Merger Agreement Details - The merger agreement is dated February 6, 2025, between Alumis Inc., Arrow Merger Sub, Inc., and ACELYRIN, Inc.[7] - The merger will result in the cancellation of each outstanding share of common stock of ACELYRIN, with shareholders entitled to receive the merger consideration[9] - The merger is intended to qualify as a "reorganization" for U.S. federal income tax purposes under Section 368(a) of the Code[10] - The closing of the merger will occur on the third business day after the last conditions are satisfied or waived[13] - The effective time of the merger will be when the Certificate of Merger is filed with the Secretary of State of Delaware[15] - The certificate of incorporation of ACELYRIN will be amended and restated to become the certificate of incorporation of the surviving corporation[16] - The bylaws of ACELYRIN will be amended to conform to the bylaws of Arrow Merger Sub[17] - The directors of Arrow Merger Sub will become the directors of the surviving corporation after the merger[18] - The officers of Arrow Merger Sub will serve as the officers of the surviving corporation post-merger[19] - The merger is deemed advisable and in the best interests of both companies and their stockholders as per the resolutions adopted by their respective boards[9] Share Conversion and Options - Each share of the Company will be converted into the right to receive 0.4274 shares of Parent Common Stock as part of the Merger Consideration[21] - All shares, except Excluded Shares, will cease to exist and will be cancelled without payment of any consideration[22] - Each Company Option with an exercise price of 18.00 will be cancelled without payment[36] - Each unvested Company RSU will be converted into a restricted stock unit award with respect to shares of Parent Common Stock, maintaining the same terms and conditions[37] Exchange and Claims - The Exchange Agent will handle the exchange of shares and will issue cash in lieu of fractional shares, with no interest paid on any amounts[26] - Any portion of the Exchange Fund that remains unclaimed for 180 days after the Effective Time will be delivered to Parent[31] - The Merger Consideration will be adjusted to prevent dilution in case of changes in the number of shares or securities prior to the Effective Time[34] - Holders of Uncertificated Shares will not need to deliver a Certificate to receive the Merger Consideration[33] - The Exchange Agent will aggregate fractional shares and sell them in the open market, providing cash to holders instead of issuing fractional shares[29] - Any lost, stolen, or destroyed Certificates can be replaced upon the making of an affidavit and possibly posting a bond[32] Company Financials and Compliance - At the close of business on January 31, 2025, 100,702,249 Shares were issued and outstanding, with no shares of Company Preferred Stock issued[55] - 21,461,518 Shares were reserved for issuance pursuant to the Company Stock Plans, including 13,644,034 Shares for outstanding Company Options, 3,142,891 Shares for outstanding Company RSUs, and 640,746 Shares for outstanding Company PSUs[55] - 1,675,454 Shares were reserved for issuance pursuant to the Company ESPP[55] - The Company will terminate the Company ESPP immediately prior to the Effective Time[42] - Converted Performance RSUs will vest in three equal installments on May 15 of calendar years 2025, 2026, and 2027, subject to the holder remaining in service[39] - Parent will prepare and file a Form S-8 with the SEC to register shares of Parent Common Stock necessary to fulfill obligations under the Company Equity Awards[41] - No appraisal rights shall be available to holders of Shares in connection with the Merger[44] - The Company has filed all required SEC documents since May 9, 2023, ensuring compliance with SOX and the Exchange Act[67] - The consolidated financial statements included in the SEC documents fairly present the Company's financial position and results of operations[68] - The Company maintains a system of internal control over financial reporting to ensure compliance with GAAP[71] Legal and Regulatory Compliance - The Company is in compliance with all applicable laws and permits, with no significant legal proceedings pending[81] - The Company has no outstanding liabilities that would reasonably be expected to have a material adverse effect[80] - The Company is not a party to any unfiled material contracts that are required to be disclosed[82] - The Company has contracts requiring cash payments exceeding 500,000[83] - The Company has contracts that materially restrict its ability to compete in any business or geographical area[84] - The Company has legal proceedings involving payments exceeding $500,000[85] - The Company has no material breaches or defaults under any Company Material Contracts[88] - All Company Plans are in compliance with applicable laws and have been operated in accordance with their terms[91] - The Company has made all required contributions and payments for each Company Plan[93] Employment and Labor Compliance - The Company has provided a complete list of current employees, including compensation and employment status[102] - All employees are employed on an at-will basis, with no guaranteed continued employment[103] - The Company has been in compliance with