Statistik Asas
CIK | 1962918 |
SEC Filings
SEC Filings (Chronological Order)
June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41696 ACELYRIN, INC. (Exact name of registrant as specified in its chart |
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May 22, 2025 |
As filed with the Securities and Exchange Commission on May 21, 2025 As filed with the Securities and Exchange Commission on May 21, 2025 Registration No. |
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May 22, 2025 |
As filed with the Securities and Exchange Commission on May 21, 2025 As filed with the Securities and Exchange Commission on May 21, 2025 Registration No. |
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May 22, 2025 |
As filed with the Securities and Exchange Commission on May 21, 2025 As filed with the Securities and Exchange Commission on May 21, 2025 Registration No. |
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May 22, 2025 |
As filed with the Securities and Exchange Commission on May 21, 2025 As filed with the Securities and Exchange Commission on May 21, 2025 Registration No. |
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May 21, 2025 |
AMENDED AND RESTATED ACELYRIN, INC. (A DELAWARE CORPORATION) EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ACELYRIN, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of ACELYRIN, Inc. (the “Corporation”) in the State of Delaware shall be 3500 S. Dupont Highway, Dover, County of Kent, Delaware 19901, or in such other location as the board of directors of the Corporation (the “Board of Directors”) may fro |
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May 21, 2025 |
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): May 21, 2025 ACELYRIN, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41696 85-2406735 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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May 21, 2025 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ACELYRIN, INC. SECTION 1. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACELYRIN, INC. SECTION 1. The name of this corporation is ACELYRIN, Inc. (the “Corporation”). SECTION 2. The address of the registered office of the Corporation in the State of Delaware shall be 3500 S. Dupont Highway, Dover, County of Kent, Delaware 19901, or in such other location as the board of directors of the Corporation |
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May 19, 2025 |
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): May 13, 2025 ACELYRIN, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41696 85-2406735 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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May 14, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: |
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May 6, 2025 |
Filed by ACELYRIN, INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed fileable pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Leading Independent Proxy Advisory Firm ISS Recommends ACELYRIN Stockholders Vote “FOR” the Proposed Transaction with Alumis ACELYRIN Urges Stockhol |
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May 6, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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May 1, 2025 |
425 Filed by ACELYRIN, INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed fileable pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 ACELYRIN Reiterates Benefits of Value-Maximizing Combination with Alumis Special Meeting of stockholders to vote on the transaction scheduled fo |
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April 29, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: April 30, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februa |
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April 23, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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April 21, 2025 |
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): April 20, 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) |
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April 21, 2025 |
Amendment to the Agreement and Plan of Merger, dated as of April 20, 2025. Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT (this “Amendment”), dated as of April 20, 2025, to the AGREEMENT AND PLAN OF MERGER (the “Agreement” and as amended by this Amendment, the “Amended Agreement”), dated as of February 6, 2025, by and among Alumis Inc., a Delaware corporation (“Parent”), Arrow Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsid |
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April 21, 2025 |
Amendment to the Agreement and Plan of Merger, dated as of April 20, 2025 Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT (this “Amendment”), dated as of April 20, 2025, to the AGREEMENT AND PLAN OF MERGER (the “Agreement” and as amended by this Amendment, the “Amended Agreement”), dated as of February 6, 2025, by and among Alumis Inc., a Delaware corporation (“Parent”), Arrow Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsid |
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April 21, 2025 |
Regulation FD Disclosure, Entry into a Material Definitive Agreement 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): April 20, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numb |
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April 21, 2025 |
Exhibit 99.2 Alumis and ACELYRIN Announce Amended Merger Agreement ACELYRIN stockholders to receive increased ownership in the combined company through revised exchange ratio; Alumis and ACELYRIN stockholders to now own approximately 52% and 48%, respectively, of the combined company on a fully diluted basis Merger maximizes the potential value for ACELYRIN stockholders and creates a stronger comb |
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April 21, 2025 |
Exhibit 99.1 Alumis and ACELYRIN Announce Amended Merger Agreement ACELYRIN stockholders to receive increased ownership in the combined company through revised exchange ratio; Alumis and ACELYRIN stockholders to now own approximately 52% and 48%, respectively, of the combined company on a fully diluted basis Merger maximizes the potential value for ACELYRIN stockholders and creates a stronger comb |
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April 21, 2025 |
Exhibit 99.1 Investor Presentation April 2025 Disclaimer Forward-Looking Statements This communication contains forward-looking statements within the meaning of federal securities laws, including the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management of Alumis Inc. (“Alumis”) and A |
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April 21, 2025 |
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): April 20, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numb |
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April 21, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: April 21, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februa |
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April 21, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: April 21, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februa |
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April 4, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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April 4, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: April 4, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februar |
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April 4, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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March 25, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: March 25, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februa |
