Core Viewpoint - The merger between ACELYRIN, INC. and Alumis Inc. aims to create a leading clinical-stage biopharma company focused on immune-mediated diseases, enhancing long-term value for stockholders through a diversified late-stage portfolio and strong financial position [1][2]. Company Overview - Alumis is a clinical-stage biopharmaceutical company developing oral therapies for immune-mediated diseases, with a focus on precision approaches to optimize clinical outcomes [7]. - ACELYRIN is dedicated to providing transformative medicines, with its lead program, lonigutamab, targeting thyroid eye disease [8]. Financial Position - As of December 31, 2024, Alumis had approximately $289 million and ACELYRIN had approximately $448 million in cash, cash equivalents, and marketable securities, leading to a pro forma cash position of approximately $737 million for the combined company [6]. - The combined company expects to have sufficient financial resources to support its pipeline and operational needs into 2027 [6]. Pipeline and Development - The merger will result in a diversified portfolio of late-stage clinical assets targeting large markets, including therapies for plaque psoriasis, systemic lupus erythematosus, thyroid eye disease, and multiple sclerosis [6]. - The combined company will benefit from multiple high-value catalysts and a strong management team with a successful track record in developing innovative therapies [2][6]. Transaction Details - The merger is expected to close in the second quarter of 2025, pending stockholder approvals and customary closing conditions [3]. - Alumis plans to file an S-4 registration statement and proxy statement related to the transaction following the completion of fiscal year 2024 audits [4].

Core Viewpoint - ACELYRIN, INC. has determined that the unsolicited interest from Concentra Biosciences is not expected to yield a superior proposal compared to the planned all-stock merger with Alumis Inc, which is believed to maximize long-term value for ACELYRIN stockholders [1][2] Company Overview - ACELYRIN, INC. is a late-stage clinical biopharma company focused on developing transformative medicines in immunology, with its lead program being lonigutamab, a monoclonal antibody targeting IGF-1R for thyroid eye disease treatment [4] Transaction Details - The all-stock transaction with Alumis is expected to close in the second quarter of 2025, pending stockholder approvals and customary closing conditions [2] - ACELYRIN's Board of Directors continues to recommend that stockholders support the merger with Alumis [2] Advisory Information - Guggenheim Securities, LLC is serving as the financial advisor to ACELYRIN, while Fenwick & West LLP and Paul Hastings LLP are providing legal counsel [3]

LOS ANGELES, Feb. 20, 2025 (GLOBE NEWSWIRE) -- ACELYRIN, INC. (Nasdaq: SLRN), a late-stage clinical biopharma company focused on accelerating the development and delivery of transformative medicines in immunology, today confirmed receipt of an unsolicited indication of interest from Concentra Biosciences, LLC, of which Tang Capital Partners, LP is the controlling shareholder, to acquire all of the outstanding shares of ACELYRIN for $3.00 per share in cash, plus a contingent value right that represents the r ...

Group 1 - Monteverde & Associates PC is investigating Acelyrin, Inc. regarding its proposed merger with Alumis Inc. [1] - Under the merger agreement, Acelyrin stockholders will receive 0.4274 shares of Alumis common stock for each share they own, resulting in Acelyrin stockholders owning approximately 45% of the combined company post-transaction [1] Group 2 - Monteverde & Associates PC is recognized as a Top 50 Firm by ISS Securities Class Action Services Report and has recovered millions for shareholders [1] - The firm operates from the Empire State Building in New York City and has a successful track record in trial and appellate courts, including the U.S. Supreme Court [2]

