[8-K/A] Alumis Inc. Amends Material Event Report

Rhea-AI Filing Summary

Barclays Bank PLC is offering Global Medium-Term Notes, Series A, maturing 5 August 2030, that are linked to the price performance of the S&P 500® Index (SPX). The notes are unsecured, unsubordinated obligations of the issuer and are subject to the U.K. bail-in regime.

Key economic terms

• Denomination: minimum US$1,000 and integral multiples thereof
• Initial Valuation Date: 31 Jul 2025  |  Issue Date: 5 Aug 2025
• Final Valuation Date: 31 Jul 2030  |  Maturity Date: 5 Aug 2030
• Payment at maturity:
• If Final Value ≥ Initial Value: US$1,000 + (US$1,000 × min[Reference Asset Return, Maximum Return 43.00%])  → capped maximum payment of US$1,430 per note
• If Final Value < Initial Value: principal returned (US$1,000 per note)
• No periodic coupons and no interim redemption
• Calculation Agent: Barclays Bank PLC
• CUSIP/ISIN: 06746CFN4 / US06746CFN48

Pricing and fees

• Initial Issue Price: 100.00% of principal
• Agent’s commission: up to 0.925% (US$9.25 per US$1,000)
• Issuer’s estimated value on the pricing date: US$889.60–US$969.60, below the issue price, reflecting structuring and hedging costs.

Risk highlights

• Credit risk: repayment depends solely on Barclays Bank PLC; neither FDIC nor FSCS insured.
• Bail-in risk: holders expressly consent to potential write-down/conversion under U.K. Bail-in Power.
• Limited upside: returns capped at 43%; investors do not receive S&P 500 dividends.
• Liquidity risk: notes will not be listed; secondary market making is discretionary.
• Tax complexity: issuer expects to treat the notes as contingent payment debt instruments (CPDIs); investors must accrue taxable interest annually.

Illustrative payoff

• Index rises 10% → payment US$1,100 (10% return)
• Index rises 50% → payment capped at US$1,430 (43% return)
• Index falls any amount → payment US$1,000 (0% return)

The product suits investors seeking principal protection with capped equity upside, willing to accept Barclays credit and bail-in risks, forego interim income, and hold to maturity. It is not appropriate for investors requiring uncapped equity exposure, periodic coupons, or active secondary market liquidity.

Insights

Structured Products Analyst

TL;DR 5-year principal-protected note offers 43% capped upside on SPX, but embeds issuer and bail-in risk and trades above intrinsic value.

The note provides full principal repayment at maturity plus equity-linked appreciation up to 43%. From a risk-return standpoint, investors exchange dividends and unlimited upside for downside protection. The internal valuation range (≈89-97% of par) versus the 100% issue price implies an initial negative carry of up to 10.4%, largely covering 0.925% selling commission, hedging, and structuring costs. Credit strength of Barclays (A/A-/A- ratings) mitigates but does not eliminate default or resolution risk; bail-in language could impose losses irrespective of market performance. Liquidity is expected to be thin and dealer-dependent, making interim exit costly. For investors confident in Barclays’ stability and content with a 7.4% annualized maximum yield, the structure can complement a core fixed-income sleeve; otherwise, low-cost index funds or buffer ETFs may offer superior risk-adjusted economics.

Fixed-Income Risk Specialist

TL;DR Principal protection masks significant issuer/bail-in risk; upside cap reduces attractiveness amid uncertain 5-year equity outlook.

Because the note is unsecured senior debt, its risk profile converges with Barclays’ credit rather than the S&P 500. Bail-in consent subordinates investors to regulatory resolution tools, a key distinction from U.S. insured deposits. The 43% cap equates to c. 7.4% CAGR, below long-term SPX total-return averages once foregone dividends (~1.5%-2% p.a.) are considered. Scenario analysis shows breakeven relative to direct SPX exposure at roughly a 31% index decline; above that, direct equity investment would outperform. Given potential spread widening in stressed conditions, secondary market values could fall significantly below par despite full principal at maturity. Impact classification: neutral—material for prospective buyers, but not transformative for Barclays’ balance sheet.

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​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): May 21, 2025

Alumis Inc.(Exact name of Registrant as Specified in Its Charter)​

Delaware		001-42143		86-1771129
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

​280 East Grand AvenueSouth San Francisco, California 94080(Address of Principal Executive Offices)Registrant’s Telephone Number, Including Area Code: (650) 231-6625N/A(Former Name or Former Address, if Changed Since Last Report)Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Securities registered pursuant to Section 12(b) of the Act:​

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ALMS		The Nasdaq Global Select Market

​Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).Emerging growth company  ☒If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐​​

Explanatory NoteAs previously reported, on May 21, 2025, Alumis Inc., a Delaware corporation (the “Company”), completed its previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of February 6, 2025, as amended on April 20, 2025 (the “Merger Agreement”), by and among the Company, Arrow Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), and ACELYRIN, Inc. (“ACELYRIN”), pursuant to which Merger Sub merged with and into ACELYRIN, with ACELYRIN continuing as the surviving corporation and as a wholly owned subsidiary of the Company. This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 21, 2025 (the “Original Report”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were not previously filed with the Original Report.​Item 9.01 Financial Statements and Exhibits.(a) Financial Statements of Business AcquiredThe financial statements and information required by this Item 9.01(a) and the notes related thereto are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.(b) Pro Forma Financial InformationThe pro forma financial information required by this Item 9.01(b) and the notes related thereto are filed as Exhibit 99.3 to this Current Report on Form 8-K.(d) Exhibits

Exhibit No.		Description
​	​	​
2.1+	​	Agreement and Plan of Merger, dated February 6, 2025, by and among Alumis Inc., ACELYRIN, Inc. and Arrow Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 of Alumis Inc.’s Current Report on Form 8-K filed with the SEC on February 6, 2025).
​	​	​
2.2	​	Amendment to the Agreement and Plan of Merger, dated as of April 20, 2025, by and among Alumis Inc., ACELYRIN, Inc. and Arrow Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to Alumis Inc.’s Current Report on Form 8-K filed with the SEC on April 21, 2025).
​	​	​
23.1*	​	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of ACELYRIN, Inc.
​	​	​
99.1*	​	Audited financial statements of ACELYRIN, Inc. as of and for the years ended December 31, 2024 and 2023.
​	​	​
99.2*	​	Unaudited financial statements of ACELYRIN, Inc. as of and for the three months ended March 31, 2025.
​	​	​
99.3*	​	Unaudited pro forma condensed combined financial information.
​	​	​
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

​

* Filed herewith.

+ Certain exhibits and schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Alumis Inc. will furnish copies of such exhibits and schedules to the SEC upon its request.

​​​

SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​	Alumis Inc.
​	​
Dated: June 30, 2025	By:	/s/ Martin Babler
​	Name:	Martin Babler
​	Title:	President & Chief Executive Officer

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