Sec Form 13D Filing - Samsara BioCapital L.P. filing for ALUMIS INC. (ALMS) - 2024-08-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Alumis Inc.

(Name of Issuer)

 

Voting Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

22307102

(CUSIP Number)

 

Abrar Hussain

Samsara BioCapital GP, LLC

628 Middlefield Road

Palo Alto, CA 94301

(650) 285-4270

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

July 1, 2024

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.   22307102

 

1.	Names of Reporting Persons   Samsara BioCapital, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ¨    (b) x (1)
3.	SEC Use Only
4.	Source of Funds (See Instructions)   WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power   0
		8.	Shared Voting Power   3,266,498 shares (2)
		9.	Sole Dispositive Power   0
		10.	Shared Dispositive Power   3,266,498 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,266,498 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11)   6.9% (3)
14.	Type of Reporting Person (See Instructions)   PN

(1)

This Schedule 13D is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”), and Dr. Srinivas Akkaraju (“Dr. Akkaraju” and, with Samsara LP and Samsara GP, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)

Consists of 3,266,498 shares of Common Stock held by Samsara LP. Dr. Akkaraju, as the Managing Member of Samsara GP, shares voting and investment authority over the shares held by Samsara LP.

 

(3)

This percentage is calculated based on 47,218,394 shares of Common Stock outstanding as of August 7, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2024.

 

 

CUSIP No.   22307102

 

1.	Names of Reporting Persons   Samsara BioCapital GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ¨    (b) x (1)
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power   0
		8.	Shared Voting Power   3,266,498 shares (2)
		9.	Sole Dispositive Power   0
		10.	Shared Dispositive Power   3,266,498 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,266,498 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)   6.9% (3)
14.	Type of Reporting Person (See Instructions)   OO

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)

Consists of 3,266,498 shares of Common Stock held by Samsara LP. Dr. Akkaraju, as the Managing Member of Samsara GP, shares voting and investment authority over the shares held by Samsara LP.

 

(3)

This percentage is calculated based on 47,218,394 shares of Common Stock outstanding as of August 7, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2024.

 

 

CUSIP No.   22307102

 

1.	Names of Reporting Persons   Srinivas Akkaraju
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ¨    (b) x (1)
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power   0
		8.	Shared Voting Power   3,266,498 shares (2)
		9.	Sole Dispositive Power   0
		10.	Shared Dispositive Power   3,266,498 shares (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,266,498 shares (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)   6.9% (3)
14.	Type of Reporting Person (See Instructions)   IN

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)

Consists of 3,266,498 shares of Common Stock held by Samsara LP. Dr. Akkaraju, as the Managing Member of Samsara GP, shares voting and investment authority over the shares held by Samsara LP.

 

(3)

This percentage is calculated based on 47,218,394 shares of Common Stock outstanding as of August 7, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2024.

 

 

Item 1.

Security and Issuer

 

The class of equity security to which this statement on Schedule 13D relates is the Voting Common Stock, $0.0001 par value (“Common Stock”) of Alumis Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 280 East Grand Avenue, South San Francisco, CA 94080. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 2.

Identity and Background

 

(a)

This Schedule 13D is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”), and Dr. Srinivas Akkaraju (“Dr. Akkaraju” and, with Samsara LP and Samsara GP, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(b)	The principal business office of the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301.

 

(c)	The principal business of the Reporting Persons is venture capital investments. Dr. Akkaraju serves as the Managing Member of Samsara GP, which is the general partner of Samsara LP.

 

(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)	Each of Samsara LP and Samsara GP was organized in the state of Delaware and Dr. Akkaraju is a citizen of the United States.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Prior to the Issuer’s initial public offering (the “IPO”), Samsara LP purchased an aggregate of 7,966,196 shares of Series C preferred stock for an approximate aggregate purchase price of $25 million. In connection with the closing of the IPO, on July 1, 2024, each share of Series C preferred stock automatically converted on a 4.675-to-one basis into shares of Class A Common Stock and each share of Class A Common Stock was then reclassified into one share of Common Stock, resulting in the receipt, by Samsara LP of 1,703,998 shares of Common Stock. In addition, on July 1, 2024, Samsara LP purchased 1,562,500 shares of Common Stock in the IPO at the public offering price of $16.00 per share, for an aggregate purchase price of $25 million. The source of funds for Samsara LP’s purchase was capital contributions from its limited and general partners.

