Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of the Effectiveness of Disclosure Controls and Procedures
As of December 31, 2025, management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive officer and principal financial officer, or persons performing similar functions, and effected by a company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of a company’s assets;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of the company’s management and directors; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013 framework). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Management excluded certain elements of internal control over financial reporting of ACELYRIN from its assessment of the Company’s internal control over financial reporting as of December 31, 2025, because ACELYRIN was acquired by the Company in a purchase business combination during 2025. Subsequent to the acquisition, certain elements of ACELYRIN’s internal control over financial reporting and related processes were integrated into the Company’s existing systems and internal control over financial reporting. Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. The
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excluded elements represent controls over approximately 5% of consolidated total assets, 10% of consolidated total liabilities, 0% of consolidated total revenue and 2% of consolidated total operating expenses.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Trading Arrangements
During the fourth quarter of 2025, neither the Company nor any of its director or officers adopted or terminated any 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c ) or any other non-Rule 10b5-1 trading arrangement.
“At the Market” Equity Offering Program
On March 18, 2026, we entered into the Sales Agreement with Cantor as sales agent, pursuant to which we may offer and sell, from time to time through Cantor, at our option, shares of our common stock having an aggregate offering price of up to $300.0 million.
The sales of the ATM Shares will be made by any method permitted that is deemed to be an “at-the-market” equity offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Select Market. We agreed to pay Cantor a commission of up to 3.0% of the aggregate gross proceeds from any ATM Shares sold by Cantor.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 10.24 to this Annual Report on Form 10-K.
The foregoing disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our Board of Directors
Our business affairs are managed under the direction of our board of directors (the “Board”), which currently consists of seven members. Six of our directors are independent within the meaning of the listing standards of The Nasdaq Stock Market (“Nasdaq”). Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term, the terms of office of the respective classes expiring in successive years. Vacancies on the Board may only be filled by the affirmative vote of a majority of the remaining directors then in office, and not by our stockholders. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified or such director’s earlier death, resignation or removal. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.
The following is a brief biography of each member of the Board, including their respective ages as of March 19, 2026.
Class I Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Srinivas Akkaraju, M.D., Ph.D. , age 57, has served as a member of the Board since March 2024. Dr. Akkaraju is a founder and managing member of Samsara BioCapital, a venture capital firm, a position he has held since March 2017, and has been a co-founder and director of Kalaris Therapeutics since August 2025. From April 2013 to February 2016, Dr. Akkaraju served as a general partner of Sofinnova Ventures, a venture capital firm. From January 2009 to April 2013, Dr. Akkaraju served as managing director of New Leaf Venture Partners, a venture capital firm. Dr. Akkaraju presently serves on the board of directors of vTv Therapeutics Inc., Scholar Rock Holding Corporation, Mineralys Therapeutics, Inc., Inventiva S.A., and numerous private biopharmaceutical companies. During the past five years, he served as a director of Syros Pharmaceuticals, Inc., Chinook Therapeutics, Inc., Jiya Acquisition Corp., and Intercept Pharmaceuticals, Inc. Dr. Akkaraju received an M.D. and a Ph.D. in Immunology from Stanford University and undergraduate degrees in Biochemistry and Computer Science from Rice University. We believe that Dr. Akkaraju’s extensive investment experience in the biopharmaceutical industry, as well as his scientific background and experience on numerous public and private company boards of directors make him well qualified to serve as a member of the Board.
Sapna Srivastava, Ph.D. , age 55, has served as a member of the Board since August 2022. From March 2021 to October 2021, Dr. Srivastava served as the interim Chief Financial Officer at eGenesis, Inc., a biopharmaceutical company. From September 2017 to January 2019, Dr. Srivastava served as the Chief Financial and Strategy Officer at Abide Therapeutics, Inc., a biopharmaceutical company acquired by H. Lundbeck A/S in 2019. From April 2015 to December 2016, Dr. Srivastava served as the Chief Financial and Strategy Officer at Intellia Therapeutics, Inc., a gene editing company. Previously, for nearly 15 years, Dr. Srivastava was a senior biotechnology analyst at Goldman Sachs, Morgan Stanley, and ThinkEquity Partners, LLC. Dr. Srivastava began her career as a research associate at JP Morgan. Dr. Srivastava currently serves on the board of directors of the following public biopharmaceutical companies: Aura Biosciences, Inc. and Nuvalent, Inc. Dr. Srivastava holds a Ph.D. from New York University School of Medicine and a B.Sc. from St. Xavier’s College, University of Bombay. We believe that Dr. Srivastava’s experience in the pharmaceutical industry makes her well qualified to serve as a member of the Board.
Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
James B. Tananbaum, M.D. , age 62, has served as a member of the Board since May 2021. Dr. Tananbaum is currently the President, Chief Executive Officer and a director of Foresite Capital Management, a U.S.-focused healthcare investment firm, which he founded in 2010. From 2000 to 2010, Dr. Tananbaum served as Co-Founder and Managing Director of Prospect Venture Partners L.P. II and III, healthcare venture partnerships. Dr. Tananbaum was also the Founder of GelTex, Inc. in 1991, an intestinal medicine pharmaceutical company acquired by Sanofi-Genzyme, and Theravance, Inc. in 1997 (now Theravance Biopharma, Inc., a diversified biopharmaceutical company focused on organ-
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selective medicines, and Innoviva, Inc., a respiratory-focused healthcare asset management company partnered with Glaxo Group Limited). Dr. Tananbaum presently serves on the board of directors of Eikon Therapeutics, Inc., among other companies. During the past five years, Dr. Tananbaum served on the boards of directors of Fabric Genomics, Inc., Quantum-SI Incorporate, Gemini Therapeutics, Inc., and Kinnate Biopharma Inc., among other companies. Dr. Tananbaum received an M.D. and an M.B.A. from Harvard University, and a B.S. and a B.S.E.E. from Yale University in Applied Math and Computer Science. We believe Dr. Tananbaum’s significant executive leadership experience and experience in the healthcare industry make him well qualified to serve as a member of the Board.
Lynn Tetrault, J.D. , age 63, has served as a member of our Board since May 2025. Ms. Tetrault currently serves as the Chair of the board of directors of NeoGenomics, Inc., and has been a member of its board of directors since June 2015. Ms. Tetrault has also served as a member of the board of directors of Rhythm Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, since December 2020, and previously served as a member of the board of directors of ACELYRIN, Inc. from December 2023 until May 2025. Previously, Ms. Tetrault served in a variety of executive roles at AstraZeneca PLC from 1993 to 2014 including most recently as Executive Vice President of Human Resources and Corporate Affairs from 2007 to 2014. Ms. Tetrault has a B.A. from Princeton University and a J.D. from the University of Virginia Law School. We believe Ms. Tetrault’s decades of experience in the pharmaceutical industry makes her well qualified to serve as a member of our Board.
Zhengbin (Bing) Yao, Ph.D. , age 60, has served as a member of the Board since June 2021. From May 2021 to the present, Dr. Yao served as the Chief Executive Officer and chairman of the board of directors of ArriVent Biopharma, a biotechnology company. From March 2018 to March 2021, Dr. Yao served as the Chief Executive Officer, President, and from January 2019 to March 2021 also as chairman of the board of directors of Viela Bio, Inc., a biotechnology company, until it was acquired by Horizon Therapeutics in March 2021. From October 2010 to February 2018, Dr. Yao served as Senior Vice President, Head of Respiratory, Inflammation, Autoimmune iMED at MedImmune, the biologics division of AstraZeneca plc and from October 2015 to February 2018 also as Senior Vice President, Head of Immuno-Oncology Franchise. From March 2008 to September 2010, Dr. Yao served as Head of PTL for Immunology, Infectious Diseases, Neuroscience, and Metabolic Disease at Genentech, Inc., a biopharmaceutical company. From October 2000 to September 2007, Dr. Yao held various leadership roles at Tanox Inc., a biopharmaceutical company, and was Vice President and Head of Research before it was acquired by Genentech, Inc. in 2007. Dr. Yao currently serves on the board of directors of Visen Pharmaceuticals, a biopharmaceutical company, and Nikang Therapeutics, Inc., a biotechnology company. Dr. Yao received his Ph.D. in Microbiology and Immunology from the University of Iowa and M.S. in Immunology from Anhui Medical University in Anhui, China. We believe Dr. Yao’s significant experience in the biopharmaceutical industry, particularly in autoimmune disease, and his experience serving as a chief executive officer of a publicly traded biotechnology company make him well qualified to serve as a member of the Board.
Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Martin Babler , age 61, has served as our President, Chief Executive Officer, and Chairman of the Board since September 2021. From April 2011 until October 2020, he served as President and Chief Executive Officer at Principia Biopharma Inc., a biotechnology company acquired by Sanofi S.A. From December 2007 to April 2011, Mr. Babler served as President and Chief Executive Officer of Talima Therapeutics, Inc., a pharmaceutical company. From 1998 to 2007, Mr. Babler held several positions at Genentech, Inc., a biopharmaceutical company, most notably as Vice President, Immunology Sales and Marketing. Mr. Babler presently serves on the board of directors of Prelude Therapeutics Inc. and the non-profit organization Biotechnology Innovation Organization, and previously served on the board of directors of 89bio Inc., Sardona Therapeutics, Inc., Neoleukin Therapeutics, Inc., and Omega Alpha SPAC. Mr. Babler received a Swiss Federal Diploma in pharmacy from the Federal Institute of Technology in Zurich and completed the Executive Development Program at the Kellogg Graduate School of Management at Northwestern University. We believe that Mr. Babler’s industry and leadership roles, and his knowledge of Alumis as Chief Executive Officer, makes him well qualified to serve on the Board.