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March 19, 2025 |
282635150 v3 ACELYRIN, INC. INSIDER TRADING POLICY (ADOPTED MAY 4, 2023) INTRODUCTION During the course of your relationship with ACELYRIN, INC. (“ACELYRIN”), you may receive material information that is not yet publicly available (“material nonpublic information”) about ACELYRIN or other publicly traded companies. Material nonpublic information may give you, or someone you pass that information o |
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March 19, 2025 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, $0.00001 par value per share (“Common Stock”) of ACELYRIN, INC. (the “Company,” “we,” “our”, or “us”) which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as |
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March 19, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: March 19, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februa |
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March 19, 2025 |
Amendment No. 2 to the License and Commercialization Agreement 2 FDA BLA Approval EMA MAA Acceptance EMA MAA Approval 1st ex-US/EU Marketing Approval 1. |
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March 19, 2025 |
As filed with the Securities and Exchange Commission on March 19, 2025 As filed with the Securities and Exchange Commission on March 19, 2025 Registration No. |
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March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-416 |
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March 19, 2025 |
Incentive Compensation Recoupment Policy ACELYRIN, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY 1. INTRODUCTION The Board of Directors (the “Board”) of ACELYRIN, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incentive Compensation |
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March 19, 2025 |
Exhibit 5.1 March 19, 2025 ACELYRIN, Inc. 4149 Liberty Canyon Road Agoura Hills, California 91301 Re: Registration Statement on Form S-8 Ladies and Gentlemen: As counsel to ACELYRIN, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commiss |
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March 19, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ACELYRIN, 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, $0.00001 par value |
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March 18, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: March 18, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februa |
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March 13, 2025 |
ACELYRIN Adopts Limited-Duration Stockholder Rights Plan EX-99.1 Exhibit 99.1 ACELYRIN Adopts Limited-Duration Stockholder Rights Plan LOS ANGELES, March 13, 2025 — ACELYRIN, INC. (Nasdaq: SLRN), a late-stage clinical biopharma company focused on accelerating the development and delivery of transformative medicines in immunology, today announced that, in response to Tang Capital Partners’ continued rapid accumulation of 8.8% of ACELYRIN’S outstanding co |
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March 13, 2025 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 85-2406735 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 4 |
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March 13, 2025 |
425 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): March 12, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File |
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March 13, 2025 |
Exhibit 4.1 RIGHTS AGREEMENT BETWEEN ACELYRIN, INC. AND COMPUTERSHARE TRUST COMPANY, N.A., RIGHTS AGENT DATED AS OF MARCH 13, 2025 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 10 Section 3. Evidence of Rights Before Distribution Date; Transfer; Legends 10 Section 4. Form of Right Certificates; Countersignature 11 Section 5. Distribution of Certificates; Re |
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March 13, 2025 |
Certificate of Designations of Series A Junior Participating Preferred Stock of ACELYRIN, INC. Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of ACELYRIN, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) ACELYRIN, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of |
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March 13, 2025 |
Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders 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): March 12, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numb |
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March 11, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: March 11, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februa |
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March 6, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: March 6, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februar |
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March 6, 2025 |
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): March 6, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numbe |
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March 6, 2025 |
425 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): March 6, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File N |
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March 6, 2025 |
EX-99.1 Exhibit 99.1 Creating Substantial Shareholder Value Through the Advancement of Immunology Treatments March 2025 Disclaimer Financial Disclaimer The audited consolidated financial statements of Alumis Inc. (“Alumis”) and ACELYRIN, Inc. (“ACELYRIN”) for the year ended December 31, 2024 are not yet available. Accordingly, the information presented herein regarding cash, cash equivalents and m |
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March 4, 2025 |
425 Filed by ACELYRIN, INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed fileable pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 ACELYRIN Determines Unsolicited Indication of Interest from Concentra Biosciences Not Reasonably Expected to Result in a Superior Proposal to Pl |
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March 4, 2025 |
Filed by ACELYRIN, INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed fileable pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Alumis and ACELYRIN Reaffirm Strategic and Financial Rationale of Proposed Merger Combined company to benefit from differentiated late-stage portfol |
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March 4, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: March 4, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Februar |
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February 21, 2025 |
Filed by ACELYRIN, INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed fileable pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 ACELYRIN Confirms Receipt of Unsolicited Indication of Interest from Concentra Biosciences LOS ANGELES, Feb. 20, 2025 (GLOBE NEWSWIRE) — ACELYRIN, I |
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February 20, 2025 |
Schedule A Transactions during the past 60 days EX-99.3 4 ex993.htm EXHIBIT 99.3 EXHIBIT 3 Schedule A Transactions during the past 60 days Transaction Date Nature of Transaction Quantity Weighted Average Price Per Share* Price Range Min Max 2/6/2025 Purchase 42,511 $2.01 $1.97 $2.05 2/7/2025 Purchase 457,489 $2.03 $1.95 $2.10 2/7/2025 Purchase 500,000 $2.13 $2.04 $2.15 2/7/2025 Purchase 500,000 $2.20 $2.13 $2.28 2/7/2025 Purchase 500,000 $2.10 |
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February 20, 2025 |
EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with resp |
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February 20, 2025 |
