Filed Pursuant to Rule 424(b)(5)
Registration No. 333-265470
PROSPECTUS
$14,024,100
Common Stock
We have entered into a Capital on Demand™ Sales Agreement, or sales agreement, with JonesTrading Institutional Services LLC and William Blair & Company, L.L.C., each an Agent and collectively, the Agents, dated January 29, 2021, relating to the sale of shares of our common stock. Under the sales agreement, we may offer and sell shares of our common stock, $0.001 par value per share, having an aggregate offering price of up to $30,000,000 from time to time through or to the Agents, acting as our sales agents or as principals, in accordance with the terms of the sales agreement. Through the date of this prospectus, we have sold $10,922,884 of shares of our common stock in accordance with the sales agreement under a prospectus supplement dated January 29, 2021.
As of the date of this prospectus, we are subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registration statement of which this prospectus is a part. After giving effect to these limitations and the current public float of our common stock, we currently may offer and sell from and after the date hereof shares of our common stock having an aggregate offering price of up to $14,024,100 under the sales agreement pursuant to this prospectus. If our public float increases such that we may sell additional amounts under the sales agreement and the registration statement of which this prospectus is a part, we will file a prospectus supplement prior to selling such additional amounts.
As of June 16, 2022, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $42,072,302, which we calculated based on 90,823,597 shares of outstanding common stock as of June 15, 2022, of which 73,604,447 shares were held by non-affiliates, and a price per share of $0.5716 which was the closing price of our common stock on April 20, 2022. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell, pursuant to the registration statement of which this prospectus forms a part, securities with a value exceeding one-third of the aggregate market value of our outstanding common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75.0 million. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3.
Our common stock is listed on The Nasdaq Capital Market under the trading symbol “ALRN.” On June 15, 2022, the last sale price of our common stock as reported on The Nasdaq Capital Market was $0.40 per share.
Sales of our common stock, if any, under this prospectus will be made in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act. The Agents are not required to sell any specific amount, but will act as our sales agents using commercially reasonable efforts, consistent with their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market LLC. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
The compensation to the Agents for sales of common stock sold pursuant to the sales agreement will be an amount up to 3.0% of the gross sales price per share sold under the sales agreement. See “Plan of Distribution” beginning on page 19 of this prospectus for additional information regarding the compensation to be paid to the Agents. In connection with the sale of the common stock on our behalf, the Agents will be deemed to be “underwriters” within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including civil liabilities under the Securities Act.
Investing in our common stock involves certain risks. See “Risk Factors” beginning on page 9 of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
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JonesTrading | | William Blair |
June 16, 2022