Alan B. Colowick, M.D., M.P.H. , age 63, has served as a member of the Board since January 2022. Since April 2021, Dr. Colowick has served as the Senior Managing Director of Matrix Capital Management Company. From May 2017 to January 2021, Dr. Colowick served as a private equity partner at Sofinnova Ventures. From 2010 to 2017, Dr. Colowick held various positions at Celgene Corporation, a pharmaceutical company, including Executive Vice President. From 2008
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to 2010, Dr. Colowick was the Chief Executive Officer at Gloucester Pharmaceuticals, Inc., a pharmaceutical company, until its acquisition by Celgene in 2010. From 2006 to 2008, Dr. Colowick was President of Oncology for Geron Corporation, a biotechnology company, and from 2005 to 2006 was Chief Medical Officer of Threshold Pharmaceuticals, a pharmaceutical company. From 1999 to 2005, Dr. Colowick held various positions at Amgen Inc., a biopharmaceutical company. Dr. Colowick currently serves as a member on the board of directors of multiple private companies and previously served as a member on the board of directors of ACELYRIN, Inc. from November 2021 to May 2025. Dr. Colowick completed specialty training in Hematology-Oncology at the Dana Farber Cancer Institute/Brigham and Women’s Hospital. Dr. Colowick received a M.D. from Stanford University, a M.P.H from Harvard University, and a B.S. in Molecular Biology from the University of Colorado. We believe that Dr. Colowick’s extensive professional experience, as well as financial understanding of the biotechnology industry, provide him with the qualifications and skills to serve as a member of the Board.
Patrick Machado, J.D. , age 62, has served as a member of the Board since June 2024. Mr. Machado was a co-founder of Medivation, Inc., a biopharmaceutical company, and served as its chief business officer from December 2009 to April 2014 and as its chief financial officer from December 2004 until his retirement in April 2014. From 1998 to 2001, Mr. Machado worked with ProDuct Health, Inc., a medical device company, as senior vice president, chief financial officer and earlier as general counsel. Upon ProDuct Health Inc.’s acquisition by Cytyc Corporation, a diagnostic and medical device company, he served as a consultant to Cytyc Corporation to assist with transitional matters from 2001 to 2002. Earlier in his career, Mr. Machado worked for Morrison & Foerster LLP, an international law firm, and for the Massachusetts Supreme Judicial Court. Mr. Machado serves as a member of the boards of directors of Arcus Biosciences, Inc. and Xenon Pharmaceuticals, Inc., both of which are publicly traded biopharmaceutical companies. Mr. Machado also chairs the board of directors of Prota Therapeutics, and is a member of the board of directors of Avenzo Therapeutics, both of which are privately held biopharmaceutical companies. Mr. Machado previously served on the board of directors of publicly traded companies, such as Adverum Biotechnologies from March 2017 to December 2025, ACELYRIN, Inc. from April 2021 to May 2025, Chimerix, Inc. from June 2014 to June 2024, Turnstone Biologics Inc. from August 2018 to April 2024, Turning Point Therapeutics, Inc. from May 2019 to September 2022, Endocyte, Inc. from February 2018 to December 2018, Axovant Sciences, Inc. from June 2017 to February 2018, SCYNEXIS, Inc. from September 2015 to June 2019, Medivation, Inc. from April 2014 to September 2016, Inotek Pharmaceuticals Corporation (now Rocket Pharmaceuticals, Inc.) from August 2016 to January 2018, and Principia Biopharma Inc. from June 2019 to September 2020; and on the board of directors of privately held companies such as Roivant Sciences, Ltd. from October 2016 to June 2022, and Therachon AG from January 2019 to July 2019. Mr. Machado received a J.D. from Harvard Law School and a B.A. in German and a B.S. in Economics from Santa Clara University. We believe that Mr. Machado’s extensive experience dealing with the operational and financial issues of biopharmaceutical companies provide him with the qualifications and skills to serve on the Board.
Family Relationships
There are no family relationships among any of our current directors and executive officers.
Role of Board in Risk Oversight
One of the key functions of the Board is to oversee our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us.
The Board also focuses on emerging risks, as well as risk mitigation strategies. Our Audit Committee has the responsibility to consider and discuss, with management and our independent auditors, the major financial risk exposures and the steps our management should take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management are undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements, as well as cyber-security risk, in addition to overseeing our internal control over financial reporting and disclosure controls and procedures. Our Compensation Committee also assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk taking.
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Committees of Board of Directors
The Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Science and Technology Committee. The composition and responsibilities of each of the committees of the Board are described below. Members serve on these committees until their resignation or until otherwise determined by the Board. Each committee has adopted a written charter that satisfies the application rules and regulation of the SEC and the listing requirements and rules of The Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”), which we have posted to our website at www.alumis.com. The Board may establish other committees as it deems necessary or appropriate from time to time.
Name
Audit
Compensation
Nominating and
Corporate Governance
Science and
Technology
Martin Babler
Srinivas Akkaraju, M.D., Ph.D (1)
X
X
Alan B. Colowick, M.D., M.P.H.
X
X
*
X
Patrick Machado, J.D. (2)
X
*
X
Sapna Srivastava, Ph.D.
X
*
James B. Tananbaum, M.D.
X
X
Lynn Tetrault, J.D. (3)
X
Zhengbin Yao, Ph.D. (4)
X
X
*
* Designates Committee Chairperson.
(1) Dr. Akkaraju was appointed to the Audit Committee effective June 21, 2024.
(2) Mr. Machado was appointed to each of the Audit Committee and Corporate Governance Committee effective June 21, 2024.
(3) Ms. Tetrault was appointed to the Compensation Committee effective June 3, 2025.
(4) Dr. Yao ceased serving on the Compensation Committee and was appointed to the Corporate Governance Committee effective June 3, 2025.
Audit Committee
Our Audit Committee currently consists of Srinivas Akkaraju, Alan Colowick and Patrick Machado, each of whom satisfies the independence requirements under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The chair of the Audit Committee is Patrick Machado, who qualifies as an “audit committee financial expert” within the meaning of SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.
The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial-statement audits, and to oversee our independent registered accounting firm. Specific responsibilities of our Audit Committee include:
● helping the Board oversee its corporate accounting and financial reporting processes;
● managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;
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● developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
● reviewing related person transactions;
● obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and
● approving, or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.
Compensation Committee
Our Compensation Committee consists of Alan Colowick, James Tananbaum and Lynn Tetrault. The chair of the Compensation Committee is Alan Colowick. The Board has determined that each member of our Compensation Committee is independent under the Nasdaq Listing Rules.
The primary purpose of Compensation Committee is to discharge the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers and directors. Specific responsibilities of our Compensation Committee include:
● reviewing and approving the compensation of our chief executive officer, other executive officers and senior management;
● reviewing and recommending to the Board the compensation paid to our directors;
● reviewing and approving the compensation arrangements with our executive officers and other senior management;
● administering our equity incentive plans and other benefit programs;
● reviewing, adopting, amending and terminating, incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management;
● reviewing, evaluating and recommending to the Board succession plans for our executive officers; and
● reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation strategy, including base salary, incentive compensation and equity-based grants, to assure that it promotes stockholder interests and supports our strategic and tactical objectives, and that it provides for appropriate rewards and incentives for our management and employees.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Patrick Machado, Sapna Srivastava and Zhengbin Yao. The chair of our Nominating and Corporate Governance Committee is Sapna Srivastava. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the Nasdaq Listing Rules.
Specific responsibilities of our Nominating and Corporate Governance Committee include:
● identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;
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● considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board;
● instituting plans or programs for the continuing education of the Board and orientation of new directors;
● developing and making recommendations to the Board regarding corporate governance guidelines and matters; and
● overseeing periodic evaluations of the Board’s performance, including committees of the Board and management.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our website at www.alumis.com. We intend to disclose on our website any future amendments to our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics.
Insider Trading Policy
We have adopted an insider trading policy applicable to our directors, officers and employees and other covered persons, governing the purchase, sale and other dispositions of our securities (the “Insider Trading Policy”). We believe that the Insider Trading Policy is reasonably designed to promote compliance with applicable U.S. insider trading laws, rules and regulations, and listing standards applicable to us. The Insider Trading Policy is filed as Exhibit 19.1 to our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Compensation Committee Interlocks and Insider Participation
Each member of our Compensation Committee is a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act and independent within the meaning of the independent director guidelines of Nasdaq. None of the members of our Compensation Committee was or is one of our officers or employees, and none of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serves on the Board or the Compensation Committee.
Our Executive Officers
The following table presents certain information with respect to our executive officers as of March 19, 2026.
Name
Age
Position
Martin Babler
61
President and Chief Executive Officer, Chairman of the Board
Mark Bradley
61
Chief Development Officer
Jörn Drappa, M.D., Ph.D.
61
Chief Medical Officer
David M. Goldstein, Ph.D.
60
Chief Scientific Officer
Roy Hardiman
66
Chief Business and Strategy Officer
John Schroer
60
Chief Financial Officer
Sanam Pangali
42
Chief Legal Officer and Corporate Secretary
Martin Babler. Biographical information regarding Mr. Babler is set forth above under “—Our Board of Directors.”
Mark Bradley has served as our Chief Development Officer since May 2021. From November 2020 to March 2021, Mr. Bradley served as Senior Vice President and Site Head at The Bristol-Myers Squibb Company, a biopharmaceutical
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company, after its acquisition of MyoKardia, Inc., a precision medicine company focused on treating cardiovascular diseases, in November 2020. From November 2017 to November 2020, Mr. Bradley held roles of increasing responsibility at MyoKardia, most recently as Senior Vice President, Development. From 2004 to 2017, Mr. Bradley held roles of increasing responsibility at Genentech, Inc., a biopharmaceutical company, most recently as Head, Business Management gRED Clinical Operations. Mr. Bradley began his career at UCSF in public health research. Mr. Bradley received an M.A. and B.A. from University of California, Berkeley.