Concentra Biosciences, LLC 4747 Executive Drive, Suite 210 | San Diego, CA 92121 EX-99.2 3 ex992.htm EXHIBIT 99.2 EXHIBIT 2 Concentra Biosciences, LLC 4747 Executive Drive, Suite 210 | San Diego, CA 92121 February 20, 2025 Board of Directors ACELYRIN, INC. 4149 Liberty Canyon Road Agoura Hills, California 91301 c/o Mina Kim, Chief Executive Officer and Director ([email protected]) Re: Non-Binding Acquisition Proposal Dear Directors: On behalf of Concentra Biosciences, LLC, |
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February 10, 2025 |
Exhibit 99.6 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therei |
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February 10, 2025 |
EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0. |
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February 7, 2025 |
425 Filed by ACELYRIN, INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed fileable pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Forward-Looking Statements This communication contains forward-looking statements within the meaning of federal securities laws, including the “ |
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February 7, 2025 |
Alumis and ACELYRIN Alumis and ACELYRIN Merger Agreement Conference Call February 6, 2025 Filed by ACELYRIN INC. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 6, 2025, among |
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February 7, 2025 |
425 Filed by ACELYRIN, INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed fileable pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 The following email was sent by Mina Kim, Chief Executive Officer of ACELYRIN, Inc. (“ACELYRIN”) to all employees of ACELYRIN. Subject: ACELYRIN |
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February 7, 2025 |
Alumis and ACELYRIN Alumis and ACELYRIN Merger Agreement Conference Call February 6, 2025 Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: February 7, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Febr |
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February 7, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: February 6, 2025 The following communications were made available on LinkedIn and X on February 6, 2025: LinkedIn: X: Forward-Looking Statements This |
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February 7, 2025 |
425 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): February 6, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission Fil |
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February 7, 2025 |
425 Filed by ACELYRIN, INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed fileable pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 | Alumis and ACELYRIN Merger Investor Presentation February 6, 2025 Transform Therapies. Reimagine Lives. Disclaimer Financial Disclaimer Alumis |
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February 6, 2025 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ALUMIS INC., ARROW MERGER SUB, INC. and ACELYRIN, INC. Dated as of February 6, 2025 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; SURVIVING CORPORATION 2 1.1 The Merger 2 1.2 Closing 3 1.3 Effective Time 3 1.4 Certificate of Incorporation 3 1.5 Bylaws 3 1.6 Directors of the Surviving Corporation 3 1.7 Officers of the Surviving Corporati |
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February 6, 2025 |
Exhibit 2.1 STRICTLY CONFIDENTIAL Proposed Execution Version AGREEMENT AND PLAN OF MERGER by and among ALUMIS INC., ARROW MERGER SUB, INC. and ACELYRIN, INC. Dated as of February 6, 2025 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; SURVIVING CORPORATION 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 3 1.4 Certificate of Incorporation 3 1.5 Bylaws 3 1.6 Directors of the Surviving Corp |
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February 6, 2025 |
Filed by Alumis Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ACELYRIN, INC. Commission File No.: 001-41696 Date: February 6, 2025 The following email was sent by Martin Babler, Chief Executive Officer of Alumis Inc. (“Alumis”) to all employees of Alumis. Subject |
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February 6, 2025 |
Exhibit 99.3 STRICTLY CONFIDENTIAL Final Form VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February [•], 2025, by and among [Aston], a Delaware corporation (“Parent”), Arrow Merger Sub, a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”) and the stockholder(s) of [Arrow], a Delaware corporation (th |
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February 6, 2025 |
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): February 6, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Nu |
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February 6, 2025 |
Exhibit 99.4 VOTING AND Support AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 6, 2025, by and among Alumis Inc., a Delaware corporation (“Parent”), Arrow Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”) and the stockholder(s) of ACELYRIN, Inc., a Delaware corporation (the “Company”) liste |
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February 6, 2025 |
Exhibit 99.2 STRICTLY CONFIDENTIAL Final Form VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2025, by and among [Arrow], a Delaware corporation (the “Company”), and the stockholder(s) of [Aston], a Delaware corporation (“Parent”), listed on Schedule A hereto (each, a “Securityholder”). Capitalized terms used but not defined her |
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February 6, 2025 |
Exhibit 99.2 Transform Therapies. Reimagine Lives. February 6, 2025 Alumis and ACELYRIN Merger Investor Presentation | Disclaimer Forward - Looking Statements This communication contains forward - looking statements within the meaning of federal securities laws, including the “safe harbor” provisions of th e Private Securities Litigation Reform Act of 1995. Such statements are based upon current p |
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February 6, 2025 |
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): February 6, 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 Numbe |
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February 6, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Alumis and ACELYRIN to Merge Creating a Late-Stage Clinical Biopharma Company Dedicated to Innovating, Developing and Commercializing Transformative Therapies for Immune-mediated Diseases Topline data from Phase 3 ONWARD trials for Alumis’ ESK-001 in moderate-to-severe plaque psoriasis on track for readout in first half of 2026; Topline data from Phase 2b LUMUS t |
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February 6, 2025 |
Exhibit 99.3 VOTING AND Support AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 6, 2025, by and among ACELYRIN, Inc., a Delaware corporation (the “Company”), and the stockholder(s) of Alumis Inc., a Delaware corporation (“Parent”), listed on Schedule A hereto (each, a “Securityholder”). Capitalized terms used but not defined herein shall have |
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February 6, 2025 |
Exhibit 99.1 Alumis and ACELYRIN to Merge Creating a Late-Stage Clinical Biopharma Company Dedicated to Innovating, Developing and Commercializing Transformative Therapies for Immune-mediated Diseases Topline data from Phase 3 ONWARD trials for Alumis’ ESK-001 in moderate-to-severe plaque psoriasis on track for readout in first half of 2026; Topline data from Phase 2b LUMUS trial in systemic lupus |
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January 31, 2025 |
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 31, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Nu |
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January 6, 2025 |
