As filed with the Securities and Exchange Commission on July 1, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
Alumis Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 86-1771129 | |
(State or other jurisdiction of |
(I.R.S. Employer | |
280 East Grand Avenue |
94080 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Alumis Inc. 2021 Stock Plan
Alumis Inc. 2024 Equity Incentive Plan
Alumis Inc. 2024 Employee Stock Purchase Plan
Alumis Inc. 2024 Performance Option Plan
(Full titles of the plans)
John Schroer
Chief Financial Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco,
California 94080
(650) 231-6625
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David Peinsipp
Kristin VanderPas
Lauren Creel
Cooley LLP
3 Embarcadero Center,
20th Floor
San Francisco, California 94111
(415) 693-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | x | |||
| 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 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:
| (a) | The Registrant’s prospectus filed on June 28, 2024 pursuant to Rule 424(b) of the Securities Act relating to the Registration Statement on Form S-1, as amended (File No. 333-280068), initially filed with the Commission on June 7, 2024, which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; and |
| (c) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on June 25, 2024 (File No. 001-42143) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or portions thereof that are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and executive officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrant’s amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering permits indemnification of the Registrant’s directors, officers, employees and other agents to the maximum extent permitted by the DGCL, and the Registrant’s amended and restated bylaws that will be in effect on the closing of this offering provide that the Registrant will indemnify its directors and executive officers and permit the Registrant to indemnify its employees and other agents, in each case to the maximum extent permitted by the DGCL.
The Registrant has entered into indemnification agreements with its directors and executive officers, whereby it has agreed to indemnify its directors and executive officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or executive officer was, or is threatened to be made, a party by reason of the fact that such director or executive officer is or was a director, executive officer, employee, or agent of the Registrant, provided that such director or executive officer acted in good faith and in a manner that the director or executive officer reasonably believed to be in, or not opposed to, the best interest of the Registrant.
At present, there is no pending litigation or proceeding involving a director or executive officer of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.
The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange that might be incurred by any director or officer in his or her capacity as such.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
The exhibits to this Registration Statement are listed below:
| Item 9. | Undertakings. |
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, California, on July 1, 2024.
| ALUMIS INC. | ||
| By: | /s/ Martin Babler | |
| Martin Babler | ||
| President and Chief Executive Officer and Director | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin Babler and John Schroer and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Martin Babler Martin Babler |
President and Chief Executive Officer and Director (Principal Executive Officer) |
July 1, 2024 | ||
/s/ John Schroer John Schroer |
Chief Financial Officer (Principal Financial and Accounting Officer) |
July 1, 2024 | ||
/s/ Alan B. Colowick Alan B. Colowick, M.D., M.P.H. |
Director | July 1, 2024 | ||
| /s/ Patrick Machado | Director | July 1, 2024 | ||
| Patrick Machado, J.D. | ||||
/s/ Sapna Srivastava Sapna Srivastava, Ph.D. |
Director | July 1, 2024 | ||
/s/ James B. Tananbaum |
Director | July 1, 2024 | ||
| James B. Tananbaum, M.D. | ||||
/s/ Zhengbin Yao Zhengbin Yao, Ph.D. |
Director | July 1, 2024 | ||
/s/ Srinivas Akkaraju Srinivas Akkaraju, M.D., Ph.D. |
Director | July 1, 2024 | ||
Exhibit 5.1
David Peinsipp +1 (415) 693 2177 dpeinsipp@cooley.com |
|
||
| July 1, 2024 | |||
Alumis Inc.
280 East Grand Avenue
South San Francisco, California 94080
Ladies and Gentlemen:
We have acted as counsel to Alumis Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 17,101,787 shares (the “Shares”) of Voting Common Stock, par value $0.0001 per share (“Common Stock”), consisting of (a) 6,771,107 shares of Common Stock issuable pursuant to the Company’s 2021 Stock Plan (the “2021 Plan”), (b) 7,800,000 shares of Common Stock issuable pursuant to the Company’s 2024 Equity Incentive Plan (the “2024 EIP”), (c) 650,000 shares of Common Stock issuable pursuant to the Company’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”), and (d) 1,880,680 shares of Common Stock issuable pursuant to the Company’s 2024 Performance Option Plan (together with the 2021 Plan, the 2024 EIP and the 2024 ESPP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
Cooley LLP 3 Embarcadero
Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
Alumis Inc.
