UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously announced, ACELYRIN, INC., a Delaware corporation (“ACELYRIN”), entered into an Agreement and Plan of Merger, on February 6, 2025, which was subsequently amended on April 20, 2025 (as amended, the “Agreement”), by and among ACELYRIN, Alumis Inc., a Delaware corporation (“Alumis”), and Arrow Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Alumis (“Merger Sub”). Pursuant to the terms of the Agreement, Merger Sub will merge with and into ACELYRIN, with ACELYRIN continuing as the surviving corporation (the “Merger”).
On May 13, 2025, ACELYRIN held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in ACELYRIN’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2025, and mailed to ACELYRIN stockholders starting on April 23, 2025.
As of the close of business on April 1, 2025, the record date for the Special Meeting, there were 100,907,206 shares of ACELYRIN’s common stock, par value $0.00001 per share (“ACELYRIN Common Stock”), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. 94,407,199 shares of ACELYRIN Common Stock, representing approximately 93.55% of all of the issued and outstanding shares of ACELYRIN Common Stock entitled to vote, were represented at the Special Meeting.
At the Special Meeting the following proposals were considered:
| (1) | the proposal to adopt the Agreement, as may be amended from time to time (“ACELYRIN merger proposal”); and |
| (2) | the proposal to approve the adjournment from time to time of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the ACELYRIN merger proposal (“ACELYRIN adjournment proposal”). |
The tables below detail the final voting results for each proposal presented at the Special Meeting:
| 1. | ACELYRIN stockholders approved the ACELYRIN merger proposal as follows: |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 52,943,588 | 41,376,937 | 86,674 | — |
| 2. | ACELYRIN stockholders approved the ACELYRIN adjournment proposal as follows: |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 47,828,119 | 46,494,191 | 84,889 | — |
ACELYRIN and Alumis have agreed to a closing date of May 21, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACELYRIN, INC. | ||||||
| Dated: May 19, 2025 | By: | /s/ Amar Murugan | ||||
| Name: | Amar Murugan | |||||
| Title: | Chief Legal Officer | |||||