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United States securities and exchange commission logo
May 30, 2024
Martin Babler
President and Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080
Re: Alumis Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 15,
2024
CIK No. 0001847367
Dear Martin Babler:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
May 8, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1, Submitted
May 15, 2024
Prospectus Summary, page 1
1. We note your response
to prior comment 2 and the added cross reference on page 3 to
"Management's
Discussion and Analysis of Financial Condition and Results of
Operations
Contractual Obligations and Commitments" for "additional information"
about your acquisition
of ESK-001 via the FronThera Acquisition. Please provide us with
an analysis of why the
acquisition, and the related milestone payment obligations, are not
sufficiently material
to be disclosed directly in your prospectus summary, or revise as
appropriate.
2. We have evaluated the
materiality analysis in the response to prior comment 2 as to
whether the stock
purchase agreement should be filed as an exhibit in accordance with
Martin Babler
FirstName
Alumis Inc.LastNameMartin Babler
Comapany
May NameAlumis Inc.
30, 2024
May 30,
Page 2 2024 Page 2
FirstName LastName
Item 601(b)(10) of Regulation S-K and do not necessarily agree with
that analysis given
that you acquired your most advanced product candidate pursuant to the
stock purchase
agreement, the aggregate total contingent consideration under the
agreement amounts to
$120 million, and $23 million of the proceeds from your offering will
be used to satisfy a
portion of that consideration. It also appears that the stock purchase
agreement should be
filed in accordance with Item 601(b)(2)(i) of Regulation S-K. Please
file the agreement as
an exhibit or further advise.
Use of Proceeds, page 75
3. We note your response to prior comment 9. Specifically, we note your
added disclosure
regarding your intended use of proceeds to "advance" the clinical
development of ESK-
001 in certain clinical trials and to "advance" your preclinical
development activities for
your IRF5 program. Although we understand from your disclosure that
the proceeds will
not be sufficient to complete the clinical development of your product
candidates, please
further revise your disclosure to clarify how far into the specified
ESK-001 clinical trials
and IRF5 preclinical development activities you anticipate the
allocated proceeds from
this offering will enable you to reach. For example, when discussing
your intent to use a
portion of the offering proceeds to "advance" the clinical development
of A-005, you
disclose your expectation for "completing" the SAD and MAD portions of
your Phase 1
study in healthy volunteers.
Business
Our Precision Approach and Capabilities, page 105
4. We note your responses to prior comments 12 and 15. Specifically, we
note your
statements that your proprietary precision data analytics platform, or
your proprietary
genetic database, includes your own clinical genetic, genomic, and
proteomic data, data
from public third-party sources, and management s own genomic
insights, supported by
the data analytics services you continue to receive from Foresite
Labs. Please revise your
disclosure in this section to include similar disclosure, or tell us
why you do not believe
such disclosure is appropriate.
Preliminary Results from the Ongoing OLE Trial, page 116
5. We note from your response to prior comment 18 that, as is typical for
open label
extension (OLE) trials, your ongoing OLE trial is not powered for
statistical
significance. Please revise to disclose this substantive portion of
your response.
Proposed Phase 3 Clinical Trials of ESK-001 in PsO, page 120
6. We note your response to prior comment 20. Please revise the
disclosure in this section of
the prospectus to include disclosure similar to that in your response,
clarifying the purpose
for your selection of Otezla as the comparator in your Phase 3
clinical trials of ESK-001
in PsO. In addition, please revise the "Competition" section on page
132, as appropriate,
Martin Babler
Alumis Inc.
May 30, 2024
Page 3
to clarify whether ESK-001, if approved, would compete with Otezla, in
addition to
Sotyktu. In this regard, we note from your response that Otezla is one of
the most widely
used psoriasis oral drugs.
Certain Relationships and Related Person Transactions, page 175
7. We note your response to prior comment 28, and we reissue the comment in
part. Please
revise your disclosure in footnotes 5 and 6 to the table on page 178 and
in the footnotes on
pages 181-182 to clarify what will happen to the redeemable convertible
preferred stock
held by the corresponding stockholders.
Please contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635
with any other
questions.
Sincerely,
FirstName LastNameMartin Babler
Division of
Corporation Finance
Comapany NameAlumis Inc.
Office of Life
Sciences
May 30, 2024 Page 3
cc: Dave Peinsipp, Esq.
FirstName LastName