Jörn Drappa, M.D., Ph.D., has served as our Chief Medical Officer and Head of Research and Development since September 2022. From February 2018 to March 2021, Dr. Drappa served as the Chief Medical Officer and Head of Research and Development at Viela Bio, Inc., a biotechnology company. From May 2011 to February 2018, Dr. Drappa served in various roles at MedImmune, the biologics division of AstraZeneca plc, including as Vice President of Clinical Development. From August 2008 to May 2011, Dr. Drappa served as Senior Medical Director for the Inflammation and Autoimmune assets at Genentech, Inc., a biopharmaceutical company. Dr. Drappa received his M.D. and a Ph.D. from the University of Cologne in Germany. He performed his postgraduate studies at Cornell Medical School/Hospital for Special Surgery, followed by residency at New York Hospital and rheumatology fellowship at the Hospital for Special Surgery.
David M. Goldstein, Ph.D., has served as our Chief Scientific Officer since September 2021. From September 2020 to September 2021, Dr. Goldstein served as Site Head and Chief Scientific Officer of Principia Biopharma Inc., a biopharmaceutical company acquired by Sanofi S.A.in September 2020. From March 2016 to September 2020, Dr. Goldstein served in various roles at Principia Biopharma Inc., including as the Chief Scientific Officer from March 2016 to September 2020. From July 1994 to February 2011, Dr. Goldstein held positions of increasing responsibility at Roche Holding AG, a pharmaceutical company, most recently serving as Senior Director, Medicinal Chemistry and Head of Inflammation Chemistry. Dr. Goldstein was also previously a Consulting Assistant Professor at Stanford University. Dr. Goldstein received a Ph.D. in chemistry from the University of Virginia and a B.A. in chemistry from Franklin and Marshall College.
Roy Hardiman has served as our Chief Business and Strategy Officer since January 2025, Chief Business Officer since September 2024, and as Chief Business and Legal Officer from September 2021 to September 2024. From January 2015 to September 2020, Mr. Hardiman served as the Chief Business Officer and Chief Legal Officer of Principia Biopharma Inc., a biotechnology company acquired by Sanofi S.A.in 2020. From 2010 to 2012, Mr. Hardiman was a director of Pharmacyclics Inc., a biopharmaceutical company, and chaired its Nominating and Corporate Governance Committee. From 1990 to 2009, Mr. Hardiman held leadership positions at Genentech, Inc., a biopharmaceutical company, including Vice President of Alliance Management, Vice President, Corporate Law and Assistant Secretary, Director and Far East Representative, Business Development. From 1987 to 1990, Mr. Hardiman was an attorney at Morrison & Foerster LLP. Mr. Hardiman received his J.D. from University of California, Los Angeles School of Law, his M.A. in Biology and his B.A. in pharmacology from University of California, Santa Barbara.
John Schroer has served as our Chief Financial Officer since May 2022. From February 2021 to February 2022, Mr. Schroer served as Chief Financial Officer at ArsenalBio Inc., a biotechnology company. From May 2018 to December 2020, Mr. Schroer served as Chief Financial Officer and Treasurer at Translate Bio, Inc., a biotechnology company acquired by Sanofi S.A. in 2021. From January 2014 to April 2018, Mr. Schroer served as a director and sector head — healthcare at Allianz Global Investors, a global asset management company. From 2009 to December 2013, Mr. Schroer served as President and Chief Investment Officer at Schroer Capital, LP, a financial services company that he founded. Mr. Schroer received a B.S. in History and International Relations and an M.B.A. from the University of Wisconsin-Madison.
Sanam Pangali, J.D. , has served as our Chief Legal Officer since July 2025. Prior to this, she held the role of Senior Vice President, Legal from September 2024 to July 2025. From November 2022 to September 2024, Ms. Pangali served in various leadership roles at ACELYRIN, Inc., including as Chief Legal Officer and Head of People from May 2024 to September 2024, Senior Vice President, Corporate Legal from October 2023 to May 2024 and Vice President, Corporate Legal from November 2022 to October 2023. Previously, Ms. Pangali was General Counsel at Snapdocs, Inc. from 2020 to 2021 and from 2019 through its acquisition by Sanofi S.A. in 2020, she served as Senior Director & Associate General Counsel at Principia Biopharma Inc. Between 2013 and 2019, Ms. Pangali held in-house legal roles after beginning her legal career in the Business & Finance practice groups at Morrison & Foerster LLP. Ms. Pangali earned her J.D. from the University of
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Pennsylvania Carey Law School and holds a B.A. in Political Science, with a minor in Economics, from the University of California, San Diego.
Item 11: Executive Compensation
Our named executive officers, including our principal executive officer and the two most highly compensated executive officers, as of December 31, 2025, were:
● Martin Babler, our President and Chief Executive Officer;
● David M. Goldstein, Ph.D., our Chief Scientific Officer; and
● Jörn Drappa, our Chief Medical Officer.
Summary Compensation Table
The following table presents information concerning the compensation of our named executive officers for the years ended December 31, 2025 and 2024, as applicable:
Non-Equity
Option
Incentive Plan
Salary
Awards
Compensation
Total
Name and Principal Position
Year
($)
($) (1)
($) (2)
($)
Martin Babler
President, Chief Executive Officer and Director
2025
680,830
4,743,220
524,239
5,948,289
2024
605,900
9,748,581
306,738
10,661,219
David M. Goldstein, Ph.D.
Chief Scientific Officer
2025
526,401
1,187,353
294,785
2,008,539
2024
466,500
2,593,094
184,868
3,244,462
Jörn Drappa, M.D., Ph.D.
Chief Medical Officer
2025
523,755
1,161,607
293,303
1,978,665
(1) Amounts reflect the aggregate grant date fair value of option awards granted to our named executive officers, computed in accordance with FASB ASC 718. Such amounts for 2024 also include the incremental fair value of $161,437 and $36,473, for Messrs. Babler and Goldstein, respectively, resulting from the modification of certain stock options on March 29, 2024, which reduced the exercise price of certain outstanding stock options held by Messrs. Babler and Goldstein, to $8.84. The incremental fair value was computed in accordance with FASB ASC 718 as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modification, based on the assumptions used for financial reporting purposes. The assumptions used in calculating the grant date fair value of the option awards reported in this column are set forth in Note 12 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
(2) The amounts disclosed represent annual performance bonuses. For more information, see the description of the annual performance bonuses in the subsection titled “—Narrative to the Summary Compensation Table—Annual Performance Bonus Opportunity” below.
Narrative to the Summary Compensation Table
Historically, our Board has been responsible for overseeing all aspects of our executive compensation programs. In making compensation determinations, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our company.
Our Board has historically determined our executive officers’ compensation and has typically reviewed and discussed management’s proposed compensation with our chief executive officer for all executives other than our chief executive officer. Based on those discussions and its discretion, our Board has then approved the compensation of each executive officer.
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Annual Base Salary
Base salaries for our executive officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account such named executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed periodically, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.
The 2025 annual base salaries for our named executive officers are set forth in the table below.
2025 Base
Salary
Name
($)
Martin Babler
680,830
David M. Goldstein, Ph.D.
526,401
Jörn Drappa, M.D., Ph.D.
523,755
2025 Annual Performance Bonus Opportunity
Our executive officers are eligible to earn an annual incentive bonus of up to a percentage of such executive officer’s annual base salary, based on the achievement of pre-established performance objectives determined by the Board.
For 2025, each of Mr. Babler, Dr. Goldstein and Dr. Drappa was eligible to receive a target bonus equal to 55%, 40% and 40% of their base salary, respectively, based on the achievement of certain corporate goals. In January 2026, the Board determined that the 2025 corporate goals were achieved at 140%. As a result, the Board approved annual performance bonuses for Mr. Babler, Dr. Goldstein and Dr. Drappa in the amounts of $524,239, $294,785 and $293,303, respectively, as reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.
Equity-Based Incentive Awards
Our equity award program is the primary vehicle for offering long-term incentives to our executive officers. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. To date, we have used stock option grants and RSUs for this purpose because we believe they are an effective means by which to align the long-term interests of our executive officers with those of our stockholders. We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees. Grants to our executive officers and other employees are made at the discretion of the Board and are not made at any specific time period during a year.
2025 Option Awards
During the fiscal year ended December 31, 2025, we granted options to each of our named executive officers, as shown in more detail in the “Outstanding Equity Awards at Fiscal Year End” table below.
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Outstanding Equity Awards at Fiscal Year End
The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2025.
Option Awards (1)
Stock Awards
Equity Incentive
Number of
Number of
Plan Awards:
Market Value
Securities
Securities
Number of
Number of
of Shares or
Underlying
Underlying
Securities
Option
Shares or
Units of
Unexercised
Unexercised
Underlying
Exercise
Units of Stock
Stock that
Options
Options
Unexercised
Price
Option
that Have Not
Have Not
Exercisable
Unexercisable
Unearned Options
Per Share
Expiration
Vested
Vested
Name
Grant Date
(#)
(#)
(#)
($) (2)
Date
(#)
($)
Martin Babler
9/15/2021
380,852
(3)
—
—
3.83
9/14/2031
—
—
1/27/2022
106,951
(4)(5)
2,229
—
8.84
1/26/2032
—
—
1/27/2022
534,759
(6)(7)
186,609
—
8.84
1/26/2032
—
—
6/22/2023
263,101
(8)(9)
93,182
—
8.84
6/22/2033
—
—
10/9/2023
107,028
(10)(11)
49,055
—
8.84
10/8/2033
—
—
3/29/2024
241,210
(12)(13)
135,681
—
8.84
3/28/2034
—
—
5/6/2024
—
—
478,288
(14)
10.19
5/5/2034
—
—
6/6/2024
245,989
(15)(16)
153,742
—
13.32
6/5/2034
—
—
6/27/2024
8,021
(17)
13,369
(17)
—
16.00
6/26/2034
—
—
2/18/2025
—
523,000
(18)
—
5.06
2/17/2035
—
—
7/29/2025
—
662,000
(19)
—
3.95
7/28/2035
—
—
7/29/2025
—
150,000
(19)
—
3.95
7/28/2035
—
—
David M. Goldstein, Ph.D.