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 6, 2025 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Num |
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December 10, 2024 |
Exhibit 99.1 ACELYRIN, INC. Announces Topline Results From Phase 2b/3 Study of Izokibep for the Treatment of Uveitis Phase 2b/3 trial of izokibep did not meet primary endpoint; secondary endpoints also did not achieve statistical significance Company continues focus on development of subcutaneous lonigutamab in thyroid eye disease, with initiation of Phase 3 program on schedule for Q1 2025 $562.4 |
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December 10, 2024 |
Exhibit 10.1 TRANSITION AND CONSULTING AGREEMENT This Transition and Consulting Agreement (the “Agreement”) is made by and between Gil M. Labrucherie (“Employee” or “you”) and ACELYRIN, INC. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee has been employed by the Company as its Chief Financial Officer and Chief Busine |
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December 10, 2024 |
Financial Statements and Exhibits 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): December 9, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Nu |
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November 20, 2024 |
ACELYRIN, INC. 4149 Liberty Canyon Road Agoura Hills, California 91301 CORRESP ACELYRIN, INC. 4149 Liberty Canyon Road Agoura Hills, California 91301 VIA EDGAR November 20, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Jessica Dickerson Re: ACELYRIN, INC. Registration Statement on Form S-3 File No. 333-283209 Acceleration Request Requested Date: November 22, 2024 Re |
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November 13, 2024 |
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): November 13, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File N |
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November 13, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) ACELYRIN, INC. |
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November 13, 2024 |
Exhibit 99.1 ACELYRIN, INC. Reports Third Quarter 2024 Financial Results and Recent Highlights Topline data from Phase 2b/3 trial of izokibep as a treatment for non-infectious non-anterior uveitis expected in December 2024 Positive lonigutamab EOP2 FDA interaction completed and initiation of subcutaneous Phase 3 development program in thyroid eye disease (TED) expected in Q1 2025 Cash, cash equiva |
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November 13, 2024 |
Open Market Sale AgreementSM by and between the Registrant and Jefferies LLC Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM November 13, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: ACELYRIN, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, |
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November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 13, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File N |
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November 13, 2024 |
Exhibit 99.1 INDEPENDENT AUDITOR’S REPORT To the Stockholders and Board of Directors of ValenzaBio, Inc. Opinion We have audited the financial statements of ValenzaBio, Inc. (the “Company”), which comprise the balance sheet as of December 31, 2021, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit, and cash flows for the year then en |
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November 13, 2024 |
EX-4.6 Exhibit 4.6 ACELYRIN, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Secti |
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November 13, 2024 |
As filed with the Securities and Exchange Commission on November 13, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 13, 2024 Registration No. |
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November 13, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 is presented to give effect to the transactions contemplated by the Merger and Reorganization Agreement (the ValenzaBio Merger Agreement), dated December 20, 2022, by and among ACELYRIN, INC. (the Company or ACEL |
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November 13, 2024 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate Exhibit 4.9 ACELYRIN, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ACELYRIN, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ACELYRIN, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [• |
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November 13, 2024 |
Form of Common Stock Warrant Agreement and Warrant Certificate Exhibit 4.8 ACELYRIN, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ACELYRIN, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ACELYRIN, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and hav |
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November 13, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Numb |
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November 13, 2024 |
Form of Debt Securities Warrant Agreement and Warrant Certificate Exhibit 4.10 ACELYRIN, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ACELYRIN, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ACELYRIN, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [ |
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November 4, 2024 |
Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) |
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August 13, 2024 |
Exhibit 99.1 ACELYRIN, INC. Announces Positive Phase 3 Data for Izokibep in Hidradenitis Suppurativa; Focuses Strategy on Lonigutamab and Reports Second Quarter 2024 Financial Results Phase 3 trial of izokibep in hidradenitis suppurativa met primary endpoint of HiSCR75 at 12 weeks Company to prioritize development of lonigutamab; dose confirmation ongoing in Phase 2 trial with plans to initiate Pha |
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August 13, 2024 |
Separation Agreement and Mutual Release between the Company and Melanie Gloria Exhibit 10.1 SEPARATION AGREEMENT AND MUTUAL RELEASE This Separation Agreement and Mutual Release (“Agreement”) is made by and between Melanie Gloria (“Employee”) and ACELYRIN, INC. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee is employed by the Company as Chief Operating Officer; WHEREAS, Employee signed a Proprie |
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August 13, 2024 |
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): August 9, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numb |
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August 13, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 0 |
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June 11, 2024 |
Submission of Matters to a Vote of Security Holders 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): June 7, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Number |
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May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Com |
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May 20, 2024 |
SLRN / Acelyrin, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ACELYRIN, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) 00445A100 (CUSIP Number) MAY 8, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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May 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: |
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May 9, 2024 |
EX-99.1 Exhibit 99.1 ACELYRIN, INC. Provides Business Update and Highlights Key Upcoming Milestones Completed enrollment in izokibep Phase 3 trial in hidradenitis suppurativa and enrollment completion in Phase 2b/3 trial in uveitis expected this month; top line data for both trials now expected by end of third and fourth quarter of 2024, respectively Reported positive proof-of-concept for loniguta |