Page Two |
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
| By: | /s/ David Peinsipp | |
| David Peinsipp |
Cooley LLP 3 Embarcadero
Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alumis Inc. of our report dated April 10, 2024, except for the effects of the reverse stock split discussed in Note 15 to the consolidated financial statements, as to which the date is June 24, 2024, relating to the financial statements, which appears in Alumis Inc.’s Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-280068).
/s/ PricewaterhouseCoopers LLP
San Jose, California
July 1, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
ALUMIS INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
| Equity | Common Stock, $0.0001 par value per share, 2021 Stock Plan | Other(2) | 6,771,107(3) | $9.33(2) | $63,174,428.31 | 0.0001476 | $9,324.55 |
| Equity | Common Stock, $0.0001 par value per share, 2024 Equity Incentive Plan | Other(4) | 7,800,000(5) | $16.00(4) | $124,800,000.00 | 0.0001476 | $18,420.48 |
| Equity | Common Stock, $0.0001 par value per share, 2024 Employee Stock Purchase Plan | Other(6) | 650,000(7) | $13.60(6) | $8,840,000.00 | 0.0001476 | $1,304.79 |
| Equity | Common Stock, $0.0001 par value per share, 2024 Performance Option Plan | Other(8) | 1,880,680 | $10.19(8) | $19,164,129.20 | 0.0001476 | $2,828.63 |
| Total Offering Amounts | — | $215,978,557.51 | — | $31,878.45 | |||
| Total Fee Offsets | — | — | — | — | |||
| Net Fee Due | — | — | — | $31,878.45 | |||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock (“Common Stock”) of Alumis Inc. (the “Registrant”) that become issuable under the Registrant’s 2021 Stock Plan (the “2021 Plan”), the Registrant’s 2024 Equity Incentive Plan (the “2024 Plan”), the Registrant’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”), or the Registrant’s 2024 Performance Option Plan (the “2024 POP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price for the 6,771,107 shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2021 Plan are calculated using the weighted-average exercise price of $9.33 per share for such stock options. |
| (3) | Represents shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2021 Plan. No additional stock awards will be granted under the 2021 Plan. |
| (4) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated on the basis of $16.00 per share (the “IPO Price”), which is the initial public offering price per share of the Registrant’s Common Stock set forth in the Registrant’s prospectus filed with the Securities and Exchange Commission on June 28, 2024 pursuant to Rule 424(b) of the Securities Act. |
| (5) | Represents 7,800,000 shares of Common Stock reserved for future grant under the 2024 Plan. To the extent that any stock options discussed under footnote (2) outstanding under the 2021 Plan expire or otherwise terminate prior to exercise or settlement, are not issued because the stock award is settled in cash, are forfeited or repurchased because of the failure to vest or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price if any, as such shares becomes available from time to time, the shares of common stock reserved for issuance pursuant to such stock options will become available for issuance as shares of common stock under the 2024 Plan. The 2024 Plan also provides that the number of shares of our common stock reserved for issuance under our 2024 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2025 through January 1, 2034, in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by Registrant’s board of directors. This explanation is provided for information purposes only. The issuance of such additional shares is not being registered on this Registration Statement. |
| (6) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated on the basis of the IPO Price, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2024 ESPP. |
| (7) |
Represents 650,000 shares of Common Stock reserved for future grant under the 2024 ESPP. The 2024 ESPP provides that an additional number of shares of Common Stock will automatically be added annually to the shares authorized for issuance under the 2024 ESPP on January 1 of each calendar year, beginning on January 1, 2025 through January 1, 2034, in an amount equal to the lesser of (i) 1% of the total number of shares of Registrant’s capital stock outstanding on the last day of the calendar month before the date of the automatic increase, and (ii) 1,950,000 shares; provided that before the date of any such increase, Registrant’s board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). This explanation is provided for information purposes only. The issuance of such additional shares is not being registered on this Registration Statement. |
| (8) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price for the 1,880,680 shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2024 POP are calculated using the weighted-average exercise price of $10.19 per share for such stock options. |