Acelyrin (NASDAQ:SLRN) Enters Agreement and Plan of Merger with Alumis Inc.

Acelyrin, Inc. (NASDAQ:SLRN), a Delaware corporation, announced on February 6, 2025, that it has entered into an Agreement and Plan of Merger with Alumis Inc., a Delaware corporation, and Arrow Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Alumis. The Merger Agreement encompasses various matters, with the intention of merging Merger Sub into Acelyrin, with Acelyrin becoming a wholly owned subsidiary of Alumis and the surviving entity of the merger.

The Merger Agreement is structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986. This strategic move stems from recommendations by special committees of both companies’ boards of directors, signaling approval for the merger on the basis of fairness and positive impact for their respective stockholders.

Upon completion of the merger, each share of Acelyrin’s common stock will be converted into the right to receive 0.4274 shares of Alumis Common Stock. Post-merger, Acelyrin’s stockholders are expected to retain about 45% ownership, while Alumis’ stockholders will hold around 55% of the combined company’s outstanding shares of common stock.

The successful consummation of the merger is contingent upon satisfying various closing conditions, including stockholders’ approval, listing authorization on The Nasdaq Stock Market, and the effectiveness of a registration statement to be filed with the Securities and Exchange Commission by Alumis.

Furthermore, in connection with this merger, certain stockholders from both companies have entered into Voting and Support Agreements to ensure smooth progress and voting alignment to move the merger process forward effectively.

Additionally, Acelyrin disclosed preliminary, unaudited data concerning its financial standing as of December 31, 2024, highlighting cash, cash equivalents, and marketable securities totaling approximately $448 million.

With a delay announced in the initiation of its Phase 3 LONGITUDE program for evaluating subcutaneous lonigutamab in thyroid eye disease, Acelyrin aims to reevaluate its development program’s strategy post-merger in a cost-efficient manner.

The agreement, filed within an 8-K SEC Filing, outlines critical actions, conditions, and strategies essential for the successful execution of this transformative merger between Acelyrin and Alumis.

Acelyrin has further provided detailed information and assurances, stated within the agreement and its related filings, regarding the practical implications, specific concentrations, and conditions tied to this significant business arrangement.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Acelyrin’s 8K filing here.

Acelyrin Company Profile

Acelyrin, Inc, a clinical biopharma company, focuses on identifying, acquiring, and accelerating the development and commercialization of transformative medicines. The company's lead product candidate is izokibep, a small protein therapeutic designed to inhibit IL-17A with high potency, which is in Phase 3 clinical trials for use in the treatment of Hidradenitis Suppurativa, Psoriatic Arthritis, and uveitis, as well as in Phase 2 clinical trials for use in the treatment of Axial Spondyloarthritis.