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May 9, 2024 |
Separation Agreement and Mutual Release between the Company and Ron Oyston EX-10.2 Exhibit 10.2 SEPARATION AGREEMENT AND MUTUAL RELEASE This Separation Agreement and Mutual Release (“Agreement”) is made by and between Ron Oyston (“Employee”) and ACELYRIN, INC. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by the Company as Chief People Officer; WHEREAS, Employee signed a Propr |
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May 9, 2024 |
Separation Agreement and Mutual Release between the Company and Shao-Lee Lin, M.D., Ph.D. EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT AND MUTUAL RELEASE This Separation Agreement and Mutual Release (“Agreement”) is made by and between Shao-Lee Lin (“Employee”) and ACELYRIN, INC. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by the Company as the Founder and Chief Executive Officer; WHEREAS, Em |
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May 9, 2024 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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May 9, 2024 |
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): May 8, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Number) |
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April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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April 19, 2024 |
SLRN / Acelyrin, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ACELYRIN, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) 00445A100 (CUSIP Number) APRIL 9, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this S |
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March 28, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ACELYRIN, 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, $0.00001 par value |
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March 28, 2024 |
SLRN / Acelyrin, Inc. / AyurMaya Capital Management Company, LP - ACELYRIN, INC. Passive Investment SC 13G 1 p24-1338sc13g.htm ACELYRIN, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ACELYRIN, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 00445A100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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March 28, 2024 |
As filed with the Securities and Exchange Commission on March 28, 2024 As filed with the Securities and Exchange Commission on March 28, 2024 Registration No. |
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March 28, 2024 |
Exhibit 99.1 ACELYRIN, INC. Reports Full Year 2023 Financial Results and Recent Highlights Reported positive Phase 1/2 proof-of-concept data for lonigutamab, first subcutaneous anti-IGF-1R to demonstrate clinical responses in thyroid eye disease patients Achieved primary endpoint with high statistical significance in global Phase 2b/3 clinical trial of izokibep in psoriatic arthritis with robust c |
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March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-043 |
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March 28, 2024 |
EX-99 2 p24-1338exhibit99.htm JOINT FILING AGREEMENT EXHIBIT I JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreemen |
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March 28, 2024 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, $0.00001 par value per share (“Common Stock”) of ACELYRIN, INC. (the “Company,” “we,” “our”, or “us”) which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as |
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March 28, 2024 |
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): March 28, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numb |
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March 28, 2024 |
Incentive Compensation Recoupment Policy ACELYRIN, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY 1. INTRODUCTION The Board of Directors (the “Board”) of ACELYRIN, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incentive Compensation |
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March 20, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 20, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numb |
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March 20, 2024 |
Exhibit 99.1 ACELYRIN, INC. Announces Positive Phase 1/2 Proof-of-Concept Data for Lonigutamab, First Subcutaneous Anti-IGF-1R to Demonstrate Clinical Responses in Thyroid Eye Disease Rapid improvements demonstrated for proptosis, clinical activity scores, and diplopia versus placebo with a favorable safety profile Phase 2b/3 trial to be initiated in the second half of 2024 Conference call to revi |
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March 11, 2024 |
Exhibit 99.2 ACELYRIN, INC. Announces Long-term 32-Week Data from the Phase 2b Trial of Izokibep in Hidradenitis Suppurativa Demonstrating Sustained Responses and Deepening Clinical Benefit - Improving Quality of Life for Patients Dose ordered and robust HiSCRs were rapidly demonstrated with about a third of patients achieving HiSCR100, or resolution of abscesses and nodules, by week 16 and throug |
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March 11, 2024 |
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): March 11, 2024 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numb |
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March 11, 2024 |
Exhibit 99.1 ACELYRIN, INC. Announces Positive Top-line Results from Its Global Phase 2b/3 Clinical Trial of Izokibep in Psoriatic Arthritis Study met primary endpoint of ACR50 at 16 weeks versus placebo with high statistical significance and is expected to be the first of two registrational trials in psoriatic arthritis Robust clinical responses achieved for the high hurdles of ACR70, PASI100, as |
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March 11, 2024 |
Izokibep Psoriatic Arthritis Global Phase 2b/3 Topline Results March 11, 2024 Exhibit 99. |
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February 14, 2024 |
SLRN / Acelyrin, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm245287d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* ACELYRIN, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (the “Shares”) (Title o |
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February 13, 2024 |
SLRN / Acelyrin, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: ACELYRIN Inc Title of Class of Securities: Common Stock CUSIP Number: 00445A100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1 |
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December 20, 2023 |
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): December 18, 2023 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File N |
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November 27, 2023 |
Financial Statements and Exhibits, Other Events 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): November 26, 2023 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File N |
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November 27, 2023 |
ACELYRIN, INC. Provides Update on Izokibep Clinical Development Program Exhibit 99.1 ACELYRIN, INC. Provides Update on Izokibep Clinical Development Program LOS ANGELES, Nov. 27, 2023 (GLOBE NEWSWIRE) — ACELYRIN, INC. (Nasdaq: SLRN), a late-stage clinical biopharma company focused on accelerating the development and delivery of transformative medicines in immunology, today provided an update on its izokibep clinical development program, including its ongoing global Ph |
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November 9, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Numb |
