Offering Details - Alumis Inc. proposes to issue and sell 17,650,000 shares of its voting common stock, with an additional option for underwriters to purchase up to 2,647,500 additional shares[5]. - The shares have a par value of $0.0001 per share, and the total number of shares outstanding after the offering will be adjusted accordingly[5]. - The Company agrees to sell Firm Shares at a Purchase Price of $15.98 per share[50]. - Underwriters have the right to purchase up to 2,647,500 Additional Shares at the same Purchase Price[51]. - The public offering price for the Shares is set at $17.00 per share, with a concession not exceeding $0.612 per share for certain dealers[52]. - The total number of Firm Shares purchased amounts to 17,650,000 shares[106]. - The total number of shares involved in the offering is 17,650,000, with a total value of approximately $299.05 million[108]. Regulatory Compliance - The company has filed a shelf registration statement with the SEC, which includes a preliminary prospectus related to the shares[6]. - The registration statement has become effective, and there are no pending proceedings that would suspend its effectiveness[9]. - The company confirms that there has been no material adverse change in its financial condition or operations since the last prospectus[16]. - Alumis Inc. is in compliance with all applicable laws and regulations, including environmental laws, and has received all necessary permits[20]. - There are no legal proceedings pending that would materially affect the company or its subsidiaries[17]. - The company has not taken any actions that would violate anti-corruption laws[23]. - The Company and its subsidiaries have conducted operations in compliance with all applicable anti-money laundering laws and regulations[24]. - The Company and its subsidiaries possess all necessary regulatory authorizations to conduct their business, with no significant compliance issues reported[46]. - All clinical studies and trials conducted by the Company are in compliance with applicable Health Care Laws and Regulatory Authorizations, with accurate reporting of results[47]. Financial Statements and Accounting - The Company has maintained compliance with all applicable accounting requirements of the Securities Act, presenting a fair consolidated financial position as of the dates shown[40]. - PricewaterhouseCoopers LLP has certified the Company's financial statements, ensuring they meet the standards set by the Securities Act and the Public Company Accounting Oversight Board[41]. - The Company has filed all required tax returns and paid all necessary taxes, with no adverse tax deficiencies expected to have a material adverse effect[44]. Corporate Governance and Indemnification - The Company agrees to indemnify Underwriters against losses arising from untrue statements or omissions in the Registration Statement or related documents[82]. - Each Underwriter agrees to indemnify the Company for losses related to information they provided for the Registration Statement[83]. - The Company will cover legal expenses for indemnified parties in proceedings related to the Agreement, with certain conditions[84]. - The Company and Underwriters agree on contribution terms for indemnification based on relative benefits received from the offering of Shares[85]. - The indemnified party's expenses related to losses, claims, damages, and liabilities include legal costs incurred during investigations[86]. Lock-Up and Restrictions - The Company is subject to a 60-day lock-up period following the public offering[113]. - The lock-up agreement restricts the undersigned from selling or transferring shares during the Restricted Period without prior written consent[113]. - The undersigned agrees not to make any demand for registration of shares during the Restricted Period[116]. - The Company and Underwriters are relying on the lock-up agreement for the successful completion of the Public Offering[119]. - The undersigned acknowledges that the agreement is irrevocable and binding on heirs and successors[119]. Miscellaneous Provisions - The obligations of the Underwriters to purchase Shares are contingent upon the effectiveness of the Registration Statement[56]. - The Company must provide a comfort letter from independent public accountants, PricewaterhouseCoopers LLP, regarding financial statements[64]. - Lock-up agreements with officers and directors must be in effect on the Closing Date[65]. - The Company is required to amend or supplement the Time of Sale Prospectus if necessary to avoid misleading statements[72]. - The Company will endeavor to qualify the Shares for sale under applicable securities laws as requested by the Underwriters[74]. - The Company will make an earnings statement available covering a period of at least twelve months after the first fiscal quarter following the date of the Agreement[75]. - The Company will incur expenses related to the registration and delivery of Shares, including legal and accounting fees, not exceeding $35,000 for certain counsel fees[76]. - The Company will notify the Representatives if it ceases to be an Emerging Growth Company prior to the completion of the distribution of the Shares[77]. - The Company will not publicly disclose intentions to offer or sell shares during the 60-day Restricted Period without prior written consent from the Underwriters[79]. - The Company may issue shares in connection with mergers or acquisitions, provided that the total does not exceed 10% of the outstanding share capital after the issuance of the Shares[80]. - The Agreement remains effective regardless of termination or investigations by Underwriters or the Company[87]. - Underwriters may terminate the Agreement if trading is suspended or materially limited on relevant exchanges[88]. - If any Underwriter defaults on purchasing Shares, non-defaulting Underwriters are obligated to cover the shortfall up to one-tenth of the total Shares[90]. - The Company will reimburse Underwriters for out-of-pocket expenses if the Agreement is terminated due to the Company's failure to comply[91]. - The Agreement represents the entire understanding between the Company and Underwriters regarding the offering of Shares[92]. - The Company acknowledges that Underwriters act at arm's length and owe no fiduciary duties beyond those specified in the Agreement[93]. - The Agreement is governed by the internal laws of the State of New York[98]. - All communications regarding the Agreement must be in writing and delivered to specified addresses[99].
Alumis Inc.(ALMS) - 2025 Q4 - Annual Results