1/27/2022
171,122
(6)(20)
59,715
—
8.84
1/26/2032
—
—
1/27/2022
42,780
(4)(21)
892
—
8.84
1/26/2032
—
—
6/22/2023
11,978
(8)(22)
5,303
—
8.84
6/22/2033
—
—
10/9/2023
30,642
(10)(23)
14,045
—
8.84
10/8/2033
—
—
6/6/2024
53,475
(15)(24)
33,422
—
13.32
6/5/2034
—
—
5/6/2024
—
—
206,074
(14)
10.19
5/5/2034
—
—
2/18/2025
—
180,000
(18)
—
5.06
2/17/2035
—
—
7/29/2025
—
107,950
(19)
—
3.95
7/28/2035
—
—
7/29/2025
—
—
—
—
—
27,000
(25)
263,520
(26)
Jörn Drappa, M.D., Ph.D.
8/29/2022
171,122
(27)(28)
28,521
—
8.84
8/29/2032
—
—
8/29/2022
85,561
(29)(30)
38,218
—
8.84
8/29/2032
—
—
6/22/2023
12,834
(8)(31)
4,546
—
8.84
6/22/2033
—
—
10/9/2023
18,652
(10)(32)
8,549
—
8.84
10/8/2033
—
—
3/29/2024
54,545
(12)(33)
30,682
—
8.84
3/28/2034
—
—
5/6/2024
—
—
70,802
(14)
10.19
5/5/2034
—
—
6/6/2024
64,171
(15)(34)
40,107
—
13.32
6/5/2034
—
—
6/27/2024
2,005
(17)
3,342
(17)
—
16.00
6/26/2034
—
—
2/18/2025
—
180,000
(18)
—
5.06
2/17/2035
—
—
7/29/2025
—
101,850
(19)
—
3.95
7/28/2035
—
—
7/29/2025
—
—
—
—
—
25,450
(25)
248,392
(26)
(1) All of the option awards prior to our IPO were granted under the 2021 Plan or our 2024 POP, and all of the option awards following our IPO were granted under our 2024 EIP.
(2) Except for Mr. Babler’s option award with a grant date of September 15, 2021, the exercise price of each of these options granted prior to March 29, 2024 was repriced to $8.84 per share in March 2024.
(3) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the
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September 15, 2021 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. This option is early exercisable and to the extent any of such shares are unvested as of a given date, any purchased shares will remain subject to a right of repurchase by us upon the termination of the service of the named executive officer. As of December 31, 2025, all shares have vested.
(4) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the January 27, 2022 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. This option is early exercisable and to the extent any of such shares are unvested as of a given date, any purchased shares will remain subject to a right of repurchase by us upon the termination of the service of the named executive officer.
(5) As of December 31, 2025, 104,722 shares have vested.
(6) Stock option award vests over a period of six years with 1/3rd of the shares underlying the option vesting on the second anniversary of the January 27, 2022 vesting commencement date and 1/48th of the remaining shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. This option is early exercisable and to the extent any of such shares are unvested as of a given date, any purchased shares will remain subject to a right of repurchase by us upon the termination of the service of the named executive officer.
(7) As of December 31, 2025, 348,150 shares have vested.
(8) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the May 22, 2023 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. This option is early exercisable and to the extent any of such shares are unvested as of a given date, any purchased shares will remain subject to a right of repurchase by us upon the termination of the service of the named executive officer.
(9) As of December 31, 2025, 169,919 shares have vested.
(10) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the October 9, 2023 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. The option award includes an early exercise feature.
(11) As of December 31, 2025, 57,973 shares have vested.
(12) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the March 29, 2024 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. This option is early exercisable and to the extent any of such shares are unvested as of a given date, any purchased shares will remain subject to a right of repurchase by us upon the termination of the service of the named executive officer.
(13) As of December 31, 2025, 105,529 shares have vested.
(14) Stock option award vests on the first date upon which both the performance-based condition (the “Performance Condition”) and the service-based condition (the “Service Condition”) are satisfied with respect to such shares. The Performance Condition shall be satisfied as to: (i) 1/3 of the shares underlying the option if, on a date prior to the date that is four years following the vesting commencement date, the volume-weighted average price per share of common stock on the Nasdaq Stock Market for a period of 30-consecutive trading days (the “Share Price”) equals or exceeds $46.75 (the “$46.75 Shares”); (ii) 1/3 of shares underlying the option, plus the $46.75 Shares to the extent such shares have not yet satisfied the Performance Condition, if, on a date prior to the date that is five years following the vesting commencement date, the Share Price equals or exceeds $70.125 (the “$70.125 Shares”); and (iii) 1/3 of shares underlying the option, plus the $46.75 Shares and $70.125 Shares, to the extent such shares have not yet satisfied the Performance Condition, if, on a date prior to the date that is six years following the vesting commencement date, the Share Price equals or exceeds $93.50 (the “$93.50 Shares”) (each of (i), (ii) and (iii), a “Performance Target”). The Service Condition will be satisfied as to 1/36th of each of the $46.75 Shares, the $70.125 Shares, and the $93.50 Shares on a monthly basis following the vesting commencement date, in each case subject to the optionholder’s continued service through each such date. The option award includes an early exercise feature and is subject to certain post-termination and acceleration benefits as described above in the subsection titled “— Potential Payments and Benefits upon Termination or Change in Control — POP Options.”
(15) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the June 6, 2024 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. This option is early exercisable and to the extent any of such shares are unvested as of a given date, any purchased shares will remain subject to a right of repurchase by us upon the termination of the service of the named executive officer.
(16) As of December 31, 2025, 92,247 shares have vested.
(17) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the June 21, 2024 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date.
(18) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the February 18, 2025 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date.
(19) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the July 29, 2025 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date.
(20) As of December 31, 2025, 111,407 shares have vested.
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(21) As of December 31, 2025, 41,888 shares have vested.
(22) As of December 31, 2025, 6,675 shares have vested.
(23) As of December 31, 2025, 16,597 shares have vested.
(24) As of December 31, 2025, 20,053 shares have vested.
(25) Restricted stock unit award vests over a period of four years with 25% of the shares underlying the RSU vesting on August 1, 2026 and 1/16th of the shares underlying the RSU vesting on a quarterly basis thereafter, subject to continued service through each vesting date.
(26) Amount calculated by multiplying the number of shares shown in the table by $9.76, the closing market price of our common stock on Nasdaq as of December 31, 2025, the last trading day of our fiscal year.
(27) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the August 22, 2022 vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. This option is early exercisable and to the extent any of such shares are unvested as of a given date, any purchased shares will remain subject to a right of repurchase by us upon the termination of the service of the named executive officer.
(28) As of December 31, 2025, 142,601 shares have vested.
(29) Stock option award vests over a period of six years with 1/3rd of the shares underlying the option vesting on the second anniversary of the August 22, 2022 vesting commencement date and 1/48th of the remaining shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. This option is early exercisable and to the extent any of such shares are unvested as of a given date, any purchased shares will remain subject to a right of repurchase by us upon the termination of the service of the named executive officer.
(30) As of December 31, 2025, 47,343 shares have vested.
(31) As of December 31, 2025, 8,288 shares have vested.
(32) As of December 31, 2025, 10,103 shares have vested.
(33) As of December 31, 2025, 23,863 shares have vested.
(34) As of December 31, 2025, 24,064 shares have vested.
Awards held by our named executive officers may be eligible for accelerated vesting under specified circumstances, as described in more detail below under the subsection titled “—Potential Payments and Benefits upon Termination or Change in Control.”
We may in the future, on an annual basis or otherwise, grant additional equity awards to our executive officers pursuant to our 2024 EIP.
Employment Agreements
Offer Letters
Below are descriptions of our offer letters with our named executive officers. For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with our named executive officers, please see the subsection titled “—Potential Payments and Benefits upon Termination or Change in Control.” Each of our named executive officers is employed at will.
Mr. Babler . In September 2021, we and Mr. Babler entered into an offer letter that governs the terms of Mr. Babler’s employment with us. Pursuant to the agreement, Mr. Babler’s employment is at will. Mr. Babler is also entitled to certain severance benefits, the terms of which are described below under the subsection titled “—Potential Payments and Benefits upon Termination or Change in Control.”
Dr. Goldstein . In September 2021, we and Dr. Goldstein entered into an offer letter that governs the terms of Dr. Goldstein’s employment with us. Pursuant to the agreement, Dr. Goldstein’s employment is at will. Dr. Goldstein is also entitled to certain severance benefits, the terms of which are described below under the subsection titled “—Potential Payments and Benefits upon Termination or Change in Control.”
Dr. Drappa . In June 2024, we and Dr. Drappa entered into an offer letter that governs the terms of Dr. Drappa’s employment with us. Pursuant to the agreement, Dr. Drappa’s employment is at will. Dr. Drappa is also entitled to certain severance benefits, the terms of which are described below under the subsection titled “—Potential Payments and Benefits
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upon Termination or Change in Control.”
Potential Payments and Benefits upon Termination or Change in Control
Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive unpaid salary earned during his term of service.
Severance and Change in Control Plan
In February 2025, our Compensation Committee adopted our Severance and Change in Control Plan (the “Severance Plan”). The Severance Plan provides for the payment of severance and/or benefits to participants upon a qualifying termination of employment (“Covered Termination”), consisting of either (a) termination of a participant by us without cause (as defined in the Severance Plan) and other than as a result of the participant’s death or disability or (b) the participant’s resignation for good reason (as defined in the Severance Plan).