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November 7, 2023 |
Exhibit 99.1 ACELYRIN, INC. Reports Third Quarter 2023 Financial Results and Recent Highlights Portfolio of programs continues to advance with data from both the global Phase 2b/3 trial for izokibep in PsA and proof-of-concept for lonigutamab as a subcutaneous treatment for thyroid eye disease expected in first quarter 2024 Additional PsA Phase 2 long-term data on clinical measures of disease reso |
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November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2023 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Nu |
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August 21, 2023 |
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): August 17, 2023 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Num |
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August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 0 |
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August 14, 2023 |
Exhibit 99.1 ACELYRIN, INC. Reports Second Quarter 2023 Financial Results and Recent Highlights New data from Part A of Phase 2b/3 trial of izokibep in Hidradenitis Suppurativa demonstrated improvements in number of draining tunnels in two-thirds of patients as early as week 4; the placebo-controlled Part B remains on track for top-line data in the third quarter 2023. Enrollment completed in Phase |
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August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 14, 2023 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Num |
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August 2, 2023 |
Separation Agreement and Release by and between Mardi C. Dier and the Company EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT AND MUTUAL RELEASE This Separation Agreement and Mutual Release (“Agreement”) is made by and between Mardi C. Dier (“Employee”) and ACELYRIN, INC. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by the Company; WHEREAS, Employee signed a Proprietary Information an |
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August 2, 2023 |
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): August 2, 2023 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: |
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June 15, 2023 |
Exhibit 99.1 ACELYRIN, INC. Reports First Quarter 2023 Financial Results and Recent Highlights Initial Public Offering generated gross proceeds of $621 million; net proceeds of $573.7 million – Strong cash position of $289.2 million at end of Q1 2023 –$862.9 million from IPO net proceeds and existing cash balance on March 31, 2023 expected to fund key milestones across all three clinical programs |
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June 15, 2023 |
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): June 15, 2023 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Numbe |
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May 19, 2023 |
SLRN / Acelyrin Inc / Westlake BioPartners Fund II, L.P. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* ACELYRIN, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 00445A100 (CUSIP Number) Westlake BioPartners, LLC 3075 Townsg |
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May 19, 2023 |
EX-99.1 2 tm2316326d3ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of ACELYRIN, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934 |
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May 19, 2023 |
EX-99.3 4 d491683dex993.htm EX-99.3 Exhibit 99.3 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Lincoln Benet and Alejandro Moreno, and each of them individually, the undersigned’s true and lawful attorney-in-fact to: • execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of ACELYRIN, INC. (the |
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May 19, 2023 |
EX-99.2 Exhibit 99.2 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or |
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May 19, 2023 |
SLRN / Acelyrin Inc / CITADEL ADVISORS LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* ACELYRIN, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (the “Shares”) (Title of Class of Securities) 00445A100 (CUSIP Nu |
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May 19, 2023 |
LOCK-UP AGREEMENT February 7, 2023 EX-99.1 Exhibit 99.1 LOCK-UP AGREEMENT February 7, 2023 Morgan Stanley & Co. LLC Jefferies LLC Cowen and Company, LLC Piper Sandler & Co. As representatives of the several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Piper Sandler |
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May 19, 2023 |
SLRN / Acelyrin Inc / AI ACEL LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ACELYRIN, INC. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 00445A100 (CUSIP Number) Alejandro Moreno Langhorne S. Perrow c/o Access Industries, Inc. 40 West 57th St., 28th Floor New York, New York 10019 (212) 24 |
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May 9, 2023 |
Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACELYRIN, INC. ACELYRIN, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: ONE: The name of this corporation is ACELYRIN, INC. The date of filing of the original certificate of incorporation of this corporation with the Secret |
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May 9, 2023 |
Amended and Restated Bylaws of the Registrant. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ACELYRIN, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of ACELYRIN, INC. (the “Corporation”) in the State of Delaware and the name of the Corporation’s registered agent at such address shall be as set forth in the certificate of incorporation of the Corporation (as the same may be amended and/or resta |
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May 9, 2023 |
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): May 9, 2023 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 001-41696 85-2406735 (State or other jurisdiction of incorporation) (Commission File Number) |
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May 9, 2023 |
EX-99.1 Exhibit 99.1 ACELYRIN, INC. Announces Closing of Upsized Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares LOS ANGELES, May 9, 2023 — ACELYRIN, INC. (Nasdaq: SLRN), a late-stage clinical biopharma company focused on accelerating the development and delivery of transformative medicines in immunology, today announced the closing of its previously |
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May 8, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ACELYRIN, 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, $0.001 par value pe |
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May 8, 2023 |
As filed with the Securities and Exchange Commission on May 8, 2023 S-8 As filed with the Securities and Exchange Commission on May 8, 2023 Registration No. |
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May 5, 2023 |
30,000,000 Shares Common Stock 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-271244 and 333-271661 30,000,000 Shares Common Stock ACELYRIN, INC. is offering 30,000,000 shares of its common stock. This is our initial public offering, and no public market exists for our common stock. The initial public offering price is $18.00 per share. Our common stock has been approved for listing on the Nasdaq |
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May 4, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) ACELYRIN, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equi |
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May 4, 2023 |