all applicable labor and employment laws since January 1, 2022, with no legal proceedings related to labor matters reported[104] - The Company has not engaged in any mass layoffs or employment actions requiring advance notice under the WARN Act in the past 90 days[107] - The Company has not been involved in any collective bargaining agreements with labor unions, and there are no ongoing labor disputes[106] Intellectual Property and Privacy Compliance - The Company owns all material intellectual property rights free of liens, and has valid agreements in place to protect its trade secrets and confidential information[127] - No claims of discrimination or harassment have been made against senior directors or above, and no investigations or settlements have occurred regarding such claims[108] - The Company has maintained compliance with environmental laws and holds all necessary permits and licenses[109] - The Company has not received any written claims alleging infringement of third-party intellectual property rights since January 1, 2022[130] - The Company and its Subsidiaries have complied with all applicable Privacy Laws and Company Privacy Requirements since January 1, 2022, without any material adverse effect[135] - The Company has implemented appropriate measures to protect Personal Information and has not experienced any Security Incidents requiring notification since January 1, 2022[136] - Since January 1, 2022, the Company has not received any communications alleging material violations of applicable Company Privacy Requirements[137] - The Company and its Subsidiaries hold all necessary permits and licenses required to conduct their business, which are in full force and effect[138] - The Company has been in compliance with all Healthcare Laws and has not received any notices of noncompliance from Governmental Entities since January 1, 2022[141] - The Company has not been subject to any investigations or enforcement actions by the FDA or other Governmental Entities regarding material facts or compliance issues[142] - The Company has conducted all studies and trials in accordance with applicable laws and has not received any notices requiring termination or modification of such trials since January 1, 2022[143] - The Company maintains valid insurance policies that are in full force and effect, with no claims pending that have been denied or disputed by insurers[147] - The Company has not engaged in any actions that would violate Anti-Corruption and Anti-Bribery Laws since January 1, 2022[146] Parent Company Financials and Compliance - As of January 31, 2025, 47,222,419 shares of Parent Common Stock were issued and outstanding, with 7,184,908 shares of Parent Non-Voting Common Stock also issued and outstanding[161] - No shares of Parent Preferred Stock were issued and outstanding as of January 31, 2025[161] - 1,194,073 shares of Parent Common Stock were reserved for the 2024 Employee Stock Purchase Plan, and 19,072,671 shares were reserved for Parent Stock Plans, including 9,525,649 shares for outstanding Parent Stock Options[161] - Parent has filed all required SEC documents since July 1, 2024, ensuring compliance with SOX and the Exchange Act[175] - Each consolidated financial statement included in the Parent SEC Documents fairly presented the consolidated financial position of Parent and its subsidiaries[176] - Parent maintains a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the preparation of financial statements in conformity with GAAP[179] - Parent is in compliance with applicable Nasdaq listing and corporate governance rules[180] - The Parent Special Committee has determined that the merger agreement is advisable and in the best interests of Parent and its stockholders[168] - No shares of capital stock or voting securities of Parent were issued or reserved for issuance other than those mentioned above[165] - Parent has no outstanding obligations to repurchase or redeem any shares of capital stock or voting securities[165] - Parent has maintained disclosure controls and procedures since July 1, 2024, ensuring timely and accurate reporting of financial and non-financial information[181] - There have been no material adverse effects on Parent or its subsidiaries since the date of the Parent Balance Sheet[183] - Parent's business has been conducted in the ordinary course consistent with past practices since the date of the Parent Balance Sheet[185] - No legal proceedings have been pending or threatened against Parent or its subsidiaries that would result in material liabilities[186] - Parent has no liabilities or obligations that would reasonably be expected to have a material adverse effect, except as reflected in the consolidated unaudited balance sheet as of September 30, 2024[187] - Parent and its subsidiaries are in compliance with all applicable laws and permits, with no significant legal challenges reported since January 1, 2022[188] - Parent is not a party to any material contracts that have not been filed as required under the Securities Act[190] - Parent has no pending or threatened legal proceedings related to its employee plans or labor matters[199] - Parent has complied with all labor and employment laws since January 1, 2022, with no significant legal proceedings reported[199]
Alumis Inc.(ALMS) - 2024 Q4 - Annual Results