8-K
filed May 21, 2025, 7:59 PM ET
CIK 0001962918
M&A
confidence high
sentiment neutral
materiality 1.00
ACELYRIN, Inc.: M&A transaction — ACELYRIN completes merger with Alumis, becomes wholly owned subsidiary; stock to be delisted
ACELYRIN, Inc.
- Merger effective May 21, 2025; each SLRN share converted into 0.4814 shares of Alumis common stock.
- ACELYRIN requests Nasdaq delisting and intends to deregister shares under Exchange Act.
- All ACELYRIN directors and executive officers resigned; replaced by Merger Sub's directors and officers.
- Certificate of incorporation and bylaws amended and restated to those of Merger Sub.
- Outstanding equity awards converted to Alumis awards; options with exercise price >$18.00 cancelled.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Henry O. Gosebruch departed as Director at ACELYRIN, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Alan Colowick, M.D., M.P.H., Patrick Machado, J.D., Beth Seidenberg, M.D., Bruce C. Cozadd, Dan Becker, M.D., Ph.D., Dawn Svoronos, Lynn Tetrault, J.D., Mina Kim and Henry O. Gosebruch ceased serving as a member of the board of directors of ACELYRIN and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce C. Cozadd departed as Director at ACELYRIN, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Alan Colowick, M.D., M.P.H., Patrick Machado, J.D., Beth Seidenberg, M.D., Bruce C. Cozadd, Dan Becker, M.D., Ph.D., Dawn Svoronos, Lynn Tetrault, J.D., Mina Kim and Henry O. Gosebruch ceased serving as a member of the board of directors of ACELYRIN and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Patrick Machado, J.D. departed as Director at ACELYRIN, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Alan Colowick, M.D., M.P.H., Patrick Machado, J.D., Beth Seidenberg, M.D., Bruce C. Cozadd, Dan Becker, M.D., Ph.D., Dawn Svoronos, Lynn Tetrault, J.D., Mina Kim and Henry O. Gosebruch ceased serving as a member of the board of directors of ACELYRIN and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dan Becker, M.D., Ph.D. departed as Director at ACELYRIN, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Alan Colowick, M.D., M.P.H., Patrick Machado, J.D., Beth Seidenberg, M.D., Bruce C. Cozadd, Dan Becker, M.D., Ph.D., Dawn Svoronos, Lynn Tetrault, J.D., Mina Kim and Henry O. Gosebruch ceased serving as a member of the board of directors of ACELYRIN and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lynn Tetrault, J.D. departed as Director at ACELYRIN, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Alan Colowick, M.D., M.P.H., Patrick Machado, J.D., Beth Seidenberg, M.D., Bruce C. Cozadd, Dan Becker, M.D., Ph.D., Dawn Svoronos, Lynn Tetrault, J.D., Mina Kim and Henry O. Gosebruch ceased serving as a member of the board of directors of ACELYRIN and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Beth Seidenberg, M.D. departed as Director at ACELYRIN, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Alan Colowick, M.D., M.P.H., Patrick Machado, J.D., Beth Seidenberg, M.D., Bruce C. Cozadd, Dan Becker, M.D., Ph.D., Dawn Svoronos, Lynn Tetrault, J.D., Mina Kim and Henry O. Gosebruch ceased serving as a member of the board of directors of ACELYRIN and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alan Colowick, M.D., M.P.H. departed as Director at ACELYRIN, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Alan Colowick, M.D., M.P.H., Patrick Machado, J.D., Beth Seidenberg, M.D., Bruce C. Cozadd, Dan Becker, M.D., Ph.D., Dawn Svoronos, Lynn Tetrault, J.D., Mina Kim and Henry O. Gosebruch ceased serving as a member of the board of directors of ACELYRIN and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mina Kim departed as Director at ACELYRIN, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Alan Colowick, M.D., M.P.H., Patrick Machado, J.D., Beth Seidenberg, M.D., Bruce C. Cozadd, Dan Becker, M.D., Ph.D., Dawn Svoronos, Lynn Tetrault, J.D., Mina Kim and Henry O. Gosebruch ceased serving as a member of the board of directors of ACELYRIN and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dawn Svoronos departed as Director at ACELYRIN, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Alan Colowick, M.D., M.P.H., Patrick Machado, J.D., Beth Seidenberg, M.D., Bruce C. Cozadd, Dan Becker, M.D., Ph.D., Dawn Svoronos, Lynn Tetrault, J.D., Mina Kim and Henry O. Gosebruch ceased serving as a member of the board of directors of ACELYRIN and each committee thereof.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ACELYRIN, Inc.: Bylaws amended and restated in connection with merger, to read as Merger Sub's bylaws.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation and bylaws of ACELYRIN were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Merger Sub in effect immediately prior to the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ACELYRIN, Inc.: Certificate of incorporation amended and restated in connection with merger, to read as Merger Sub's certificate of incorporation.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation and bylaws of ACELYRIN were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Merger Sub in effect immediately prior to the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ACELYRIN, Inc. underwent a change of control involving Alumis Inc. for 0.4814 shares of Alumis Common Stock per share of ACELYRIN Common Stock (closed 2025-05-21).
- Action
- change of control
- Counterparty
- Alumis Inc.
- Consideration
- 0.4814 shares of Alumis Common Stock per share of ACELYRIN Common Stock
- Closing
- 2025-05-21
Exact text from the filing
April 21, 2025, ACELYRIN, Inc., a Delaware corporation (“ ACELYRIN ”), entered into an Agreement and Plan of Merger, dated as of February 6, 2025, which was subsequently amended on April 20, 2025 (as amended, the “ Merger Agreement ”), by and among ACELYRIN, Alumis Inc., a Delaware corporation (“ Alumis ”), and Arrow Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Alumis (“ Merger Sub ”).
View on SEC.gov
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