As filed with the Securities and Exchange Commission on May 4, 2023. As filed with the Securities and Exchange Commission on May 4, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACELYRIN, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-2406735 (State or other jurisdiction of incorporation or organization) (Primary Stand |
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May 3, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 ACELRYIN, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee(4) Fees to Be Paid Equity Common Stock, par value $0.00001 per share 457(a) 30,475,0 |
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May 3, 2023 |
As filed with the Securities and Exchange Commission on May 3, 2023. S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 3, 2023. |
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May 2, 2023 |
ACELYRIN, INC. 4149 Liberty Canyon Road Agoura Hills, California 91301 CORRESP ACELYRIN, INC. 4149 Liberty Canyon Road Agoura Hills, California 91301 May 2, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice, Suzanne Hayes, Ibolya Ignat, Vanessa Robertson Re: ACELYRIN, INC. Registration Statement on Form S-1, as amended (File No. 333-271244) Requ |
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May 2, 2023 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ACELYRIN, INC. |
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May 2, 2023 |
[Signature Page to the Underwriters’ Acceleration Request] CORRESP Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Jefferies LLC 520 Madison Avenue New York, New York 10022 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Piper Sandler & Co. 800 Nicollet Mall, Suite 800 Minneapolis, Minnesota 55402 May 2, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F |
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May 1, 2023 |
Form of Underwriting Agreement. Exhibit 1.1 [ ] Shares ACELYRIN, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT [ ], 2023 [ ], 2023 Morgan Stanley & Co. LLC Jefferies LLC Cowen and Company, LLC Piper Sandler & Co. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New Yo |
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May 1, 2023 |
ACELYRIN, INC. Severance Plan. Exhibit 10.9 ACELYRIN, INC. SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION (Adopted by the Board of Directors on , 2023) 1. Introduction. The purpose of this ACELYRIN, INC. Severance Plan (the “Plan”) is to provide assurances of specified severance benefits to eligible employees of the Company whose employment is involuntarily terminated other than for Cause or who resign for Good Reason under the ci |
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May 1, 2023 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACELYRIN, INC. ACELYRIN, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: ONE: The name of this corporation is ACELYRIN, INC. The date of filing of the original certificate of incorporation of this corporation with the |
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May 1, 2023 |
ACELYRIN, INC. 2023 Non-Employee Director Compensation Policy. EX-10.8 Exhibit 10.8 ACELYRIN, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ADOPTED: [ ], 2023 Each member of the Board of Directors (the “Board”) of ACELYRIN, INC. (the “Company”) who is not also serving as an employee of or consultant to the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compen |
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May 1, 2023 |
EX-10.10 Exhibit 10.10 ACELYRIN, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of , and is between ACELYRIN, INC., a Delaware corporation (together with its subsidiaries, the “Company”), and (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers |
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May 1, 2023 |
ACELYRIN, INC. Cash Incentive Plan. EX-10.14 Exhibit 10.14 ACELYRIN, INC. CASH INCENTIVE BONUS PLAN Adopted by the Board of Directors on [●] 1. Purposes of the Plan. The Plan is intended to secure and retain the services of Participants, to provide incentives for Participants to exert maximum efforts for the success of the Company and its Affiliates and to provide a means by which Participants may earn cash payments upon the achieve |
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May 1, 2023 |
Exhibit 10.4 ACELYRIN, INC. STOCK OPTION GRANT NOTICE (2023 EQUITY INCENTIVE PLAN) ACELYRIN, INC. (the “Company”), pursuant to its 2023 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in the Plan, an |
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May 1, 2023 |
Exhibit 10.5 ACELYRIN, INC. RSU AWARD GRANT NOTICE (2023 EQUITY INCENTIVE PLAN) ACELYRIN, INC. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2023 Equity Inc |
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May 1, 2023 |
EX-3.5 Exhibit 3.5 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACELYRIN, INC. ACELYRIN, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The name of the Corporation is ACELYRIN, INC. The Certificate of Incorporation of the Cor |
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May 1, 2023 |
EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ACELYRIN, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of ACELYRIN, INC. (the “Corporation”) in the State of Delaware and the name of the Corporation’s registered agent at such address shall be as set forth in the certificate of incorporation of the Corporation (as the same may be amended and/o |
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May 1, 2023 |
As filed with the Securities and Exchange Commission on May 1, 2023. S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 1, 2023. |
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May 1, 2023 |
Form of Employment Agreement for Executive Officers. Exhibit 10.11 ACELYRIN, INC. [Date] Re: Employment Terms Dear [First Name]: On behalf of Acelyrin, Inc. (the “Company”), I am pleased to confirm your employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). 1. Employment by the Company. (a) Position. You will serve as the Company’s [ ]1. During the term of your employment with the Company, you will devote |
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May 1, 2023 |
ACELYRIN, INC. 2023 Equity Incentive Plan. EX-10.3 Exhibit 10.3 ACELYRIN, INC. 2023 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [ ], 2023 APPROVED BY THE STOCKHOLDERS: [ ], 2023 IPO DATE: [ ], 2023 TABLE OF CONTENTS Page 1. GENERAL. 1 2. SHARES SUBJECT TO THE PLAN. 1 3. ELIGIBILITY AND LIMITATIONS. 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS. 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS. 7 6. ADJUSTMENTS UPON CH |
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May 1, 2023 |
Form of Common Stock Certificate of the Registrant. Exhibit 4.1 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PO PAR VALUE $0.00001 MR ADD ADD ADD ADD 4 3 2 1 A Box DESIGNATION SAMPLE 43004, Certificate Shares (IF Number * * 000000 ****************** * * * 000000 ***************** ANY) ZQ00000000 **** 000000 **************** Providence ***** 000000 *************** RI ACELYRIN, INC. ****** 000000 ************** INCO |
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May 1, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 ACELRYIN, INC. |
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May 1, 2023 |
ACELYRIN, INC. 2023 Employee Stock Purchase Plan. EX-10.6 Exhibit 10.6 ACELYRIN, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [ ], 2023 APPROVED BY THE STOCKHOLDERS: [ ], 2023 IPO DATE: [ ], 2023 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Co |
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April 20, 2023 |
BY EDGAR Chadwick Mills T: (650) 843-5654 [email protected] *FOIA Confidential Treatment Request* Confidential Treatment Requested by ACELYRIN, INC. In connection with its Registration Statement on Form S-1 (File No. 333-271244) April 20, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy P |