Summary of Conference Call on Alumis and Accelerant Merger Industry and Companies Involved - **Industry**: Biotechnology, specifically focusing on immunology and drug development - **Companies**: Alumis and Accelerant Key Points and Arguments 1. **Merger Announcement**: Alumis is merging with Accelerant, creating a differentiated late-stage portfolio with significant financial strengths [3][5][12] 2. **Transaction Terms**: Accelerant stockholders will receive 0.4274 shares of Alumis stock for each share they own, resulting in approximately 55% ownership for Alumis stockholders and 45% for Accelerant stockholders [4] 3. **Leadership Structure**: The current leadership team of Alumis will remain in place post-merger, and the combined company will operate under the Alumis name [4] 4. **Financial Position**: The pro forma cash position at the end of 2024 is projected to be $737 million, providing a cash runway into 2027 [17] 5. **Pipeline Overview**: Alumis focuses on precision immunology, with a lead program ESSCAR001 targeting psoriasis and lupus, and a second TIC2 inhibitor aimed at multiple sclerosis [6][8] 6. **Clinical Trials**: Ongoing Phase III trials for psoriasis are expected to yield top-line data in the first half of 2026, while Phase IIb data for lupus is anticipated in 2026 [7] 7. **Lonigutumab Development**: The merger adds lonigutumab, an anti-IGF-1R therapy for thyroid eye disease, to the portfolio, which has shown promising data [9][12] 8. **Market Potential**: There is significant unmet need in the thyroid eye disease market, and lonigutumab is expected to offer a differentiated safety profile compared to existing treatments [58] 9. **Capital Efficiency**: Both companies emphasize a commitment to capital efficiency, focusing on high-value opportunities and prudent spending [16][11] 10. **Future Plans**: The combined company will evaluate additional assets for potential acquisition but will prioritize advancing existing programs [45] Other Important Content 1. **Forward-Looking Statements**: The call included forward-looking statements, cautioning investors about potential discrepancies between projected and actual results [2][3] 2. **Enrollment Trends**: There is an expectation that enrollment for clinical trials may be faster than previous trials, although specific enrollment data was not disclosed [27] 3. **Synergies from Merger**: Initial synergies are expected from operational efficiencies rather than development overlaps, as both companies will continue to develop their respective products [62] 4. **Commercial Strategy**: The Chief Commercial Officer has been brought on board to strategize market entry and expansion for thyroid eye disease treatments [59] This summary encapsulates the critical aspects of the conference call regarding the merger between Alumis and Accelerant, highlighting the strategic, financial, and operational implications for both companies in the biotechnology sector.

Exhibit 2.1 STRICTLY CONFIDENTIAL Proposed Execution Version AGREEMENT AND PLAN OF MERGER by and among ALUMIS INC., ARROW MERGER SUB, INC. and ACELYRIN, INC. Dated as of February 6, 2025 TABLE OF CONTENTS | | | Page | | --- | --- | --- | | | ARTICLE I THE MERGER; CLOSING; SURVIVING CORPORATION | 2 | | 1.1 | The Merger | 2 | | 1.2 | Closing | 2 | | 1.3 | Effective Time | 3 | | 1.4 | Certificate of Incorporation | 3 | | 1.5 | Bylaws | 3 | | 1.6 | Directors of the Surviving Corporation | 3 | | 1.7 | Officers o ...

Core Insights - Alumis Inc. and ACELYRIN, INC. have announced a definitive merger agreement in an all-stock transaction, combining their resources and pipelines to enhance their capabilities in developing therapies for immune-mediated diseases [2][3] Financial Position - As of December 31, 2024, Alumis and ACELYRIN had cash, cash equivalents, and marketable securities of approximately $289 million and $448 million respectively, leading to a pro forma cash position of approximately $737 million, which is expected to provide runway into 2027 [3][4] Pipeline Development - The combined company will focus on advancing a differentiated late-stage portfolio, including Alumis' ESK-001 and ACELYRIN's lonigutamab, with multiple clinical readouts expected in 2025 and 2026 [3][4][11] - ESK-001 is currently in Phase 3 ONWARD trials for moderate-to-severe plaque psoriasis, with topline data expected in the first half of 2026, and Phase 2b LUMUS trial data for systemic lupus erythematosus anticipated in 2026 [11] Merger Details - Under the merger agreement, ACELYRIN stockholders will receive 0.4274 shares of Alumis common stock for each share of ACELYRIN common stock owned, resulting in Alumis stockholders owning approximately 55% and ACELYRIN stockholders owning approximately 45% of the combined company on a fully diluted basis [7][10] - The transaction is expected to close in the second quarter of 2025, pending stockholder approvals and customary closing conditions [10] Leadership and Structure - The combined company will operate under the Alumis name, led by the current Alumis executive team, with key members from ACELYRIN's team ensuring continuity in the development of lonigutamab [8][9] Strategic Goals - The merger aims to optimize the development of lonigutamab and leverage combined development and commercial expertise to enhance long-term stockholder value [3][6]

Totality of data observed with subcutaneous lonigutamab in Thyroid Eye Disease (TED) patients demonstrate potential for efficacy in line with standard of care and a more favorable safety profile Conducted positive end of Phase 2 FDA meeting; Phase 3 program expected to be initiated in Q1 2025 Topline Phase 3 data expected in second half of 2026; cash runway expected through mid-2027 Conference call to review unmet need in TED, new Phase 2 data and Phase 3 program design to be held today, January 6, 2025, at ...

