Full Press Release Details
and ACELYRIN to Merge Creating a Late-Stage Clinical Biopharma Company Dedicated to
Innovating, Developing and Commercializing
Transformative Therapies for Immune-mediated
Topline data from Phase 3 ONWARD trials for
Alumis' ESK-001 in moderate-to-severe plaque psoriasis on track for readout in first half of 2026; Topline data from Phase 2b LUMUS
trial in systemic lupus erythematosus on track for readout in 2026
Evaluation underway of development plan for
ACELYRIN's lonigutamab to confirm differentiation in a capital efficient manner
Pro forma cash position of approximately $737
million as of December 31, 2024, provides runway into 2027, beyond expected multiple clinical readouts for highly differentiated
late-stage portfolio
Alumis and ACELYRIN stockholders to own ~55%
and ~45%, respectively, of combined company on a fully diluted basis
Combined company will operate under Alumis name
with current Alumis executive team
Conference call to be held today, February 6,
SAN FRANCISCO, Calif. and LOS ANGELES, Calif. - February 6, 2025 - Alumis Inc. (Nasdaq: ALMS), a clinical-stage
biopharmaceutical company developing therapies using a precision approach to optimize clinical outcomes and significantly improve the
lives of patients with immune-mediated diseases, and ACELYRIN, INC. (Nasdaq: SLRN), a late-stage clinical biopharma company focused
on accelerating the development and delivery of transformative medicines in immunology, today announced a definitive merger agreement
under which Alumis and ACELYRIN will merge in an all-stock transaction.
Martin Babler, President, Chief Executive
Officer and Chairman of Alumis, said, "Through this combination with ACELYRIN, Alumis will have the financial flexibility and runway
to advance an expanded late-stage pipeline, now including lonigutamab, and build commercial capabilities. Since completing our IPO, Alumis
has operated with speed and rigor, and the multiple development milestones expected in 2025 and 2026, coupled with potential additional
indications for ESK-001, represent exciting breakthroughs for our patients and value-driving opportunities for the combined company's
stockholders. As we move forward together, we will maintain financial discipline and a flexible capital allocation strategy with the goal
of maximizing the value of our highly differentiated portfolio."
Bruce Cozadd, Chair of the ACELYRIN Board of Directors and member of
the Board Transaction Committee said, "This merger represents the culmination of a thorough strategic review process by our Board
and management team to determine the best and most value-maximizing path forward for ACELYRIN. We are confident that Alumis is the right
partner to optimize the development of lonigutamab and together deliver long-term stockholder value."
"We are pleased to join with Alumis and further advance our mission
of developing and delivering transformative medicines in immunology," said Mina Kim, Chief Executive Officer of ACELYRIN. "This
merger brings together two complementary organizations and pipelines, enabling the company to leverage the benefits of combined development
and commercial expertise, as well as catalyst diversification, to achieve even more together. I am deeply grateful to the entire ACELYRIN
team, whose efforts have made today's milestone possible, and am excited that Alumis shares our mission of providing patients with
life-changing new treatment options."
Alumis and ACELYRIN had cash, cash equivalents
and marketable securities of approximately $289 million and approximately $448 million, respectively, on a preliminary basis, as of December 31,
2024. With a pro forma cash position of approximately $737 million as of December 31, 2024, and continued operating discipline, Alumis
expects that this cash position provides runway to advance the combined company's pipeline through multiple planned key data readouts
across several clinical trials and to fund operating expenses and capital expenditure requirements into 2027.
company will benefit from a differentiated late-stage portfolio of therapies and increased resources enabling the development of
life-changing medicines. Together, the combined company will leverage its track record of R&D success, along with its proprietary
data and analytics platform, which utilizes key genetic and translational insights to optimize outcomes to patients.
Under the terms of the agreement, ACELYRIN stockholders
will receive 0.4274 shares of Alumis common stock for each share of ACELYRIN common stock owned. Upon the close of
the transaction, Alumis stockholders will own approximately 55% of the combined company and ACELYRIN stockholders will
own approximately 45% of the combined company, on a fully diluted basis.
