Alumis Inc. and ACELYRIN, INC. are set to merge.
The companies announced a definitive merger agreement under which Alumis and ACELYRIN will merge in an all-stock transaction. The transaction is expected to close in the second quarter of 2025, subject to approval by the stockholders of both companies and satisfaction of other customary closing conditions.
Pipeline Peek
Alumis’ most advanced product candidate, ESK-001, is an oral, highly selective, next-generation, allosteric inhibitor of tyrosine kinase 2 (“TYK2”) that is currently being evaluated in the Phase 3 ONWARD clinical program for the treatment of patients with moderate-to-severe plaque psoriasis (“PsO”) and the Phase 2b LUMUS clinical trial for systemic lupus erythematosus (“SLE”).
In a Phase 2 clinical trial, ESK-001 has demonstrated a favorable safety profile and maximal TYK2 inhibition leading to high clinical responses in patients with PsO. Alumis expects a Phase 2 OLE 52-week data update in PsO in 2025, Phase 3 topline data for PsO in the first half of 2026 and Phase 2b topline data for SLE in 2026.
ACELYRIN is advancing lonigutamab, a subcutaneously delivered anti-IGF-1R with best-in-class potential in thyroid eye disease (TED) currently being investigated in a Phase 2 clinical trial.
Deal Details
Alumis and ACELYRIN had cash, cash equivalents and marketable securities of approximately $289 million and approximately $448 million, respectively, on a preliminary basis, as of December 31, 2024. With a pro forma cash position of approximately $737 million as of December 31, 2024, and continued operating discipline, Alumis expects that this cash position provides runway to advance the combined company’s pipeline through multiple planned key data readouts across several clinical trials and to fund operating expenses and capital expenditure requirements into 2027.
Under the terms of the agreement, ACELYRIN stockholders will receive 0.4274 shares of Alumis common stock for each share of ACELYRIN common stock owned. Upon the close of the transaction, Alumis stockholders will own approximately 55% of the combined company and ACELYRIN stockholders will own approximately 45% of the combined company, on a fully diluted basis.
The transaction was unanimously recommended and approved by the disinterested directors of each company’s Board.
Following close, the combined company will be led by the current Alumis executive team. This will include key members of ACELYRIN’s team who will ensure continuity and optimization of the lonigutamab development plan. The combined company’s Board will expand to nine directors, including two additional directors from ACELYRIN’s Board.
The combined company will operate under the Alumis name with its corporate headquarters remaining in South San Francisco.