If a named executive officer experiences a Covered Termination within 12 months following completion of a change in control (as defined in the Severance Plan) (such period, the “Change in Control Period”), such named executive officer shall be eligible to receive the following benefits: (a) a lump sum cash payment equal to 12 months (or in Mr. Babler’s case, 18 months) of base salary (as defined in the Severance Plan); (b) a lump sum cash payment equal to 1.00x to (or in Mr. Babler’s case, 1.50x) the named executive officer’s target bonus (as defined in the Severance Plan) for the calendar year in which the named executive officer’s Covered Termination occurs; (c) COBRA premium payments paid by us for the named executive officer and the named executive officer’s eligible dependents for a period not exceeding the earliest of (1) 12 months (or in Mr. Babler’s case, 18 months) following the date of the named executive officer’s Covered Termination, (2) expiration of the named executive officer’s eligibility for continuation coverage under COBRA, or (3) the date when the named executive officer becomes eligible for a substantially equivalent health insurance coverage in connection with new employment; and (d) full acceleration of any outstanding, unvested equity awards held by the named executive officer.
If a named executive officer experiences a Covered Termination outside of the Change in Control Period, such named executive officer will be eligible to receive (a) cash payments in an amount equal to nine months (or in Mr. Babler’s case, 12 months) of base salary, to be paid in accordance with our regular payroll practices over the length of such period; (b) a pro-rated amount of the named executive officer’s target bonus based upon the number of days worked in the calendar year in which such named executive officer’s Covered Termination occurs, payable in a lump sum no later than the date that all of our other executives would regularly receive the bonus payment; and (c) COBRA premiums paid by us for the named executive officer and named executive officer’s eligible dependents for a period not exceeding nine months (or in Mr. Babler’s case, 12 months).
In addition, as described below, our named executive officers are eligible to receive (a) acceleration of certain outstanding, unvested equity awards granted before the adoption of the Severance Plan pursuant to their offer letters and (b) acceleration of their POP Options (as defined below).
Each named executive officer’s right to receive the payments and benefits provided under the Severance Plan are subject to such named executive officer’s execution, delivery and non-revocation of a separation agreement containing, among other provisions, a general release of all claims in favor us, our subsidiaries and our affiliates.
Offer Letters with Named Executive Officers
Pursuant to each named executive officer’s offer letter, if (a) his employment is terminated without cause (as defined in the offer letter) or (b) in the event of his constructive termination (as defined in the offer letter), then the named executive officer will be entitled to receive acceleration of his then-unvested equity awards that were granted before the adoption of the Severance Plan as to the number of shares underlying such awards that would have been vested as of the first anniversary of the date of his termination, with such acceleration to be effective immediately prior to his termination. These severance benefits are conditioned upon the named executive officer’s delivery of a general release of claims in our favor.
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Upon a change of control (as defined in the offer letter) other than an excluded change of control (as defined in the offer letter), 50% of the then-unvested portions of the equity awards that were granted to the named executive officer before the adoption of the Severance Plan will accelerate.
POP Options
Certain benefits apply to the options granted on May 6, 2024, to each of Mr. Babler, Dr. Goldstein and Dr. Drappa, (the “POP Options”) under our 2024 POP. If the officer voluntarily resigns, the POP Options that have satisfied the service condition at the time of termination will remain outstanding and be eligible to vest for one year post-termination if the performance condition(s) with respect to such options are satisfied during the one year post-termination period. If the officer is terminated without cause or by constructive termination (as defined in the 2024 POP), the POP Options that have satisfied the service condition at the time of termination will remain outstanding and be eligible to vest for two years post-termination if the performance condition(s) with respect to such shares are satisfied during the two years post-termination period.
Upon a change in control (as defined in the 2024 POP), with respect to any portion of the performance condition(s) not yet satisfied, if the value of the property expected to be received by our stockholders as a result of such change in control equals or exceeds the applicable share price performance target, a number of shares subject to the POP Options will satisfy the performance condition with respect to such share price performance target as of immediately prior to the change in control.
Additionally, the service condition will be satisfied with respect to 100% of the POP Options immediately prior to a change in control if the officer (i) remains in continuous service through the change in control or (ii) is terminated without cause or by constructive termination prior to a change in control and the change in control occurs within one year following such termination. If the officer is terminated without cause or by constructive termination outside of a change in control, the service-based vesting condition will be satisfied as to an additional 1/3 of shares subject to each of the share price performance targets (see the subsection titled “—Outstanding Equity Awards at Fiscal Year End”).
Pension Benefits
Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the year ended December 31, 2025.
Nonqualified Deferred Compensation
Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the year ended December 31, 2025.
Other Compensation and Benefits
All of our current named executive officers are eligible to participate in our employee benefit plans, in each case on the same basis as all of our other employees. These employee benefit plans include medical, dental, vision, disability, employee assistance, life, accidental death and dismemberment insurance plans. We pay the premiums for the medical, dental, vision, life and accidental death and dismemberment insurance for all of our employees, including our named executive officers. We generally do not provide perquisites or personal benefits to our named executive officers. In addition, we provide the opportunity to participate in a 401(k) plan to our employees, including each of our named executive officers, as discussed in the subsection titled “—401(k) Plan” below.
401(k) Plan
Our named executive officers are eligible to participate in our defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may elect to defer up to 15% of their eligible compensation into the plan on a pretax or after tax basis, up to annual limits prescribed by the Internal Revenue Code of 1986, as amended. Our Board approved a Company match on 100% of each participant’s
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employee deferral contributions up to 3% of eligible compensation and a 50% match on each participant’s employee deferral contributions from 3% to 5% of eligible compensation, effective from January 1, 2026.
Compensation Recovery (“Clawback”) Policy
In June 2024, the Board adopted a compensation recovery policy in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable Nasdaq rules, a copy of which was filed as Exhibit 97.1 to our 2024 Annual Report on Form 10-K.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
From time to time, we grant stock options to our employees, including our named executive officers. Historically, we have granted new-hire option awards monthly after a new hire’s employment start date and annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants are typically approved by either the Equity Grant Committee described below (except for grants to certain senior employees, including our executive officers) or the Compensation Committee in its regularly scheduled meeting occurring in such quarter. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the Board, at the time of each annual meeting of our stockholders, and on specifically designated dates for any director who elects to receive some or all of their eligible cash compensation in the form of stock options, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Non-Employee Director Compensation — Non-Employee Director Compensation Policy” below. Other than the delegation by the Board to an Equity Grant Committee of the approval of the issuance of certain equity-based awards to employees and consultants under the 2024 Plan, which awards are typically granted on a monthly basis on the tenth of each month, we do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about us when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.
Non-Employee Director Compensation
The following table presents the compensation awarded to or earned by or paid to all individuals who served as non-employee directors during the year ended December 31, 2025. Dr. Colowick and Dr. Tananbaum voluntarily waived all compensation for their service as a director during the year ended December 31, 2025. Mr. Babler, our President and Chief Executive Officer, is also a member of our Board but did not receive any additional compensation for his service as a director. The compensation of Mr. Babler is set forth in the subsection titled “—Summary Compensation Table” above.
Name
Fees Earned or Paid in Cash ($)
Option
Awards (1)
Total
Srinivas Akkaraju, Ph.D.
52,651
161,307
213,958
Alan B. Colowick, M.D., M.P.H.
—
—
—
Patrick Machado, J.D.
65,000
161,307
226,307
Sapna Srivastava, Ph.D.
64,423
161,307
225,730
James B. Tananbaum, M.D.
—
—
—
Lynn Tetrault, J.D. (2)
28,832
161,307
190,139
Zhengbin Yao, Ph.D.
51,360
161,307
212,667
(1) The amounts reported in this column reflect the aggregate grant date fair value of the stock options granted to the non-employee director during the year ended December 31, 2025, computed in accordance with FASB ASC 718, and do not reflect dollar amounts actually received by the non-employee director or the economic value that may be received by the non-employee director upon stock option exercise or any sale of the underlying shares of common stock. The assumptions used in calculating the grant date fair value of the option awards reported in this column are set forth in Note 12 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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(2) Ms. Tetrault commenced service on our Board on May 23, 2025.
The table below presents the aggregate number of shares subject to outstanding stock options, as of December 31, 2025, beneficially owned by each of our non-employee directors for the year ended December 31, 2025.
Name
Number of Shares
Underlying Outstanding Options as of December 31, 2025
Srinivas Akkaraju, Ph.D.
49,800
Alan B. Colowick, M.D., M.P.H.
—
Patrick Machado, J.D.
218,184
Sapna Srivastava, Ph.D.
108,623
James B. Tananbaum, M.D.
—
Lynn Tetrault, J.D. (1)
114,131
Zhengbin Yao, Ph.D.
85,094
(1) Ms. Tetrault commenced service on our Board on May 23, 2025.
Non -Employee Director Compensation Policy
In February 2025, our Board adopted an amended and restated non-employee director compensation policy applicable to all of our non-employee directors. In July 2025, the Board amended and restated this policy. The amended and restated policy provides that each such non-employee director will receive the following compensation for service on our Board:
● an annual cash retainer of $40,000 (plus an additional $30,000 for the non-executive chair of our Board and $25,000 for the non-executive lead independent director of our Board);
● an additional annual cash retainer of $10,000, $7,500, $5,000 and $5,000 for service as a member of the Audit Committee, Compensation Committee, the Nominating and Corporate Governance Committee and Science and Technology Committee, respectively;
● an additional annual cash retainer of $20,000, $15,000, $10,000 and $10,000 for service as chair (in lieu of the additional annual cash retainer or services as a member) of the Audit Committee, Compensation Committee, the Nominating and Corporate Governance Committee, and the Science and Technology Committee, respectively;
● an initial option grant to purchase 99,600 shares of our common stock on the date of each such non-employee director’s appointment to our Board; and
● an annual option grant to purchase 49,800 shares of our common stock on the date of each of our annual stockholder meetings.