 

Item 4.

Purpose of Transaction

 

The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Act”)). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide.

 

Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

 

Dr. Akkaraju, the Managing Member of Samsara GP, is a member of the board of directors of the Issuer. As a director of the Issuer, Dr. Akkaraju may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer

 

(a) – (b).

The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of August 27, 2024:

 

Reporting Persons		Shares Held Directly				Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power				Beneficial Ownership				Percentage of Class (2)
Samsara LP (1)			3,266,498								3,266,498								3,266,498				3,266,498				6.9	%
Samsara GP (1)											3,266,498								3,266,498				3,266,498				6.9	%
Dr. Akkaraju (1)											3,266,498								3,266,498				3,266,498				6.9	%

 

(1)

Consists of 3,266,498 shares of Common Stock held by Samsara LP. Dr. Akkaraju, as the Managing Member of Samsara GP, shares voting and investment authority over the shares held by Samsara LP.

 

(2)

This percentage is calculated based on 47,218,394 shares of Common Stock outstanding as of August 7, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2024.

 

(c)	Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days.

 

(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons.

 

(e)	Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Lock-up Agreements

 

The holders of substantially all of the Issuer’s pre-IPO capital stock, including Samsara LP, and each of the Issuer’s directors, including Dr. Akkaraju, entered into lock-up agreements (the “Lock-Up Agreements”) with the representatives of the underwriters of the Issuer’s IPO. Pursuant to the Lock-Up Agreements, neither Samsara LP nor Dr. Akkaraju is permitted, with limited exceptions, for a period of 180 days from the date of the Issuer’s final prospectus, to offer, sell, or otherwise transfer or dispose of any of the Issuer’s securities, without the prior written consent of Morgan Stanley & Co, LLC.

 

The description of the Lock-Up Agreements contained in this Item 6 is qualified in its entirety by reference to the full text of the form of Lock-up Agreement filed as Exhibit B to this Schedule 13D and incorporated by reference herein.

 

Investors’ Rights Agreement

 

On March 4, 2024, the Issuer, Samsara LP and certain other parties entered into an amended and restated investors’ rights agreement (the “Investors’ Rights Agreement”). The Investors’ Rights Agreement provides Samsara LP and other parties thereto with certain demand registration rights, including shelf registration rights, in respect of the shares of Common Stock issued to it upon conversion of the preferred stock, subject to certain conditions. In addition, in the event that the Issuer registers additional shares of Common Stock for sale to the public, it will be required to give notice of such registration to Samsara LP and certain other parties of its intention to effect such a registration, and, upon request of one or more such parties and subject to certain limitations, include the shares of Common Stock held by them in such registration. The registration rights will expire five years following the closing of the Issuer’s initial public offering.

 

 

The Investors’ Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify Samsara LP and other parties in the event of material misstatements or omissions in the registration statement attributable to the Issuer or any violation or alleged violation whether by action or inaction by the Issuer under certain securities laws and Samsara LP is obligated to indemnify the Issuer for material misstatements or omissions in the registration statement attributable to it, subject to certain limitations.

 

The description of the Investors’ Rights Agreement contained in this Item 6 is qualified in its entirety by reference to the full text of the Investors’ Rights Agreement filed as Exhibit C to this Schedule 13D and incorporated by reference herein.

 

Equity Awards

 

Dr. Akkaraju is a member of the Board of Directors of the Issuer. From time to time, Dr. Akkaraju may receive stock options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors.

 

Item 7.

Material to be Filed as Exhibits

 

A.	Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

B.	Form of Lock-up Agreement (incorporated by reference to Exhibit A to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-280068), filed with the SEC on June 24, 2024).

 

C.	Amended and Restated Investors’ Rights Agreement, dated March 4, 2024 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-280068), filed with the SEC on June 7, 2024).

 

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