SCHEDULE 13D/A: Samsara BioCapital Increases Stake in Alumis Inc. to 5% Following Open Market Purchases and ACELYRIN Merger
Beneficial Ownership Update
Samsara BioCapital, L.P. has increased its beneficial ownership in Alumis Inc. to 5.0%, totaling 4,801,370 shares, through recent open market purchases and shares received from the merger of ACELYRIN, Inc. into Alumis.
Summary
- Samsara BioCapital, L.P., Samsara BioCapital GP, LLC, and Srinivas Akkaraju are the reporting persons in this Schedule 13D/A filing.
- They collectively beneficially own 4,801,370 shares of Alumis Inc. common stock, representing 5.0% of the outstanding shares.
- This ownership percentage is based on an estimated 95,819,723 shares of common stock outstanding as of May 21, 2025, as reported by the Issuer.
- The increase in ownership is attributed to both open market purchases and shares received as a result of the merger of ACELYRIN, Inc. into Alumis Inc.
- On May 2, 2025, Samsara LP purchased 159,920 shares of Alumis common stock in open market transactions at a weighted-average price of $4.55 per share (ranging from $3.97 to $4.84).
- On May 5, 2025, Samsara LP made further open market purchases: 138,368 shares at a weighted-average price of $4.58 per share (ranging from $4.19 to $5.1899) and an additional 22,002 shares at a weighted-average price of $5.27 per share (ranging from $5.19 to $5.48).
- All open market purchases were funded by the working capital of Samsara LP.
- On May 21, 2025, the merger between Alumis Inc. and ACELYRIN, Inc. was completed, with ACELYRIN becoming a wholly-owned subsidiary of Alumis Inc.
- Prior to the merger, Samsara LP owned 2,523,022 shares of ACELYRIN common stock.
- As a result of the merger, Samsara LP received 1,214,582 shares of Alumis Inc. common stock, based on an exchange ratio of 0.4814 shares of Alumis for each ACELYRIN share.
Sentiment
Score: 6
Explanation: Neutral to slightly positive. The document is a factual disclosure of ownership changes and a merger completion. The increase in stake by an institutional investor could be interpreted as a positive signal of confidence, but the filing itself is purely informational without explicit positive or negative framing of the company's prospects.
Positives
- A significant institutional investor, Samsara BioCapital, has increased its stake in Alumis Inc. to 5.0%, indicating continued interest or confidence in the company.
Future Outlook
The document does not contain any forward-looking statements or guidance regarding Alumis Inc.'s future performance or strategic direction from either the company or the reporting persons.
Industry Context
This filing indicates a significant ownership stake by Samsara BioCapital, a venture capital firm, in Alumis Inc., partly through a merger with ACELYRIN, Inc. This type of strategic investment and consolidation is a common occurrence in the biotechnology and pharmaceutical industries, where venture capital plays a crucial role in funding and facilitating growth and mergers for companies developing new therapies.
Comparison to Industry Standards
- This document is a standard Schedule 13D/A filing, which is a routine disclosure for changes in beneficial ownership exceeding certain thresholds, particularly following significant share acquisitions and corporate actions like mergers.
- The 5.0% beneficial ownership stake reported by Samsara BioCapital is a notable threshold, triggering specific reporting requirements under SEC regulations.
- Without specific financial performance data for Alumis Inc. or ACELYRIN, Inc. within this document, a detailed comparison of their operational results or valuation metrics against industry benchmarks or comparable companies is not possible based solely on this filing. The merger exchange ratio of 0.4814 is a specific deal term for the ACELYRIN acquisition.
Stakeholder Impact
- Shareholders of Alumis Inc.: The issuance of new shares for the merger could lead to dilution, while the increased stake by a significant institutional investor (Samsara BioCapital) may be viewed as a vote of confidence.
- Shareholders of ACELYRIN, Inc.: Their shares were exchanged for Alumis Inc. common stock as part of the merger, completing the acquisition process.
Key Dates
| Date | Description |
|---|---|
| 2024-08-27 | Original Schedule 13D filing date by the Reporting Persons. |
| 2025-02-06 | Initial date of the Agreement and Plan of Merger between Alumis Inc. and ACELYRIN, Inc. |
| 2025-04-21 | Amendment date for the Agreement and Plan of Merger. |
| 2025-05-02 | Samsara LP purchased 159,920 shares of common stock in open market transactions. |
| 2025-05-05 | Samsara LP purchased 138,368 shares and 22,002 shares of common stock in open market transactions. |
| 2025-05-21 | Closing Date of the Merger between Alumis Inc. and ACELYRIN, Inc., and the date of event requiring this filing. |
| 2025-05-23 | Date of signing the Joint Filing Agreement and the Schedule 13D/A. |
Keywords
Alumis Inc., Samsara BioCapital, ACELYRIN Inc., Schedule 13D/A, Beneficial Ownership, Merger, Common Stock, Institutional Investor, SEC Filing, Investment
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