MLYS Reports Material Agreement, Unregistered Equity Sales

TL;DR

**MLYS just raised capital through a private deal, expect potential dilution but also funding for growth.**

AI Summary

Mineralys Therapeutics, Inc. (MLYS) filed an 8-K on February 8, 2024, reporting an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities" on February 7, 2024. This indicates the company has secured new funding or entered into a significant partnership, likely involving the issuance of new shares outside of a public offering. For investors, this could mean dilution of existing shares but also provides capital for ongoing operations or drug development, potentially impacting future stock performance.

Why It Matters

This filing signals a significant financial event for Mineralys Therapeutics, Inc., potentially impacting share value through dilution or providing crucial capital for its pharmaceutical pipeline.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities can lead to dilution for existing shareholders, but the capital raised could also de-risk future operations.

Analyst Insight

Investors should monitor for subsequent filings or press releases from Mineralys Therapeutics, Inc. for details on the material agreement and the terms of the equity sale to assess the full impact on share dilution and future growth prospects.

Key Numbers

• $0.0001 — Par Value per Share (The stated par value for Mineralys Therapeutics, Inc.'s Common Stock.)

Key Players & Entities

• Mineralys Therapeutics, Inc. (company) — the registrant filing the 8-K
• February 7, 2024 (date) — date of the earliest event reported
• February 8, 2024 (date) — date the 8-K was filed
• $0.0001 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• Mineralys Therapeutics, Inc. will provide more details about the material definitive agreement and the unregistered sales of equity securities in a subsequent filing or press release. (Mineralys Therapeutics, Inc.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share MLYS The Nasdaq Stock Marke
• $13.50 — are (the "Common Stock"), at a price of $13.50 per Share, and (ii) with respect to cer
• $13.499 — of Common Stock, at a purchase price of $13.499 per Pre-Funded Warrant (the shares of C
• $120 m — cement are expected to be approximately $120 million, before deducting offering expens
• $0.001 — Warrant will have an exercise price of $0.001 per share of Common Stock, will be imme

Filing Documents

• mlys-20240207.htm (8-K) — 41KB
• mlys202402078kex41.htm (EX-4.1) — 112KB
• mlys202402078kex101.htm (EX-10.1) — 271KB
• mlys202402078kex991.htm (EX-99.1) — 10KB
• image_0.jpg (GRAPHIC) — 5KB
• 0001933414-24-000006.txt ( ) — 659KB
• mlys-20240207.xsd (EX-101.SCH) — 2KB
• mlys-20240207_lab.xml (EX-101.LAB) — 25KB
• mlys-20240207_pre.xml (EX-101.PRE) — 13KB
• mlys-20240207_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 7, 2024, Mineralys Therapeutics, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the purchasers named therein (the "Purchasers"), for the private placement (the "Private Placement") of (i) 8,339,169 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a price of $13.50 per Share, and (ii) with respect to certain Purchasers, pre-funded warrants to purchase an aggregate of 549,755 shares of Common Stock (the "Pre-Funded Warrants") in lieu of shares of Common Stock, at a purchase price of $13.499 per Pre-Funded Warrant (the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the "Warrant Shares"). The aggregate gross proceeds for the Private Placement are expected to be approximately $120 million, before deducting offering expenses. The Private Placement is expected to close on February 12, 2024, subject to customary closing conditions. The Private Placement is being conducted in accordance with applicable Nasdaq rules and was priced to satisfy the "Minimum Price" requirement (as defined in the Nasdaq rules). The Company expects to use the net proceeds from the Private Placement to fund the research and development of lorundrostat, and for working capital and general corporate purposes. The Company estimates, based on its current operating plan, that the net proceeds from the Private Placement, together with its existing cash, cash equivalents and investments, will be sufficient to fund its operations into 2026. Each Pre-Funded Warrant will have an exercise price of $0.001 per share of Common Stock, will be immediately exercisable on the date of issuance and will not expire. Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any portion of any Pre-Funded Warrant, and a holder will not have the right to exercise any portion of any Pre-Funded W

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 8, 2024, the Company issued a press release announcing that it has entered into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 10.1 Securities Purchase Agreement, dated February 7, 2024, by and between Mineralys Therapeutics, Inc. and each of the purchasers party thereto 99.1 Press Release Issued on February 8, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements Mineralys Therapeutics cautions you that statements contained in this report regarding matters that are not historical facts are forward-looking statements. The forward-looking statements are based on our current beliefs and expectations and include, but are not limited to, statements regarding: the timing, size and expectation of the closing of the Private Placement; expectations regarding market conditions, the satisfaction of customary closing conditions related to the Private Placement, and the anticipated use of proceeds therefrom; our expected future cash expenditures and funding requirements; and the anticipated filing of a registration statement to cover the resale of the Shares and Warrant Shares. Such forward-looking statements involve substantial risks and uncertainties that could cause our actual results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by us that any of our plans will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties inherent in our business, including, without limitation: the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed financing; and other risks described in our filings with the SEC, including under the heading "Risk Factors" in our annual report on Form 10-K, and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Priv

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 8, 2024 MINERALYS THERAPEUTICS, INC. By: /s/ Adam Levy Name: Adam Levy Title: Chief Financial Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR