ALUMIS INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Equity Securities Equity Plan-Related Issuances From April 1, 2024 through June 30, 2024, we granted to certain directors, officers, employees, consultants and other service providers options to purchase an aggregate of (i) 1,276,629 shares of our common stock under our 2021 Plan at exercise prices ranging from $10.19 to $13.32 per share, (ii) 1,880,680 shares of our common stock under our 2024 POP at an exercise price of $10.19 per share and (iii) 163,131 shares of our common stock under our 2024 EIP at an exercise price of $16.00 per share. Redeemable Convertible Preferred Stock Issuances In May 2024, we sold an aggregate of 41,264,892 shares of our Series C redeemable convertible preferred stock at a purchase price of $3.13826 per share. The aggregate purchase price for the Series C redeemable convertible preferred shares was $129,499,960.08. Concurrent Private Placement In connection with the IPO, we completed a concurrent private placement that closed on July 17, 2024, in which we issued and sold 2,500,000 shares of common stock at $16.00 per share, the IPO price, to AyurMaya Capital Management Fund, LP, an existing investor. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising. Use of Proceeds from our Initial Public Offering of Common Stock and Concurrent Private Placement On June 27, 2024, our Registration Statement on Form S-1, as amended (File No. 333-280068) (Registration Statement), was declared effective in connection with our IPO, pursuant to which we sold an aggregate of 13,125,000 shares of our common stock at a price to the public of $16.00 per share. Morgan Stanley & Co. LLC, Leerink Partners LLC, Cantor Fitzgerald & Co. and Guggenheim Securities, LLC acted as joint book-running managers. The IPO closed on July 1, 2024. The aggregate net proceeds from the IPO were approximately $193.2 million, after deducting underwriting discounts and commissions and other offering costs of $16.8 million. The offering terminated after the sale of all securities registered pursuant to the Registration Statement. No payments for such expenses were made directly or indirectly to (i) any of our 109 Table of Contents officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. We intend to use the net proceeds we received from the IPO and Concurrent Private Placement primarily to fund clinical development and related studies for our product candidates as well as our activities in preparation for such clinical development. There has been no material change in the planned use of proceeds from our IPO as described in the Prospectus. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.