13D Filings
Acelyrin, Inc.
Initial Filing
Ownership

5.30%

Total Shares

5,298,328

Issuer CIK

1962918

CUSIP

00445A100

Event Date

Feb 17, 2025

Accepted

Feb 20, 2025, 04:15 PM

Reporting Persons (7)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
TANG CAPITAL MANAGEMENT, LLC
Other
5.30%5,298,32805,298,328
KEVIN TANG
Individual
5.30%5,298,32805,298,328
TANG CAPITAL PARTNERS, LP
Partnership
3.00%2,979,78102,979,781
TANG CAPITAL PARTNERS INTERNATIONAL, LP
Partnership
2.30%2,318,54702,318,547
TANG CAPITAL PARTNERS III, INC
CO
0.00%000
TANG CAPITAL PARTNERS IV, INC
CO
0.00%000
CONCENTRA BIOSCIENCES, LLC
Other
0.00%000
Disclosure Items (7)

Security Title

Common Stock, par value $0.00001 per share

Issuer Name

Acelyrin, Inc.

Issuer Address

4149 LIBERTY CANYON RD., AGOURA HILLS, CA, 91301

Filing Persons

This Statement is filed by TCM, a Delaware limited liability company that is the general partner of TCP and TCPI; Kevin Tang, a United States citizen; TCP, a Delaware limited partnership engaged in capital management; TCPI, a Delaware limited partnership engaged in capital management; Tang Capital Partners III, Inc., a Nevada corporation that is indirectly wholly owned by TCP ("TCP III"); Tang Capital Partners IV, Inc., a Nevada corporation that is indirectly wholly owned by TCP ("TCP IV"); and Concentra Biosciences, LLC, a Delaware limited liability company controlled by TCP ("Concentra" and, collectively with TCM, Kevin Tang, TCP, TCPI, TCP III and TCP IV, the "Reporting Persons").

Business Address

The address of TCM, Kevin Tang, TCP, TCPI and Concentra is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of TCP III and TCP IV is 5955 Edmond Street, Las Vegas, NV 89118.

Principal Occupation

Kevin Tang is the manager of TCM. Kevin Tang is the sole director and Chief Executive Officer of TCP III and TCP IV. Kevin Tang is the Chief Executive Officer of Concentra.

Convictions

During the past five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

Citizenship

See Item 2(a) above.

The Common Stock was acquired with approximately $10.9 million of working capital set aside by TCP and TCPI for the general purpose of investing. TCP and TCPI maintain commingled margin accounts with various financial institutions, which may extend margin credit to TCP and TCPI as and when required, to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts may from time to time have debit balances. Since multiple different securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.

The Reporting Persons purchased the Common Stock reported hereunder for investment purposes, and such purchases were made in the Reporting Persons' ordinary course of business. As with their other investments, the Reporting Persons continuously evaluate the Issuer, including, but not limited to, its businesses, operations and prospects. In light of that ongoing evaluation, on February 20, 2025, Concentra, an affiliate of TCP, sent an acquisition proposal to the Issuer outlining the principal terms on which it would acquire 100% of the equity of the Issuer (see Exhibit 2). The acquisition proposal provides that it is non-binding and subject to confirmatory diligence, as well as the execution of a definitive merger agreement. The Reporting Persons intend to engage in discussions with the Issuer and its representatives regarding the acquisition proposal and to enter into negotiations with the Issuer with respect thereto. There can be no certainty as to whether discussions will occur, or, if they do, the outcome of such discussions. While the Reporting Persons may seek to enter into a confidentiality agreement with the Issuer and intend to pursue the acquisition proposal, in connection with their investment in the Issuer, the Reporting Persons may, subject to applicable law and regulation, modify their ownership of the Common Stock, including acquiring additional Common Stock or disposing of some or all of the Common Stock beneficially owned by them. Such actions may be based on the Reporting Persons' assessment of the Issuer's operations and prospects, prevailing market conditions or other investment considerations. The Reporting Persons may at any time reconsider and/or change their plans or proposals relating to the foregoing.

Percentage of Class

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof the Reporting Persons beneficially own an aggregate of 5,298,328 shares of the Issuer's Common Stock, representing 5.3% of the outstanding shares.

Number of Shares

See item 5(a) above.

Transactions

Schedule A attached hereto as Exhibit 3 describes all transactions in the Issuer's Common Stock that were effected during the past 60 days by the Reporting Persons.

Shareholders

No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.

Date of 5% Ownership

Not applicable

To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Exhibit 1: Joint Filing Agreement by and among the Reporting Persons. Exhibit 2: Acquisition Proposal, dated February 20, 2025, sent from Concentra to the Issuer. Exhibit 3: Schedule A: Transactions during the past 60 days.

Acelyrin, Inc. — Schedule 13D | 13D Filings