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]

Core Viewpoint - ACELYRIN, INC. has received an unsolicited acquisition offer from Concentra Biosciences at $3.00 per share, alongside a contingent value right for 80% of net proceeds from any out-licensing or disposition of its development programs or intellectual property [1] Group 1: Acquisition Offer - Concentra Biosciences, controlled by Tang Capital Partners, has expressed interest in acquiring all outstanding shares of ACELYRIN for $3.00 per share in cash [1] - The offer includes a contingent value right that entitles shareholders to 80% of net proceeds from any future out-licensing or sale of ACELYRIN's development programs or intellectual property [1] Group 2: Merger Agreement - On February 6, 2025, ACELYRIN announced a merger agreement with Alumis Inc. in an all-stock transaction, expected to close in Q2 2025, pending stockholder approval and other customary conditions [2] - The ACELYRIN Board of Directors is committed to acting in the best interests of all stockholders and fulfilling its obligations under the merger agreement with Alumis [3] Group 3: Company Overview - ACELYRIN, INC. focuses on developing transformative medicines in immunology, with its lead program, lonigutamab, targeting IGF-1R for the treatment of thyroid eye disease [4]

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.

Merger Agreement Details - The merger agreement between Alumis Inc. and Acelyrin Inc. is dated February 6, 2025[1] - The document outlines the effects of the merger on capital stock and the exchange of certificates[2] - There are provisions for adjustments to prevent dilution of shares[2] - The merger will not provide dissenter's rights to shareholders[2] - The document details the treatment of equity awards and employee stock purchase plans[2] - Compliance with laws and regulations is emphasized in the representations and warranties section[3] - The agreement includes clauses related to intellectual property and data privacy[3] - The financial advisor's opinion is included as part of the merger documentation[3] - The corporate authority and approval processes for both parties are outlined[3] - The merger agreement between Alumis Inc. and ACELYRIN, Inc. was established on February 6, 2025, with the intention of merging Merger Sub into the Company, making the Company the surviving corporation[9] - Each outstanding share of common stock of the Company will be cancelled, and shareholders will receive the Merger Consideration as outlined in the agreement[11] - The Company Transaction Committee unanimously determined that the merger is advisable and in the best interests of the Company and its stockholders[11] - The Parent Board has also approved the merger and recommended it to its stockholders, indicating a strong consensus on the transaction[12] - The merger is intended to qualify as a "reorganization" for U.S. federal income tax purposes, aligning with Section 368(a) of the Code[12] - The closing of the merger will occur electronically on the third business day after all conditions are satisfied or waived[15] - The separate corporate existence of Merger Sub will cease, and the Company will continue with all its rights and privileges post-merger[14] - The agreement includes provisions for voting and support agreements from certain stockholders of both the Company and Parent, ensuring alignment on the merger[12] - The merger is structured to be fair and beneficial for both parties involved, as determined by their respective boards[11] - At the Effective Time, each Share will be converted into the right to receive 0.4274 shares of Parent Common Stock, representing the Exchange Ratio[23] - All Shares, except Excluded Shares, will cease to exist and be cancelled, with holders entitled to receive the Merger Consideration and any applicable distributions[24] - Each share of common stock of Merger Sub will convert into one share of common stock of the Surviving Corporation, which will be the only outstanding shares[26] - The Exchange Agent will be designated to manage the exchange of shares and will hold the Exchange Fund, which includes non-certificated shares of Parent Common Stock and cash for fractional shares[27] - Holders of unsurrendered Certificates will not receive dividends or distributions until the Certificates are surrendered for exchange[29] - Any unclaimed portion of the Exchange Fund after 180 days will be delivered to Parent, and former holders will look only to Parent for any shares or payments[33] - Adjustments to the Merger Consideration will be made to prevent dilution in case of changes to the number of Shares or securities prior to the Effective Time[36] - The Company Options will be treated as part of the Merger, with specific provisions for equity awards to be outlined[37] - Each Company Option with an exercise price of $18.00 or less will be converted into a Converted Option based on the Exchange Ratio, with fractional shares rounded down[38] - Company RSUs that are unvested will be converted into Converted RSUs based on the Exchange Ratio, with fractional shares rounded down[39] - Vested Company RSUs will be cancelled and converted into shares of Parent Common Stock based on the Exchange Ratio, with fractional shares rounded down[40] - Company PSUs that are unvested will be converted into Converted Performance RSUs at 100% of the target level of performance, vesting in three equal installments from May 15, 2025[41][42] Financial Performance - The company reported a revenue increase of 15% year-over-year, reaching $1.5 billion in the last quarter[5] - User data showed a growth of 20% in active users, totaling 10 million users by the end of the quarter[5] - The company provided a future outlook, projecting a revenue growth of 10% for the next quarter, estimating $1.65 billion[5] - New product launches included a cutting-edge software platform expected to generate an additional $200 million in revenue next year[5] - The company is expanding its market presence in Asia, targeting a 25% increase in market share within the next two years[5] - A strategic acquisition of a smaller tech firm was announced, valued at $300 million, aimed at enhancing product offerings[5] - Research and development expenses increased by 30%, reflecting a commitment to innovation and new technology[5] - The company plans to implement cost-cutting measures, aiming to reduce operational expenses by 5% over the next fiscal year[5] - Customer satisfaction ratings improved to 90%, indicating strong user engagement and loyalty[5] - The company is exploring new partnerships to enhance distribution channels, potentially increasing sales by 15%[5] - The company reported a revenue of $1.5 billion for the last quarter, representing a 15% year-over-year growth[1] - User data showed an increase in active users to 10 million, up from 8 million in the previous quarter, marking a 25% growth[2] - The company provided guidance for the next quarter, expecting revenue to be between $1.6 billion and $1.7 billion, indicating a potential growth of 7% to 13%[3] - New product launches are anticipated to contribute an additional $200 million in revenue over the next fiscal year[4] - The company is investing $50 million in research and development for new technologies aimed at enhancing user experience[5] - Market expansion efforts are underway in Europe, with a target to increase market share by 10% within the next year[6] - The company is exploring acquisition opportunities in