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April 13, 2023 |
EX-10.12 Exhibit 10.12 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AND COLLABORATION AGREEMENT THIS LICENSE AND COLLABORATION AGREEMENT (the “Agreement”), entered into as of August 9, 2021 (the “Effective Date”), by and between Affibody AB, a Swedish company |
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April 13, 2023 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACELYRIN, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ACELYRIN, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of this cor |
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April 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 ACELRYIN, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equity Common Stock, par value $0.00001 per share(3)(4) 457(o) — — $100 |
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April 13, 2023 |
EX-4.2 Exhibit 4.2 ACELYRIN, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of September, 2022, by and among ACELYRIN, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. RECITALS WHE |
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April 13, 2023 |
EX-21.1 Exhibit 21.1 Subsidiaries of ACELYRIN, INC. Name Jurisdiction of Incorporation WH2, LLC Delaware |
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April 13, 2023 |
CORRESP Chadwick Mills T: (650) 843-5654 [email protected] April 13, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy Polynice Suzanne Hayes Ibolya Ignat Vanessa Robertson Re: ACELYRIN, INC. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted on March 24, 2023 CIK No. 00 |
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April 13, 2023 |
EX-10.13 Exhibit 10.13 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. CONFIDENTIAL LICENSE AND COMMERCIALIZATION AGREEMENT THIS LICENSE AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of March 25, 2021 (“Effective Date”) is entered into between Pierre Fabre Medic |
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April 13, 2023 |
EX-2.1 Exhibit 2.1 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG ACELYRIN, INC., WH1, INC., WH2, LLC, VALENZABIO, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of December 20, 2022 TABLE OF CONTE |
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April 13, 2023 |
Exhibit 10.2 NON-QUALIFIED STOCK OPTION GRANT NOTICE – NON-U.S. UNDER THE ACELYRIN, INC. 2020 STOCK OPTION AND GRANT PLAN Pursuant to the ACELYRIN, INC. 2020 Stock Option and Grant Plan (the “Plan”), ACELYRIN, INC., a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Expiration |
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April 13, 2023 |
ValenzaBio, Inc. Stock Plan and forms thereunder. EX-10.7 Exhibit 10.7 VALENZABIO, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: February 14, 2020 APPROVED BY THE STOCKHOLDERS: February 14, 2020 TERMINATION DATE: February 13, 2030 1. General. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the followi |
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April 13, 2023 |
Power of Attorney (included on signature page). S-1 Table of Contents As filed with the Securities and Exchange Commission on April 13, 2023. |
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April 13, 2023 |
ACELYRIN, INC. 2020 Stock Option and Grant Plan, as amended. EX-10.1 6 d414396dex101.htm EX-10.1 Exhibit 10.1 ACELYRIN, INC. 2020 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the ACELYRIN, INC. 2020 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of ACELYRIN, INC., a Delaware corporatio |
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April 13, 2023 |
Bylaws of the Registrant, as currently in effect. EX-3.3 Exhibit 3.3 ACELYRIN, INC. BYLAWS Adopted July 31, 2020 ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall ea |
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March 24, 2023 |
EX-10.2 Exhibit 10.2 NON-QUALIFIED STOCK OPTION GRANT NOTICE – NON-U.S. UNDER THE ACELYRIN, INC. 2020 STOCK OPTION AND GRANT PLAN Pursuant to the ACELYRIN, INC. 2020 Stock Option and Grant Plan (the “Plan”), ACELYRIN, INC., a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Ex |
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March 24, 2023 |
EX-10.7 Exhibit 10.7 VALENZABIO, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: February 14, 2020 APPROVED BY THE STOCKHOLDERS: February 14, 2020 TERMINATION DATE: February 13, 2030 1. General. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the followi |
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March 24, 2023 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 24, 2023. |
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March 24, 2023 |
LICENSE AND COLLABORATION AGREEMENT EX-10.12 Exhibit 10.12 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AND COLLABORATION AGREEMENT THIS LICENSE AND COLLABORATION AGREEMENT (the “Agreement”), entered into as of August 9, 2021 (the “Effective Date”), by and between Affibody AB, a Swedish company |
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March 24, 2023 |
EX-3.1 3 filename3.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACELYRIN, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ACELYRIN, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. Th |
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March 24, 2023 |
ACELYRIN, INC. Adopted July 31, 2020 ARTICLE I EX-3.3 Exhibit 3.3 ACELYRIN, INC. BYLAWS Adopted July 31, 2020 ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall ea |
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March 24, 2023 |
(i) not material and (ii) would be competitively harmful if publicly disclosed. EX-10.13 Exhibit 10.13 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. CONFIDENTIAL LICENSE AND COMMERCIALIZATION AGREEMENT THIS LICENSE AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of March 25, 2021 (“Effective Date”) is entered into between Pierre Fabre Medic |
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March 24, 2023 |
DRSLTR Chadwick Mills T: (650) 843-5654 [email protected] March 24, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy Polynice Suzanne Hayes Ibolya Ignat Vanessa Robertson Re: ACELYRIN, INC. Draft Registration Statement on Form S-1 Submitted on February 10, 2023 CIK No. 0001962918 Ladies a |
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March 24, 2023 |
Subsidiaries of ACELYRIN, INC. EX-21.1 11 filename11.htm Exhibit 21.1 Subsidiaries of ACELYRIN, INC. Name Jurisdiction of Incorporation WH2, LLC Delaware |
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March 24, 2023 |
ACELYRIN, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT EX-4.2 Exhibit 4.2 ACELYRIN, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of September, 2022, by and among ACELYRIN, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. RECITALS WHE |
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March 24, 2023 |
ACELYRIN, INC. 2020 STOCK OPTION AND GRANT PLAN EX-10.1 Exhibit 10.1 ACELYRIN, INC. 2020 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the ACELYRIN, INC. 2020 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of ACELYRIN, INC., a Delaware corporation (including any successor e |
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March 24, 2023 |
EX-2.1 Exhibit 2.1 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG ACELYRIN, INC., WH1, INC., WH2, LLC, VALENZABIO, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of December 20, 2022 TABLE OF CONTE |
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February 10, 2023 |
DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 10, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REG |