Each of the option grants described above under the non-employee director compensation policy will be granted under our 2024 EIP. Each initial option grant will vest over a three-year period, with 1/36 th of the shares vesting in equal monthly installments following the date of grant, such that the option is fully vested on the third anniversary of the date of grant, subject to the director’s continuous service to us through each such vesting date. The initial grant will vest in full upon a Change in Control (as defined in the 2024 EIP), subject to the director’s continuous service to us through such date. Each annual option grant will vest and become exercisable subject to the director’s continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting. The annual grant will also vest in full upon a Change in Control (as defined in the 2024 EIP), subject to the director’s continuous service to us through such date. The term of each option will be 10 years, subject to earlier termination as provided in the 2024 EIP.
We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
The following table shows certain information with respect to all of our equity compensation plans in effect as of December 31, 2025.
Plan Category
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
(a)
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(b) (2)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
(Excluding Securities Reflected in Column (a)) (3)
(c)
Equity compensation plans approved by stockholders
22,880,475
8.69
7,382,841
Equity compensation plans not approved by stockholders
—
—
—
Total
22,880,475
8.69
7,382,841
(1) Consists of outstanding awards under the 2021 Plan, the 2024 POP, the 2024 EIP and the ACELYRIN Plans. Excludes purchase rights accruing under our 2024 ESPP. Each offering under the 2024 ESPP consists of one six-month purchase period, and eligible employees may purchase shares of our common stock at a price equal to 85% of the fair market value of our common stock on the first or last day of the offering period, whichever is lower.
(2) Represents the weighted-average exercise price of outstanding options. Because RSUs do not have an exercise price, the weighted-average exercise price does not take into account outstanding RSUs.
(3) As of December 31, 2025, 7,382,841 shares of common stock remained available for future issuance under the 2024 EIP, the 2024 POP and the ACELYRIN Plans. Excludes 805,334 shares of common stock available for future issuance under the 2024 ESPP as of December 31, 2025. The number of shares remaining available for future issuance under the 2024 EIP automatically increases on January 1 st each year, through and including January 1, 2034, in an amount equal to 5% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares as determined by our Board prior to January 1 st of a given year. On January 1, 2026, the number of shares available for issuance under the 2024 EIP automatically increased by 5,235,338 shares of our common stock. The number of shares remaining available for future issuance under the 2024 ESPP automatically increases on January 1 st of each year through and including January 1, 2034, in an amount equal to the least of (i) 1% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, (ii) 1,950,000 shares of our common stock, or (iii) a number of shares as determined by the Board prior to January 1st of a given year. On January 1, 2026, the number of shares available for issuance under the 2024 ESPP automatically increased by 1,047,067 shares of our common stock.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding beneficial ownership of our capital stock as of March 1, 2026 by:
● each person, or group of affiliated persons, known by us to beneficially own more than 5% of its common stock;
● each of our directors;
● each of our named executive officers identified in Item 11 of this Annual Report on Form 10-K; and
● all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on 123,115,602 shares of our common stock and 4,059,908 shares of our non-voting common stock outstanding as of March 1, 2026. We have deemed the number of shares of common stock that a
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person has the right to acquire within 60 days after the date of this table (which includes the number of shares of non-voting common stock owned by such person to the extent they can be converted to common stock within 60 days after the date of this table), to be outstanding and to be beneficially owned by the person for the purpose of computing the percentage ownership of that person. We do not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
The table below does not reflect 4,059,908 shares of non-voting common stock held by affiliated holders subject to an ownership limitation in our amended and restated certificate of incorporation that prevents the conversion of such shares if, upon conversion, the converting holder and its affiliates would beneficially own in the aggregate, directly or indirectly, shares of voting common stock in excess of 4.99% of all shares outstanding at such time. The restriction can be waived by the holders upon 61 days’ prior written notice to us.
Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Alumis Inc., 280 East Grand Avenue, South San Francisco, CA 94080.
Voting Common Stock
Number of Shares
Beneficially
% of Total
Name of Beneficial Owner
Owned
Voting Power
Greater than 5% Stockholders:
AyurMaya Capital Management Fund, LP (1)
15,139,707
12.3
%
Entities affiliated with Foresite Capital Management (2)
16,189,804
13.2
%
Samsara BioCapital, L.P. (3)
6,345,219
5.2
%
Directors and Named Executive Officers:
Martin Babler (4)
2,631,015
2.1
%
David M. Goldstein, Ph.D. (5)
790,191
*
Jörn Drappa, M.D., Ph.D. (6)
536,675
*
Srinivas Akkaraju, M.D., Ph.D. (3)
6,345,219
5.2
%
Alan Colowick, M.D., M.P.H. (7)
15,158,111
12.3
%
Patrick Machado, J.D. (8)
150,115
*
Sapna Srivastava, Ph.D. (9)
39,572
*
James B. Tananbaum, M.D. (2)
16,189,804
13.2
%
Lynn Tetrault, J.D. (10)
64,331
*
Zhengbin Yao, Ph.D. (11)
38,146
*
All directors and executive officers as a group (14 persons) (12)
43,851,485
34.1
%
*
Represents beneficial ownership of less than 1%.
(1) Based solely on information contained in the Schedule 13D/A filed with the SEC on May 23, 2025 by AyurMaya Capital Management Company, LP (the “Investment Manager”) and David E. Goel. The shares consist of 15,139,707 shares of common stock held by the AyurMaya Capital Management Fund, LP (“AyurMaya Fund”). The Investment Manager, a Delaware limited partnership, serves as the investment advisor to the AyurMaya Fund with respect to the securities directly held by the AyurMaya Fund. Mr. Goel serves as the Managing Member of AyurMaya Capital Management Company GP, LLC, the general partner of the Investment Manager, and may be deemed to possess shared voting and dispositive power with respect to the securities directly held by the AyurMaya Fund. Alan Colowick, a Senior Managing Director of Matrix Capital Management Company LP, an affiliate of the Investment Manager, serves on our Board. The business address for each of the AyurMaya Fund, the Investment Manager and Mr. Goel is c/o AyurMaya Capital Management LP, Bay Colony Corporate Center, 1000 Winter St., Suite 4500, Waltham, MA 02451.
(2) Based solely on information contained in the Schedule 13D/A filed with the SEC on January 12, 2026 by Foresite Capital Fund VI, L.P. (“Fund VI”), Foresite Capital Management VI, LLC (“FCM VI”), Foresite Capital Fund V, L.P. (“Fund V”), Labs Co-Invest V, LLC (“Labs Co-Invest”), Foresite Capital Management V, LLC (“FCM V”), Foresite Capital Opportunity Fund V, L.P. (“Opportunity Fund V”), Foresite Capital Opportunity Management V, LLC (“FCOM V”), Foresite Labs Fund I, L.P. (“Labs Fund I”), Foresite Labs Management I, LLC (“FLM I”), Foresite Labs Affiliates 2021, LLC (“Labs Affiliates”), Foresite Labs, LLC (Labs) and James B. Tananbaum. The shares consist of (i) 4,247,670 shares of common stock held by Fund VI, (ii) 5,702,536 shares of common stock held by Fund V, (iii) 194,459 shares held by Labs Co-Invest, (iv) 2,908,332
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shares held by Opportunity Fund V, (v) 1,960,337 shares held by Labs Fund I, and (vi) 1,176,470 shares held by Labs Affiliates. James B. Tananbaum, M.D., is a member of our Board. FCM V is the general partner of Fund V and may be deemed to have sole voting and dispositive power over the shares held by Fund V; FCM VI is the general partner of Fund VI and may be deemed to have sole voting and dispositive power over the shares held by Fund VI; FCOM V is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over the shares held by Opportunity Fund V; FCM V is the managing member of Labs Co-Invest and may be deemed to have sole voting and dispositive power over the shares held by Labs Co-Invest; Foresite Labs, LLC is the managing member of Labs Affiliates and may be deemed to have sole voting and dispositive power over the shares held by Labs Affiliates; and FLM I is the general partner of Labs Fund I and may be deemed to have sole voting and dispositive power over the shares held by Labs Fund I. Dr. Tananbaum is the managing member of FCM V, FCM VI, FCOM V and FLM I and may be deemed to have sole voting and dispositive power over shares held by Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V and Labs Fund I. Dr. Tananbaum is the manager of Labs and the managing member of Labs Affiliates, and may be deemed to have sole voting and dispositive power over the shares held by Labs Affiliates. Each entity and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of their respective pecuniary interests therein. The business address of Dr. Tananbaum and each of the entities listed above is 900 Larkspur Landing Circle, Suite 150, Larkspur, CA 94939.
(3) Based solely on information contained in the Schedule 13D/A filed with the SEC on January 13, 2026 by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”), Samsara Opportunity Fund, L.P. (“Samsara Opportunity Fund”), Samsara Opportunity Fund GP, LLC (“Samsara Opportunity GP”) and Dr. Srinivas Akkaraju. The shares consist of (i) 4,491,731 shares of common stock held by Samsara LP and (ii) 1,853,488 shares of common stock held by Samsara Opportunity Fund. Samsara GP is the general partner of Samsara LP and Samsara Opportunity GP is the general partner of Samsara Opportunity Fund. Dr. Akkaraju is the managing member of Samsara GP and Samsara Opportunity GP and shares voting and investment authority over the shares held of Samsara LP and Samsara Opportunity Fund. Dr. Akkaraju is a member of our Board. The business address of Dr. Akkaraju and each of the entities listed above is 628 Middlefield Road, Palo Alto, CA 94301. Samsara GP and Samsara Opportunity Fund disclaims beneficial ownership in these shares except to the extent of its respective pecuniary interest therein.