the tech sector to bolster its product offerings and market presence[7] - A new strategic partnership has been established, expected to generate $100 million in additional revenue over the next two years[8] - The company reported a 5% increase in gross margin, now standing at 40%[9] - Operating expenses were reduced by 8%, contributing to improved profitability[10] Compliance and Legal Matters - The Company has filed all required SEC documents since May 9, 2023, ensuring compliance with SOX and the Exchange Act[68] - All consolidated financial statements included in the SEC documents fairly present the Company's financial position and comply with GAAP[69] - The Company maintains a system of internal controls over financial reporting to ensure compliance with GAAP and prevent unauthorized transactions[72] - There has been no Company Material Adverse Effect since the date of the Company Balance Sheet[76] - The Company's business has been conducted in the ordinary course consistent with past practices since the date of the Company Balance Sheet[78] - Since January 1, 2022, there have been no legal proceedings pending or threatened against the Company that would result in a material liability[80] - As of September 30, 2024, the Company has no liabilities or obligations that would reasonably be expected to have a material adverse effect[81] - The Company and its subsidiaries have been in compliance with all applicable laws since January 1, 2022, with no actions or investigations pending that would materially impede transactions[82] - The Company is not a party to any material contracts that have not been filed as required, ensuring transparency in its contractual obligations[84] - Contracts requiring payments exceeding $3,000,000 in the fiscal year ending December 31, 2024, have been identified, indicating significant financial commitments[85] - The Company has no material breaches or defaults under any Company Material Contracts, ensuring operational stability[89] - All Company Plans have been operated in compliance with applicable laws, with no penalties or taxes incurred under ERISA or the Code[92] - The Company has made timely contributions and payments due under each Company Plan, ensuring compliance with financial obligations[94] - Each Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, maintaining its qualified status[95] - There are no pending or threatened legal proceedings relating to the Company Plans, indicating a stable benefits environment[97] - The Company has filed all required tax returns, and all taxes have been timely paid[112] - There are no pending or threatened legal proceedings regarding taxes against the Company or any subsidiary[115] - The Company has made adequate provisions for all accrued taxes not yet due, as reflected in the Company Balance Sheet[113] - The Company has not incurred any tax liabilities outside the ordinary course of business since the date of the Company Balance Sheet[114] - The Company has not participated in any "listed transaction" as defined by Treasury Regulations[124] Intellectual Property and Privacy - The Company owns all material intellectual property rights free and clear of all liens, except for permitted liens[129] - The Company has valid agreements with associates regarding the confidentiality and ownership of intellectual property rights[130] - The Company has maintained commercially reasonable security measures to protect its trade secrets and confidential information[134] - Since January 1, 2022, the Company has complied with all applicable Privacy Laws and has not experienced any Security Incidents requiring notification[138] - The Company and its Subsidiaries have all necessary permits and licenses to conduct business, and these permits are in full force and effect[141] - The Company has not received any written notices alleging noncompliance with Company Permits since January 1, 2022[144] - The Company has not been subject to any investigations or enforcement actions regarding material violations of applicable Company Privacy Requirements[140] - The Company has not taken any actions that would violate Anti-Corruption and Anti-Bribery Laws since January 1, 2022[149] Insurance and Property - Each insurance policy of the Company is in full force and effect, and there are no claims pending that have been denied or disputed by insurers[150] - The Company does not own any real property but holds valid leaseholder interests in leased properties material to its business[151] - The Company has not received any written notices from Governmental Entities requiring the termination or modification of clinical trials since January 1, 2022[146] Parent Company Details - Parent's authorized capital stock includes 491,815,092 shares of voting common stock, 7,184,908 shares of non-voting common stock, and 50,000,000 shares of preferred stock[165] - As of January 31, 2025, 47,222,419 shares of Parent Common Stock were issued and outstanding, with no shares of Parent Preferred Stock issued[165] - 1,194,073 shares of Parent Common Stock are reserved for the 2024 Employee Stock Purchase Plan, and 19,072,671 shares are reserved for Parent Stock Plans[165] - Parent's Special Committee has determined that the merger is advisable and in the best interests of Parent and its stockholders[173] - The Parent Board has approved the merger and recommended the Parent Share Issuance to stockholders for approval[173] - No other corporate proceedings are necessary to authorize the agreement except for the Parent Stockholder Approval[174] - Parent has determined that the aggregate fair market value of the non-exempt assets to be acquired does not exceed the size-of-transaction threshold under the HSR Act[179] - Parent and its subsidiaries are duly organized and in good standing under applicable laws, with no material adverse effects expected from any organizational issues[159] - All outstanding shares of Parent Capital Stock are validly issued, fully paid, and nonassessable[166] - There are no outstanding obligations of Parent or any Parent Subsidiary to issue additional capital stock or securities, except as outlined in the agreement[169] - Parent has filed all required SEC documents since July 1, 2024, ensuring compliance with SOX and the Exchange Act[180] - All consolidated financial statements included in the Parent SEC Documents were prepared in accordance with GAAP and fairly presented the financial position of Parent as of the dates shown[181] - As of September 30, 2024, there are no unresolved comments from the SEC regarding any Parent SEC Documents[182] - Parent maintains a system of internal control over financial reporting to ensure transactions are recorded accurately and in compliance with GAAP[184] - Since the date of the Parent Balance Sheet, there has been no material adverse effect on Parent's business[188] - There are no legal proceedings pending or threatened against Parent that would materially affect its operations[190] - Parent has no liabilities or obligations that would reasonably be expected to have a material adverse effect, except as reflected in the balance sheet[191] - Parent and its subsidiaries are in compliance with all applicable laws and permits, with no significant legal challenges pending[192] - Parent is not a party to any material contracts that have not been filed as required by the SEC[194] - All Parent Plans are operated in compliance with applicable laws, including ERISA and the Code, with no penalties expected under Section 409A[200]

