As filed with the Securities and Exchange Commission on January 30, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Alumis Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 86-1771129 |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
| 280
East Grand Avenue South San Francisco, California |
94080 |
| (Address of Principal Executive Offices) | (Zip Code) |
Alumis Inc. 2024 Equity Incentive Plan
Alumis Inc. 2024 Employee Stock Purchase Plan
(Full titles of the plans)
John Schroer
Chief Financial Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, California 94080
(650) 231-6625
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kristin VanderPas
Dave Peinsipp
Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, California 94111
(415) 693-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
Accelerated filer |
¨ | Accelerated filer | ¨ |
| Non-accelerated filer |
x | Smaller
reporting company |
x |
| Emerging
growth company |
x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
Pursuant to General Instruction E of Form S-8, Alumis Inc. (the “Registrant”) is filing this registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering (i) 5,235,338 additional shares of its common stock under the 2024 Equity Incentive Plan (the “2024 EIP”), pursuant to the provisions of the 2024 EIP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2024 EIP on January 1, 2026, and (ii) 1,047,067 additional shares of its common stock under the 2024 Employee Stock Purchase Plan (the “2024 ESPP,” together with the 2024 EIP, the “Plans”), pursuant to the provisions of the 2024 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2024 ESPP on January 1, 2026. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
The Registrant previously registered shares of its common stock for issuance under the Plans on registration statements on Form S-8 filed by the Registrant with the Commission on July 1, 2024 (File No. 333-280640) and March 19, 2025 (File No. 333-285925). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statements referenced above except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference .
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:
| (a) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 19, 2025, and Amendment No. 1 to Annual Report on Form 10-K/A, filed with the SEC on April 23, 2025 (together, the “2024 10-K”). |
| (b) | The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 14, 2025, August 13, 2025 and November 13, 2025, respectively. |
| (c) | The Registrant’s Current Reports on Form 8-K filed with the SEC on February 6, 2025, February 21, 2025, April 21, 2025, May 19, 2025, May 21, 2025, June 30, 2025, August 4, 2025, January 2, 2026, January 6, 2026 and January 9, 2026 (each to the extent the information in such reports is filed and not furnished). |
| (d) | The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed on June 25, 2024 (File No. 001-42143) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by Exhibit 4.3 of the 2025 10-K, including any amendments or reports filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or portions thereof that are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 4.Description of Securities.
Not applicable.
Item 5.Interests of Named Experts and Counsel.
Not applicable.
Item 6.Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and executive officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended (the “Securities Act”). The Registrant’s amended and restated certificate of incorporation permits indemnification of the Registrant’s directors, officers, employees and other agents to the maximum extent permitted by the DGCL, and the Registrant’s amended and restated bylaws provide that the Registrant will indemnify its directors and executive officers and permit the Registrant to indemnify its employees and other agents, in each case to the maximum extent permitted by the DGCL.
The Registrant has entered into indemnification agreements with its directors and executive officers, whereby it has agreed to indemnify its directors and executive officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or executive officer was, or is threatened to be made, a party by reason of the fact that such director or executive officer is or was a director, executive officer, employee, or agent of the Registrant, provided that such director or executive officer acted in good faith and in a manner that the director or executive officer reasonably believed to be in, or not opposed to, the best interest of the Registrant.
At present, there is no pending litigation or proceeding involving a director or executive officer of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.
The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.
Item 7.Exemption from Registration Claimed.
Not applicable.
Item 8.Exhibits.
The exhibits to this Registration Statement are listed below:
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, California, on January 30, 2026.
| ALUMIS INC. | ||
| By: | /s/ Martin Babler | |
| Martin Babler | ||
| President and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin Babler, John Schroer and Sanam Pangali and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Martin Babler | President, Chief Executive Officer and Director | January 30, 2026 | ||
| Martin Babler | (Principal Executive Officer) | |||
| /s/ John Schroer | Chief Financial Officer | January 30, 2026 | ||
| John Schroer | (Principal Financial and Accounting Officer) | |||
| /s/ Alan B. Colowick | Director | January 30, 2026 | ||
| Alan B. Colowick, M.D., M.P.H. | ||||
| /s/ James B. Tananbaum | Director | January 30, 2026 | ||
| James B. Tananbaum, M.D. | ||||
| /s/ Lynn Tetrault | Director | January 30, 2026 | ||
| Lynn Tetrault, J.D. | ||||
| /s/ Patrick Machado | Director | January 30, 2026 | ||
| Patrick Machado, J.D. | ||||
| /s/ Sapna Srivastava | Director | January 30, 2026 | ||
| Sapna Srivastava, Ph.D. | ||||
| /s/ Srinivas Akkaraju | Director | January 30, 2026 | ||
| Srinivas Akkaraju, M.D., Ph.D. | ||||
| /s/ Zhengbin Yao | Director | January 30, 2026 | ||
| Zhengbin Yao, Ph.D. |
Exhibit 5.1
David Peinsipp +1 (415) 693 2177 dpeinsipp@cooley.com |
January 30, 2026
Alumis Inc.
280 East Grand Avenue
South San Francisco, California 94080
Ladies and Gentlemen:
We have acted as counsel to Alumis Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 6,282,405 shares (the “Shares”) of the Company’s voting common stock, par value $0.0001 per share (“Common Stock”), consisting of (a) 5,235,338 shares of Common Stock issuable pursuant to the Company’s 2024 Equity Incentive Plan (the “2024 EIP”) and (b) 1,047,067 shares of Common Stock issuable pursuant to the Company’s 2024 Employee Stock Purchase Plan (together with the 2024 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley
LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
Alumis Inc. January 30, 2026 Page Two |
This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
| By: | /s/ David Peinsipp | |
| David Peinsipp |
Cooley LLP 3 Embarcadero Center
20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alumis Inc. of our report dated March 19, 2025 relating to the financial statements, which appears in Alumis Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers LLP
San Jose, California
January 30, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alumis Inc. of our report dated March 19, 2025 relating to the financial statements of ACELYRIN, INC., which appears in Alumis Inc.'s Current Report on Form 8-K/A dated June 30, 2025.
/s/ PricewaterhouseCoopers LLP
San Diego, California
January 30, 2026
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
|---|
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
|
|---|---|---|---|---|---|---|---|---|
| 1 |
|
|
|
|
$
|
$
|
|
$
|
| 2 |
|
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|
|
$
|
$
|
|
$
|
|
Total Offering Amounts: |
$
|
$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
|
1 |
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2 |
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| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |