds of preferred stock financing (Series Seed, A, B-1, B-2, C) and convertible promissory notes, in which Foresite entities participated.
Summary
- Foresite Capital and its affiliated entities, including James B. Tananbaum, collectively beneficially own 16,189,804 shares of Alumis Inc. common stock, representing 14.1% of the outstanding shares.
- This Schedule 13D Amendment No. 3 updates previous filings due to dilution from Alumis Inc.'s issuance of additional shares and reflects recent acquisitions by Fund V and Opportunity Fund V.
- The total outstanding shares of Alumis Inc. common stock as of January 8, 2026, are 114,824,231.
- Recent acquisitions include open market purchases by Opportunity Fund V in November 2025 and participation in Alumis Inc.'s Follow-on Offering on January 8, 2026, where Fund V purchased 117,647 shares and Opportunity Fund V purchased 294,117 shares, both at $17.00 per share.
- The Reporting Persons hold their securities for investment purposes and may adjust their holdings based on market conditions and Alumis Inc.'s performance.
Sentiment
Score: 6
Explanation: The filing indicates continued investment by a significant institutional holder, including participation in a follow-on offering, which suggests ongoing confidence. However, the reported dilution for existing shareholders is a neutral to slightly negative factor, balancing the overall sentiment to moderately positive.
Positives
- Continued significant investment by Foresite Capital and its affiliates, including participation in a recent follow-on offering, indicates ongoing confidence in Alumis Inc.
- James B. Tananbaum, a managing member of Foresite Capital entities, also serves on Alumis Inc.'s board of directors, suggesting active oversight and engagement.
Negatives
- The aggregate percentage ownership of the Reporting Persons decreased by over 1% since the last amendment due to dilution from Alumis Inc.'s issuance of additional shares.
Risks
- The value of the investment is subject to market and economic conditions, as well as Alumis Inc.'s business, financial condition, operations, and prospects.
- The Reporting Persons may acquire additional shares, retain, or sell all or a portion of their holdings, which could impact the stock price.
Future Outlook
The Reporting Persons hold their securities for investment purposes and may adjust their holdings (acquire, retain, sell, or distribute shares) in the future. These decisions will depend on various factors, including the price levels of Alumis Inc. common stock, general market and economic conditions, ongoing evaluation of Alumis Inc.'s business, financial condition, operations, and prospects, and the relative attractiveness of alternative investment opportunities.
Management Comments
- The Reporting Persons hold their securities of the Issuer for investment purposes.
- Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Issuer's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Industry Context
This filing primarily details changes in beneficial ownership by a significant institutional investor group. It does not provide broader industry analysis or context beyond the fact that Alumis Inc. operates in the life sciences/healthcare sector, given Foresite Labs' stated business. The participation in a follow-on offering suggests Alumis Inc. is actively raising capital, which is common for growth-stage companies, particularly in the biotech sector, to fund R&D and operations.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Existing Agreement | Amended and Restated Investors' Rights Agreement (dated March 4, 2024) grants demand, piggyback, and Form S-3 registration rights to Fund VI, Fund V, Labs Co-Invest, Opportunity V, Labs Fund I, and other investors. | March 4, 2024 | Provides significant shareholders with mechanisms to register and sell their shares, potentially increasing liquidity and influencing future share supply. |
| Existing Agreement | Indemnification Agreement between James B. Tananbaum (as a director) and Alumis Inc. | NA | Standard corporate governance practice to protect directors from liabilities arising from their service. |
Related Party Transactions
- Various Foresite Capital funds and management entities (Fund VI, FCM VI, Fund V, Labs Co-Invest, FCM V, Opportunity Fund V, FCOM V, Labs Fund I, FLM I, Labs Affiliates, Labs) are related parties and have made numerous investments in Alumis Inc. through direct purchases of common stock, preferred stock, convertible notes, and participation in offerings.
- James B. Tananbaum is the managing member of several Foresite entities and a director of Alumis Inc., linking these transactions to a related party.
Stakeholder Impact
- Shareholders: Existing shareholders experienced dilution due to Alumis Inc.'s issuance of additional shares. The continued investment by Foresite Capital and its affiliates, including participation in the follow-on offering, may be viewed positively as a sign of investor confidence.
- Alumis Inc. (Company): The capital raised through the follow-on offering provides additional funding for operations and strategic initiatives.
- Foresite Capital and Affiliates: Their beneficial ownership stake remains significant, allowing them substantial influence and potential returns on their investment.
Next Steps
- The 60-day lock-up period for Tananbaum, Fund V, and Opportunity Fund V following the January 8, 2026, Follow-on Offering will expire.