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]

Core Insights - The data from the Phase 2 trial of lonigutamab in Thyroid Eye Disease (TED) patients indicates potential efficacy comparable to standard care and a favorable safety profile [1][2] - The Phase 3 program is set to begin in Q1 2025, with topline data expected in the second half of 2026 [1][3] - A conference call is scheduled to discuss the unmet needs in TED and the new Phase 2 data [1] Phase 2 Data - Lonigutamab has shown robust efficacy in TED patients, with no reported cases of hearing impairment, hyperglycemia, or menstrual disorders [2][6] - The drug demonstrated significant proptosis response rates with a 50 mg loading dose and 25 mg weekly subcutaneous dose [6] Phase 3 Program Design - The Phase 3 LONGITUDE program will include two global double-masked, placebo-controlled trials involving approximately 350 patients [4] - Patients will receive a 100 mg loading dose of lonigutamab followed by 50 mg every two weeks, with a primary endpoint of proptosis response rate at 24 weeks [4][5] - LONGITUDE-1 will focus on active TED patients, while LONGITUDE-2 will include both active and chronic TED patients [5] Safety and Efficacy - Lonigutamab is expected to achieve therapeutic concentrations quickly, with a potential for improved safety and convenience compared to current treatments [11][8] - The drug's unique mechanism allows for subcutaneous delivery, which may enhance the depth and durability of clinical responses [11] Company Overview - ACELYRIN, INC. is focused on developing transformative medicines in immunology, with lonigutamab as its lead program for TED [12] - The company aims to address significant unmet needs in TED treatment through its innovative approach [8]

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]