(4) Consists of (i) 4,037 shares of common stock held of record by Mr. Babler, (ii) 106,454 shares of common stock held of record by the Martin Babler revocable trust UAD October 25, 2006, for which Martin Babler serves as a trustee and, (iii) 2,520,524 shares of common stock subject to options that are exercisable with 60 days of March 1, 2026. Mr. Babler holds sole voting and dispositive power with respect to the shares held by the Martin Babler revocable trust UAD October 25, 2006. Includes 478,288 shares of common stock subject to option awards granted under our 2024 POP that are early exercisable only upon satisfaction of the Performance Condition (as defined in Item 11 of this Annual Report on Form 10-K).
(5) Consists of (i) 4,389 shares of common stock held of record by Dr. Goldstein, (ii) 208,237 shares of common stock held of record by the Baily Goldstein Living Trust dated March 4, 2014, for which Dr. Goldstein serves as a trustee, (iii) 8,994 shares of common stock held of record by family members of Dr. Goldstein residing in his primary residence and (iv) 568,571 shares of common stock subject to options that are exercisable with 60 days of March 1, 2026. Dr. Goldstein holds shared voting and dispositive power with respect to the shares held by the Baily Goldstein Living Trust dated March 4, 2014. Includes 206,074 shares of common stock subject to option awards granted under our 2024 POP that are early exercisable only upon satisfaction of the Performance Condition.
(6) Consists of (i) 4,037 shares of common stock held of record by Dr. Drappa and (ii) 532,638 shares of common stock subject to options that are exercisable within 60 days of March 1, 2026. Includes 70,802 shares of common stock subject to option awards granted under our 2024 POP that are early exercisable only upon satisfaction of the Performance Condition.
(7) Consists of (i) 18,404 shares of common stock held by The Colowick Trust, for which Dr. Colowick serves as trustee, and (ii) the shares of common stock described in footnote (1) above, over which Dr. Colowick may be deemed to hold voting and dispositive power.
(8) Consists of (i) 7,064 shares of common stock held of record by Patrick Machado Revocable Trust, for which Mr. Machado serves as trustee, and (ii) 143,051 shares of common stock subject to options that are exercisable within 60 days of March 1, 2026.
(9) Consists of 39,572 shares of common stock subject to options that are exercisable within 60 days of March 1, 2026.
(10) Consists of 64,331 shares of common stock subject to options that are exercisable within 60 days of March 1, 2026.
(11) Consists of (i) 23,529 shares of common stock held of record by Dr. Yao and (ii) 14,617 shares of common stock subject to options that are exercisable within 60 days of March 1, 2026.
(12) Consists of (i) 38,308,871 shares of common stock beneficially owned by our current executive officers and directors and (ii) 5,542,614 shares of common stock subject to options that are exercisable within 60 days of March 1, 2026. Includes 1,172,520 shares of common stock subject to option awards granted under our 2024 POP that are early exercisable only upon satisfaction of the Performance Condition.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Related Party Transactions
The following includes a summary of transactions since January 1, 2024 and any currently proposed transactions to which we have been or are to be a party in which the amount involved exceeded or will exceed the lesser of $120,000 and 1% of our total assets, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under Item 11, Executive Compensation. We also describe below certain other transactions with our directors, executive officers and stockholders.
2026 Public Offering
On January 7, 2026, we entered into the Underwriting Agreement with the Underwriters, relating to the issuance and sale in a public offering of 17,650,000 shares of the Company’s common stock at a price of $17.00 per share. Certain entities affiliated with Foresite Capital Management and Samsara BioCapital, LP participated in the public offering on the same terms and conditions as all other purchasers, purchasing 411,764 and 588,235 shares, for a purchase price of $6,999,988 and $9,999,995, respectively.
Voting and Support Agreements
Concurrently with the execution of the Merger Agreement, certain entities affiliated with Foresite Capital Management, certain entities affiliated with AyurMaya Capital Management Fund, LP, Samsara BioCapital, LP, and Martin Babler, who collectively held approximately 62% of the outstanding capital stock as of such date, entered into voting and support agreements, providing among other things, that such stockholders would vote all of their shares of capital stock in favor of adopting the Merger Agreement and approving the issuance of shares of our common stock to ACELYRIN stockholders in connection with the Merger.
Foresite Labs Services Agreement
In January 2021, we entered into a services agreement with Foresite Labs, LLC (“Foresite Labs”), an entity affiliated with Foresite Capital Management, a holder of more than 5% of our outstanding capital stock, which was amended on August 24, 2021 and further amended on December 22, 2023, and expires in December 2026, unless terminated earlier by the parties, pursuant to which Foresite Labs provides us with data and analytics services and other scientific support. Foresite Labs invoices us for the services quarterly in advance based on a mutually agreed service fee estimate, which is reconciled at the end of each quarter. For the year ended December 31, 2025, we recognized $1.1 million as research and development expenses under the service agreement. Accrued expenses under the service agreement were zero as of December 31, 2025.
Series C and Series C-1 Convertible Preferred Stock Financing
In March and May 2024, we issued and sold an aggregate of 82,529,783 shares of Series C redeemable convertible preferred stock at a purchase price of $3.13826 per share. The aggregate proceeds for the Series C redeemable convertible preferred shares were $258,999,917.04.
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The following table summarizes the Series C and Series C-1 convertible preferred stock purchased by holders of more than 5% of our capital stock and entities affiliated with our executive officers and members of the Board.
Participants (1)
Shares of Series C
Redeemable
Convertible
Preferred Stock
(#)
Shares of Series C-1
Redeemable
Convertible
Preferred Stock
(#)
Aggregate Proceeds
($)
AyurMaya Capital Management Fund, LP (2)
12,745,916
—
39,999,998.36
Entities affiliated with Baker Brothers Life Sciences, L.P. (3)
8,252,980
—
25,899,997.04
Entities affiliated with Foresite Capital Management (4)
19,118,870
—
59,999,985.00
Samsara BioCapital, LP (5)
7,966,196
—
24,999,994.26
venBio Global Strategic Fund IV, L.P. (6)
9,559,436
—
29,999,995.64
(1) Additional details regarding these stockholders and their equity holdings are included under Item 12 of this report in the subsection titled “Security Ownership of Certain Beneficial Owners and Management.”
(2) Alan Colowick, M.D., M.P.H., a member of the Board, is Managing Director of Matrix Capital Management Company, an affiliate of AyurMaya Capital Management Fund LP, a holder of greater than 5% of our capital stock. Immediately prior to the closing of our IPO, all shares of our Series C redeemable convertible preferred stock held by AyurMaya Capital Management Fund, LP converted into 2,726,398 shares of our common stock.
(3) Consists of (i) 7,573,328 shares of our Series C redeemable convertible preferred stock issued to Baker Brothers Life Sciences, L.P. (“BBA”) and (ii) 679,652 shares of our Series C redeemable convertible preferred stock issued to 667, L.P (together with BBA, the “BBA Funds”). Immediately prior to the closing of our IPO, all shares of our Series C redeemable convertible preferred stock held by entities affiliated with BBA converted into 1,765,342 shares of our non-voting common stock.
(4) Consists of (i) 4,779,718 shares of our Series C redeemable convertible preferred stock issued to Foresite Capital Fund V, L.P., (ii) 3,186,478 shares of our Series C redeemable convertible preferred stock issued to Foresite Capital Opportunity Fund V, L.P., (iii) 3,186,478 shares of our Series C redeemable convertible preferred stock issued to Foresite Labs Fund I, L.P., and (iv) 7,966,196 shares of our Series C redeemable convertible preferred stock issued to Foresite Capital Fund VI, L.P. Entities affiliated with Foresite Capital Management beneficially own more than 5% of our outstanding capital stock. James B. Tananbaum, M.D., a member of the Board, is President, Chief Executive Officer and a director of Foresite Capital Management. Immediately prior to the closing of our IPO, all shares of our Series C redeemable convertible preferred stock held by entities affiliated with Foresite Capital Management converted into 4,089,592 shares of our common stock.
(5) Srinivas Akkaraju, M.D., Ph.D., a member of the Board, is the managing member of Samsara BioCapital, LP. Immediately prior to the closing of our IPO, all shares of our Series C redeemable convertible preferred stock held by Samsara BioCapital, LP converted into 1,703,998 shares of our common stock.
(6) Richard Gaster, M.D., Ph.D., a former member of the Board who resigned from the Board in June 2024, is a managing partner of venBio Partners LLC. Immediately prior to the closing of our IPO, all shares of our Series C redeemable convertible preferred stock held by venBio Global Strategic Fund IV, L.P. converted into 2,044,798 shares of our common stock.
Concurrent Private Placement
In July 2024, we sold an aggregate of 13,125,000 shares of our common stock at a price to the public of $16.00 per share in our IPO. In connection with our IPO, AyurMaya Capital Management Fund, LP (“AyurMaya”), an existing holder of more than 5% of our capital stock, which is affiliated with one of our directors, agreed to purchase $40.0 million in shares of our common stock at the IPO price per share, in a private placement transaction (the “Concurrent Private Placement”). The sale of shares of our common stock in the Concurrent Private Placement to AyurMaya was not registered under the Securities Act, and as such, the shares may not be offered or sold absent registration or an applicable exemption from registration.
Investors’ Rights Agreement
We are party to an amended and restated investors’ rights agreement with, among others, holders of more than 5% of our capital stock and entities with which certain of our directors are affiliated. Certain of the holders of our common stock are entitled to rights with respect to the registration of their shares under the Securities Act, subject to certain exceptions. The investors’ rights agreement also provided for a right of first refusal in favor of certain holders of redeemable convertible
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preferred stock with regard to certain issuances of our capital stock. The right of first refusal terminated upon the consummation of our IPO.
Employment Agreements and Stock Option Grants to Directors and Executive Officers
We have entered into employment agreements with certain of our named executive officers and granted stock options to our named executive officers and certain of our directors, as more fully described in under Item 11, Executive Compensation.