The transaction was unanimously recommended
and approved by the disinterested directors of each company's Board.
Headquarters and Leadership
Following close, the combined company will
be led by the current Alumis executive team and will comprise a deep bench of talented professionals and medical experts that have successfully
advanced multiple programs through clinicals trials to commercialization. This will include key members of ACELYRIN's team who will
ensure continuity and optimization of the lonigutamab development plan. The combined company's Board will expand to nine directors,
including two additional directors from ACELYRIN's Board.
The combined company will operate under the Alumis name with its corporate
headquarters remaining in South San Francisco.
Timing and Approvals
The transaction is expected to close in the
second quarter of 2025, subject to approval by the stockholders of both companies and satisfaction of other customary closing conditions.
Stockholders representing approximately 62%
of Alumis voting common stock and approximately 24% of ACELYRIN common
stock have entered into voting agreements in support of the transaction.
Conference Call and Webcast
ACELYRIN will host a joint conference call and webcast today at 5:00 p.m. E.T. to discuss the transaction. The webcast will be available
live via the link here. For participants who would like to ask a question during the
Q&A portion of the call, register for the conference call here to obtain a dial-in number and passcode.
The webcast link and associated presentation materials will be available
on the investor relations section of each company's website.
Morgan Stanley & Co. LLC is serving
as financial advisor to Alumis, and Cooley LLP is serving as its legal counsel. Guggenheim Securities, LLC is serving as financial
advisor to ACELYRIN and Fenwick & West LLP is serving as its legal counsel.
Alumis is a clinical-stage biopharmaceutical
company developing oral therapies using a precision approach to optimize clinical outcomes and significantly improve the lives of patients
with immune-mediated diseases. Leveraging its proprietary precision data analytics platform, Alumis is building a pipeline of molecules
with the potential to address a broad range of immune-mediated diseases as monotherapy or combination therapies. Alumis' most advanced
product candidate, ESK-001, is an oral, highly selective, small molecule, allosteric inhibitor of tyrosine kinase 2 that is currently
being evaluated for the treatment of patients with moderate-to-severe plaque psoriasis and systemic lupus erythematosus. Alumis is also
developing A-005, a CNS-penetrant, allosteric TYK2 inhibitor for the treatment of neuroinflammatory and neurodegenerative diseases. Beyond
TYK2, Alumis' proprietary precision data analytics platform and drug discovery expertise have led to the identification of additional
preclinical programs that exemplify its precision approach. Incubated by Foresite Labs and led by a team of industry veterans experienced
in small-molecule compound drug development for immune-mediated diseases, Alumis is pioneering a precision approach to drug development
to potentially produce the next generation of treatment to address immune dysfunction.
ACELYRIN, INC. (Nasdaq: SLRN) is focused on providing patients
life-changing new treatment options by identifying, acquiring, and accelerating the development and commercialization of transformative
medicines. ACELYRIN's lead program, lonigutamab, is a subcutaneously delivered monoclonal antibody targeting IGF-1R being investigated
for the treatment of thyroid eye disease.
Financial Disclaimer
Alumis' and ACELYRIN's audited
consolidated financial statements for the year ended December 31, 2024 are not yet available. Accordingly, the information presented
herein regarding cash, cash equivalents and marketable securities as of December 31, 2024, reflects each of Alumis' and ACELYRIN's
preliminary financial data, subject to the completion of Alumis' and ACELYRIN's financial closing procedures and any adjustments
that may result from the completion of the review and audit of Alumis' and ACELYRIN's consolidated financial statements for
the year ended December 31, 2024, respectively. Actual financial results that will be reflected in each of Alumis' and ACELYRIN's
Annual Reports on Form 10-K for the year ended December 31, 2024, when they are completed and publicly disclosed may differ
from the preliminary results presented here.
Forward-Looking Statements