As filed with the Securities and Exchange Commission on June 10, 2025

Registration No. 333-                 

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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)

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ACELYRIN, Inc. 2020 Stock Option and Grant Plan

ValenzaBio, Inc. Stock Plan

ACELYRIN, Inc. 2023 Equity Incentive 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

David 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.

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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. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Alumis Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering 10,884,135 shares of the Registrant’s voting common stock, par value $0.0001 per share (the “Alumis Common Stock”), consisting of shares of Alumis Common Stock (i) issuable pursuant to options initially granted under the ACELYRIN, Inc. 2020 Stock Option and Grant Plan, as amended (the “ACELYRIN 2020 Plan”), the ValenzaBio, Inc. Stock Plan (the “ValenzaBio Plan”) and the ACELYRIN, Inc. 2023 Equity Incentive Plan (the “ACELYRIN 2023 Plan” and, together with the ACELYRIN 2020 Plan and the ValenzaBio Plan, the “ACELYRIN Plans”) and (ii) that remain available for future issuance under the ACELYRIN 2023 Plan.

Pursuant to that certain Agreement and Plan of Merger, dated as of February 6, 2025, as amended on April 20, 2025 (as amended, the “Merger Agreement”), by and among the Registrant, Arrow Merger Sub, Inc. (“Merger Sub”), a direct wholly owned subsidiary of the Registrant, and ACELYRIN, Inc. (“ACELYRIN”), on May 21, 2025, Merger Sub merged with and into ACELYRIN, with ACELYRIN continuing as the surviving company in the Merger and a wholly owned subsidiary of the Registrant (the “Merger”) and each outstanding share of common stock, par value $0.00001 per share, of ACELYRIN (the “ACELYRIN Common Stock”) was converted into the right to receive 0.4814 shares of Alumis Common Stock and cash in lieu of any fractional shares. In addition, on the terms provided in the Merger Agreement and in connection with the Merger, on May 21, 2025, certain options to purchase ACELYRIN Common Stock that were granted under the ACELYRIN Plans and were outstanding immediately prior to the Merger were assumed by the Registrant and converted into options to purchase Alumis Common Stock (the “Assumed Options”). Subsequently, the ACELYRIN 2023 Plan was assumed by the Registrant and as modified in connection with such assumption permits equity awards thereunder to the extent permissible under applicable law and the Nasdaq Listing Rules. This Registration Statement registers an additional 4,712,186 shares of Alumis Common Stock that may be issued pursuant to such Assumed Options, as well as an additional 6,171,949 shares of Alumis Common Stock that remain available for future issuance under the ACELYRIN 2023 Plan.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

As permitted by the rules of the Commission, this Registration Statement omits the information specified in Part I of Form S-8. The Registrant shall send or give the documents containing the information specified in Part I to the participants in the ACELYRIN Plans as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

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.

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ITEM 4.DESCRIPTION OF SECURITIES

Not applicable.

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ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

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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. 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 that might be incurred by any director or officer in his or her capacity as such.

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ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

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ITEM 8.EXHIBITS

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ITEM 9.UNDERTAKINGS

1.The undersigned Registrant hereby undertakes:

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

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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 the City of South San Francisco, State of California, on June 10, 2025.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin Babler and John Schroer, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their 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.

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