- The 180-day lock-up period from the Initial Offering (June 28, 2024) for certain reporting persons will expire.
- The Investors' Rights Agreement will expire upon the earliest of a Deemed Liquidation Event, Rule 144 availability without limitation, or the fifth anniversary of the IPO.
Key Dates
| Date | Description |
|---|---|
| February 2021 | Labs Affiliates purchased 5,500,000 shares of Common Stock from Alumis Inc. at $0.0001 per share. |
| February 2021 | Fund V and Labs Co-Invest purchased 10,000,000 shares of Series Seed Redeemable Convertible Preferred Stock from Alumis Inc. at $1.00 per share, including new cash and SAFE conversions. |
| March 2021 | Fund V and Opportunity Fund V purchased Series A Redeemable Convertible Preferred Stock at $4.00 per share, totaling $30.0 million. |
| March 2021 | Alumis Inc. issued $30.0 million in convertible promissory notes to Fund V, Opportunity V, and Labs Fund I. |
| August 2021 | Alumis Inc. issued additional convertible promissory notes to Labs Fund I for $1.5 million. |
| September 2021 | Alumis Inc. amended and restated outstanding convertible promissory notes and issued an additional $6.0 million note to Labs Fund I. |
| December 2021 | Convertible notes held by Fund V, Opportunity V, and Labs Fund I converted into 9,760,088 shares of Series B-1 Redeemable Convertible Preferred Stock at $4.00 per share. |
| May 2023 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased Series B-2 Redeemable Convertible Preferred Stock at $5.00 per share, totaling $24,245,530. |
| October 2023 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased additional Series B-2 Redeemable Convertible Preferred Stock at $5.00 per share, totaling $12,122,760. |
| March 2024 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased Series C Redeemable Convertible Preferred Stock at $3.13826 per share, totaling $29,999,992.48. |
| March 4, 2024 | Amended and Restated Investors' Rights Agreement entered into by Fund VI, Fund V, Labs Co-Invest, Opportunity V, Labs Fund I, and other investors. |
| March 4, 2024 | Lock-Up Agreements entered into by Fund VI, Fund V, Labs Co-Invest, Opportunity V, Labs Fund I, and Tananbaum with underwriters. |
| May 2024 | Fund V, Opportunity Fund V, Labs Fund I, and Fund VI purchased additional Series C Redeemable Convertible Preferred Stock at $3.13826 per share, totaling $29,999,992.48. |
| June 20, 2024 | Alumis Inc. effected a 1-for-4.675 reverse stock split. |
| June 28, 2024 | Alumis Inc.'s Prospectus filed pursuant to Rule 424(b)(4) for the Initial Offering. |
| July 1, 2024 | Closing of Alumis Inc.'s initial public offering (IPO), leading to automatic conversion of preferred stock into common stock. |
| July 5, 2024 | Original Schedule 13D filed. |
| May 2, 2025 | Fund VI purchased 25,000 shares of Common Stock at $4.62 per share in an open market purchase. |
| May 6, 2025 | Fund VI purchased 20,000 shares of Common Stock at $4.34 per share in an open market purchase. |
| May 7, 2025 | Amendment No. 1 to Schedule 13D filed. |
| June 10, 2025 | Amendment No. 2 to Schedule 13D filed. |
| November 17, 2025 | Opportunity Fund V purchased 50,000 shares at $5.60/share and 150,000 shares at $5.59/share in open market purchases. |
| November 18, 2025 | Opportunity Fund V purchased 117,374 shares at $6.19 per share in an open market purchase. |
| November 19, 2025 | Opportunity Fund V purchased 190,500 shares at $6.56 per share in an open market purchase. |
| November 21, 2025 | Opportunity Fund V purchased 72,212 shares at $7.38 per share in an open market purchase. |
| January 8, 2026 | Date of event requiring filing of this statement (Follow-on Offering). |
| January 8, 2026 | Alumis Inc. filed a Prospectus Supplement for a Follow-on Offering of 17,650,000 shares. |
| January 8, 2026 | Fund V purchased 117,647 shares and Opportunity Fund V purchased 294,117 shares in the Follow-on Offering at $17.00 per share. |
| January 8, 2026 | Tananbaum, Fund V, and Opportunity Fund V entered into a 60-day lock-up agreement in connection with the Follow-on Offering. |
| January 12, 2026 | Date of signing of this Schedule 13D Amendment No. 3. |
Keywords
Alumis Inc., Foresite Capital, Schedule 13D, beneficial ownership, common stock, follow-on offering, dilution, institutional investment, biotechnology, healthcare
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