Limitations on Liability and Indemnification Agreements
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provides that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws also provide the Board with discretion to indemnify our employees and other agents when determined appropriate by the Board. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which will require us to indemnify them. These agreements provide, among other things, that we will indemnify our executive officer or director, under the circumstances and to the extent provided for in the indemnification agreement, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of us, and otherwise to the fullest extent permitted under Delaware law and our amended and restated bylaws.
Related Person Transactions Policy and Procedures
We have adopted a written policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board). Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 (or, if less, 1% of the average of our total assets in a fiscal year) and such person would have a direct or indirect interest, must be presented to our Audit Committee for review, consideration and approval or ratification.
Under the policy, where a transaction has been identified as a related person transaction, management must present information regarding the proposed related person transaction to our Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts (including the proposed aggregate value), the interests, direct and indirect, of the related persons, the benefits to us of the transaction, the availability of other sources of comparable products or services, an assessment of whether the proposed related person transaction is on terms that are comparable to the terms available to or from, as the case maybe, an unrelated third party, and management’s recommendation.
To identify related person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. In approving or rejecting any proposed related person transaction, our Audit Committee considers all relevant available facts and circumstances, including, but not limited to (a) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, (b) the risks, costs and benefits to us, (c) the extent of the related person’s interest in the transaction, including, without limitation, the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, and (d) the availability of other sources for comparable services or products. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval or ratification. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Audit Committee approves only those related person transactions that, in light of known circumstances, are in, or are not inconsistent with, our best interests and the best
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interests of our stockholders, as the Audit Committee determines in the good faith exercise of its discretion.
Director Independence
Under the Nasdaq Listing Rules, independent directors must comprise a majority of a listed company’s board of directors within one year of the listing date. In addition, Nasdaq requires that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of the Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management or our independent auditors, and all other facts and circumstances the Board deemed relevant including the beneficial ownership of our common stock, the Board has affirmatively determined that none of our directors, other than Martin Babler, has any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is “independent” as that term is defined under the Nasdaq Listing Rules. Our Board has determined that Martin Babler is not an independent director by virtue of his service as our Chief Executive Officer. Accordingly, a majority of our directors are independent as required under applicable Nasdaq Listing Rules. In addition, the Board has determined that each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meets the applicable Nasdaq and SEC rules and regulations regarding “independence” and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the company.
Item 14. Principal Accountant Fees and Services
Independent Registered Public Accounting Firm Fees and Services
In connection with the audit of our 2025 financial statements, we entered into an engagement agreement with PricewaterhouseCoopers LLP, which sets forth the terms under which PricewaterhouseCoopers LLP performed audit services for the Company.
The following table represents aggregate fees billed to us for the fiscal years ended December 31, 2025 and December 31, 2024 by PricewaterhouseCoopers LLP, our independent registered public accounting firm (in thousands).
Fiscal Year Ended December 31,
2025
2024
Audit Fees (1)
$
2,110
$
1,691
Audit-Related Fees
121
—
Tax Fees
—
—
All Other Fees (2)
2
2
Total Fees
$
2,233
$
1,693
(1) “Audit Fees” consist of fees in connection with the audit of our annual consolidated financial statements, including the audited consolidated financial statements as well as other financial statements presented in the audited consolidated financial statements presented in this Annual Report on Form 10-K and services that are normally provided by our independent registered public accounting firm in connection with regulatory filings or engagements for those fiscal years. Included in the fiscal year 2024 Audit Fees are fees billed in connection with our IPO.
(2) “All Other Fees” consist of subscription fees to the online library of disclosure checklists and accounting research literature.
All fees described above were pre-approved by our Audit Committee.
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Pre-Approval Policies and Procedures
The Audit Committee must pre-approve the audit and non-audit services rendered by our independent registered public accounting firm. The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, PricewaterhouseCoopers LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. Pursuant to the policy, the Audit Committee delegated specific pre-approval authority to the chairperson of the Audit Committee, concurrent with the Audit Committee’s authority, to approve any one or more individual permitted non-audit services for which estimated fees do not exceed $100,000 as well as adjustments to any estimated pre-approval fee thresholds up to $50,000 for any individual service, but the chairperson’s exercise of such authority must be reported to the full Audit Committee at its next scheduled meeting.
The Audit Committee has determined that the rendering of services other than audit services by PricewaterhouseCoopers LLP is compatible with maintaining the principal accountant’s independence.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
(1) Financial Statements – See the “ Index to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a list of the financial statements filed as part of this report.
(2) Financial Statement Schedules – All financial statement schedules have been omitted because the information required to be presented in them is not applicable or is shown in the consolidated financial statements or related notes, included in this Annual Report on Form 10-K.
b) Exhibits
Exhibit
Number
Description
2.1
Agreement and Plan of Merger, by and among the Registrant, ACELYRIN, Inc. and Arrow Merger Sub, Inc. dated as of February 6, 2025 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 6, 2025).
2.2
Amendment to the Agreement and Plan of Merger, dated as of April 20, 2025 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 21, 2025).
3.1
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2024)
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2024)
4.1
Description of Capital Stock (incorporated by reference to the Registrant’s Registration Statement on Form 8-A (File No. 001-42143) filed with the SEC on June 25, 2024)
4.2
Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated March 4, 2024 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (file No. 333-280068), filed with the SEC on June 7, 2024)
4.3
Description of Capital Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-42143) for the period ended December 31, 2024, filed with the SEC on March 19, 2025, as amended on April 23, 2025)
10.1
Alumis Inc. 2021 Stock Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.2
Forms of Stock Option Grant Notice under Alumis Inc. 2021 Stock Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.3
Alumis Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on File Form S-1/A (File No. 333-280068), filed with the SEC on June 24, 2024)
10.4
Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the Alumis Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-280068), filed with the SEC on June 24, 2024)
10.5
Forms of Restricted Stock Unit Grant Notice and Award Agreement under the Alumis Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-280068), filed with the SEC on June 24, 2024)
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10.6
Alumis Inc. 2024 Performance Option Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-280068), filed with the SEC on June 24, 2024)
10.7
Forms of Stock Option Grant Notice, Stock Options Agreement and Notice of Exercise under the Alumis Inc. 2024 Performance Option Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-280068), filed with the SEC on June 24, 2024)
10.8
Alumis Inc. 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-280068), filed with the SEC on June 24, 2024)
10.9
Alumis Inc. Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025
10.10
Form of Indemnification Agreement by and between Registrant and its directors and executive officers. (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-280068), filed with the SEC on June 24, 2024)
10.11
Lease Agreement, dated as of August 11, 2022, by and between the Registrant and PG VII 280 East Grand, LLC (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.12
Offer Letter, dated as of September 15, 2021, by and between the Registrant and Martin Babler (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.13
Offer Letter, dated as of September 15, 2021, by and between the Registrant and David Goldstein (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.14
Offer Letter, dated as of September 15, 2021, by and between the Registrant and Roy Hardiman (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.15
Offer Letter, dated as of March 15, 2021, by and between the Registrant and Mark Bradley (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.16
Amendment to Offer Letter, dated as of July 18, 2023, by and between the Registrant and Mark Bradley (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.17
Offer Letter, dated as of November 12, 2021, by and between the Registrant and Derrick Richardson (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.18
Offer Letter, dated as of January 12, 2022, by and between the Registrant and Sara Klein (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.19
Offer Letter, dated as of March 22, 2022, by and between the Registrant and John Schroer (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.20
Offer Letter, dated as of June 24, 2022, by and between the Registrant and Jörn Drappa (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.21*
Offer Letter, dated as of September 6, 2024, by and between the Registrant and Sanam Pangali
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10.22
Stock Purchase Agreement, dated as of March 5, 2021, by and among the Registrant, FronThera International Group Limited and FronThera U.S. Holdings, Inc. (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280068), filed with the SEC on June 7, 2024)
10.23
Alumis Inc. Severance and Change in Control Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 21, 2025)
10.24*
Controlled Equity Offering SM Sales Agreement, dated March 18, 2026, by and between the Registrant and Cantor Fitzgerald & Co.
19.1
Alumis Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-42143) for the period ended December 31, 2024, filed with the SEC on March 19, 2025, as amended on April 23, 2025)
21.1*
List of subsidiaries of Alumis Inc.
23.1*
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Alumis Inc.
24.1*
Power of Attorney (included on signature page)
31.1*
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1*#
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*#
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Alumis Inc. Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-42143) for the period ended December 31, 2024, filed with the SEC on March 19, 2025, as amended on April 23, 2025)
101.INS*
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
# This certification accompanies the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed to be “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 16. Form 10-K Summary
None.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
Date: March 19, 2026
ALUMIS INC.
By:
/s/ Martin Babler
Name: Martin Babler
Title: President and Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Martin Babler and John Schroer his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 19, 2026, by the following persons on behalf of the registrant and in the capacities indicated:
Signature
Title
/s/ Martin Babler
President and Chief Executive Officer and Director
Martin Babler
( Principal Executive Officer)
/s/ John Schroer
Chief Financial Officer
John Schroer
(Principal Financial and Accounting Officer)
/s/ Srinivas Akkaraju, M.D., Ph.D.
Director
Srinivas Akkaraju, M.D., Ph.D.
/s/ Alan B. Colowick, M.D., M.P.H.
Director
Alan B. Colowick M.D., M.P.H.
/s/ Patrick Machado
Director
Patrick Machado, J.D.
/s/ Sapna Srivastava, Ph.D.
Director
Sapna Srivastava, Ph.D.
/s/ James B. Tananbaum, M.D.
Director
James B. Tananbaum, M.D.
/s/ Lynn Tetrault, J.D.
Director
Lynn Tetrault, J.D.
/s/ Zhengbin Yao, Ph.D.
Director
Zhengbin Yao, Ph.D.
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