Core Viewpoint - ACELYRIN, INC. is hosting a virtual investor event on January 6, 2025, to present updated Phase 2 data for lonigutamab, which shows promise for treating Thyroid Eye Disease (TED) with a potential best-in-class efficacy and safety profile [1] Company Overview - ACELYRIN, INC. is a late-stage clinical biopharma company focused on developing transformative medicines in immunology [1][11] - The company's lead program, lonigutamab, is a subcutaneously delivered monoclonal antibody targeting the IGF-1 receptor, currently being investigated for TED [11] Upcoming Event Details - The virtual investor event will feature presentations from ACELYRIN's CEO, CMO, and CCO, along with external clinician perspectives on TED [2] - A live Q&A session will follow the presentations, and a recording will be available on the company's website for approximately 30 days [2] Thyroid Eye Disease (TED) Insights - TED is a vision-threatening autoimmune disease affecting over 100,000 people in the U.S., characterized by inflammation and expansion of tissues behind the eye, leading to symptoms like proptosis and diplopia [8] Lonigutamab Characteristics - Lonigutamab is a humanized IgG1 monoclonal antibody that binds to the IGF-1 receptor, showing more potency in preclinical assays compared to standard care [9][10] - The subcutaneous delivery method allows for longer-term and convenient dosing, potentially improving clinical response durability [10]

Financial Data and Key Metrics Changes - The company ended Q3 2024 with $562.4 million in cash, a strong financial position [24] - Research and development expenses decreased to $31.6 million from $74.6 million in Q3 2023, primarily due to reduced clinical development activity [24] - General and administrative expenses were $12.3 million compared to $19.9 million in the same period last year, attributed to lower stock-based compensation [24] - The year-end cash guidance was updated to $435 million to $450 million, reflecting the resolution of manufacturing commitments [27] Business Line Data and Key Metrics Changes - The focus has shifted to developing lonigutamab for thyroid eye disease (TED), with positive proof-of-concept data shared earlier this year [5][7] - The company is in late-stage development for lonigutamab, with an adaptive Phase 2 trial ongoing to establish optimal dosing [10] - The Phase 2b/3 trial of izokibep in noninfectious non-anterior uveitis is expected to announce top-line results in December [13] Market Data and Key Metrics Changes - TED affects over 100,000 people in the U.S., indicating a significant market opportunity for lonigutamab [6] - The uveitis market has a high unmet need, with only corticosteroids and adalimumab as approved treatment options [17] - The company is considering uveitis as a potential orphan indication, which could change the market dynamics significantly [14] Company Strategy and Development Direction - The company has reprioritized its pipeline to focus on lonigutamab and izokibep, aiming for a differentiated approach in their development [5][12] - A Scientific and Patient Advisory Board has been established to provide strategic input as the company advances lonigutamab into Phase 3 development [13] - The company is exploring selective pipeline expansion in 2025, contingent on upcoming data [29] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to start the Phase 3 program for lonigutamab in Q1 2025, following FDA alignment on dosing strategy [10] - The response from the physician and patient communities regarding lonigutamab has been positive, indicating a strong need for better treatment options [11] - The company is committed to disciplined capital allocation and maintaining a strong financial position to achieve clinical goals through 2027 [31] Other Important Information - The company has resolved outstanding manufacturing commitments for izokibep, transforming a significant contractual liability into a manageable expense [25] - An ATM facility has been established to provide future capital flexibility [30] Q&A Session Summary Question: What data did the FDA see during the end of Phase 2 meeting for lonigutamab? - The FDA reviewed data from the first three cohorts, which included doses from 25 mg to 100 mg, and the totality of this data informed the dosing decision for Phase 3 [36] Question: What gives confidence that efficacy in uveitis is Cmax driven? - The company has conducted significant work to understand the exposure that is commensurate with secukinumab, indicating that izokibep can penetrate the blood-retinal barrier effectively [42] Question: What would the capital commitment look like for the Phase 3 study in uveitis? - Specific estimates around the uveitis study will not be provided until data is available, but there is significant flexibility within the current runway to further develop uveitis if warranted [45] Question: Is the bar for success in uveitis really better than Humira? - Yes, the company considers adalimumab as the primary reference point and aims for a superior clinical profile compared to it [50] Question: How will biologically experienced patients impact the study results? - The study will stratify for biologically experienced patients to ensure equal representation in drug and placebo groups, allowing for a comprehensive understanding of the treatment's impact [70]