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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 7, 2026
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 Avenue
South San Francisco, California 94080
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 231-6625
N/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:
| ¨ | 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 x
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.
Item 2.02 Results of Operations and Financial Condition.
On January 6, 2026, Alumis, Inc.
(the “Company” or “Alumis”) announced that its preliminary unaudited cash, cash equivalents and marketable securities
as of December 31, 2025 were approximately $308.6 million.
The preliminary financial data included in this
Current Report on Form 8-K (the “Report”) has been prepared by, and is the responsibility of Alumis management. PricewaterhouseCoopers LLP, the Company’s independent
registered public accounting firm, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the
preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect
thereto. The Company has not yet completed its quarter-end or year-end financial close process for the quarter and year ended December
31, 2025. This estimate of the Company’s cash, cash equivalents and marketable securities as of December 31, 2025 is preliminary,
has not been audited and is subject to change upon completion of its financial statement closing procedures. Additional information and
disclosure would be required for a more complete understanding of the Company’s financial position and results of operations as
of December 31, 2025.
The information contained in this Report under
Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and will not be incorporated
by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified
as being incorporated therein by reference.
Item 8.01 Other Events.
On January 7, 2026, the
Company entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Leerink Partners
LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”),
relating to the issuance and sale in a public offering of 17,650,000 shares of the Company’s voting common stock, par value $0.0001
per share (the “Common Stock”). The price to the public in the offering was $17.00 per share. All of the shares of Common
Stock are being sold by the Company. The gross proceeds to the Company from the offering will be approximately $345.1 million, before
deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The closing of the offering is
expected to occur on January 9, 2026, subject to the satisfaction of customary closing conditions. In addition, the Company granted the
Underwriters an option, exercisable for 30 days, to purchase up to 2,647,500 additional shares of Common Stock at the public offering
price, less the underwriting discounts and commissions, which was exercised in full on January 8, 2026.
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject
to limitations agreed upon by such parties.
The
offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-288510) that was filed with the
U.S. Securities and Exchange Commission (the “SEC”) on July 3, 2025 and declared effective by the SEC on August 19, 2025,
and related prospectus and prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Report, and the foregoing description of the terms of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating
to the legality of the issuance and sale of the shares of Common Stock in the offering is attached as Exhibit 5.1 hereto.
Caution Concerning Forward Looking Statements
This Current Report on Form
8-K may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to
historical or current facts, and can be identified by the use of words such as “may,” “will,” “expect,”
“project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,”
“should,” “continue” or the negative versions of those words or other comparable words. These forward-looking
statements include statements about the Offering, such as the expected gross proceeds and anticipated closing date. These forward-looking
statements are based on information currently available to the Company and its current plans or expectations, and are subject to a number
of uncertainties and risks that could significantly affect current plans. Actual results and performance could differ materially from
those projected in the forward-looking statements as a result of many factors, including the uncertainties related to market conditions
and the completion of the public offering on the anticipated terms or at all. The Company’s forward-looking statements also involve
assumptions that, if they prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking
statements. These and other risks concerning the Company’s business are described in additional detail in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30,
2025 and September 30, 2025 and in the Company’s other SEC filings. The Company is under no obligation to (and expressly disclaims
any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement by and among the Company, Morgan Stanley & Co. LLC, Leerink Partners LLC and Cantor Fitzgerald & Co. dated January 7, 2026. |
| 5.1 |
|
Opinion of Cooley LLP. |
| 23.1 |
|
Consent of Cooley LLP (included in Exhibit 5.1). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Alumis Inc. |
| |
|
|
| |
By: |
/s/ Martin Babler |
| |
|
Martin Babler |
| |
|
President & Chief Executive Officer |
Dated: January 9, 2026
