Samsara BioCapital Amends Mineralys Therapeutics Stake

TL;DR

**Samsara BioCapital just updated its stake in Mineralys Therapeutics, signaling a potential shift in their investment thesis.**

AI Summary

Samsara BioCapital, L.P. filed an amended Schedule 13D on February 12, 2024, regarding its ownership in Mineralys Therapeutics, Inc. This amendment, filed by Samsara BioCapital, L.P. and its affiliates, updates their previous filing and indicates a change in their beneficial ownership of Mineralys Therapeutics' common stock. This matters to investors because it signals that a significant institutional investor is adjusting its position, which could reflect a change in their outlook on the company's future prospects or strategic direction.

Why It Matters

This filing indicates a change in a major institutional investor's stake, which can influence market perception and potentially signal future strategic moves for Mineralys Therapeutics, Inc.

Risk Assessment

Risk Level: medium — Changes in significant institutional holdings can introduce volatility and uncertainty regarding a company's future direction.

Analyst Insight

Investors should monitor subsequent filings from Samsara BioCapital to understand the nature and extent of their changes in ownership, as well as any public statements from Mineralys Therapeutics that might explain the institutional investor's actions.

Key Players & Entities

• Samsara BioCapital, L.P. (company) — the entity filing the SC 13D/A amendment
• Mineralys Therapeutics, Inc. (company) — the subject company whose securities are being reported
• SAMSARA BIOCAPITAL GP, LLC (company) — a group member associated with the filing
• SRINIVAS AKKARAJU (person) — a group member associated with the filing
• Abrar Hussain (person) — person authorized to receive notices for Samsara BioCapital

FAQ

Key Financial Figures

• $0.0001 — relates to the Common Stock, par value $0.0001 per share (“Common Stock”),
• $13.50 — the “Shares”) at a price of $13.50 per share; and (ii) an aggregate of 549
• $13.499 — of Common Stock, at a purchase price of $13.499 per Pre-Funded Warrant (the shares of C
• $7,499,992.50 — e Placement, for total consideration of $7,499,992.50. The source of funds for Samsara LP&rsq

Filing Documents

• tm245884d1_sc13da.htm (SC 13D/A) — 67KB
• 0001104659-24-014719.txt ( ) — 69KB

Source and Amount of Funds

Item 3. Source and Amount of Funds or Other Consideration

of the Original Schedule 13D is hereby

Item 3 of the Original Schedule 13D is hereby amended and supplemented to add the following: February 2024 Securities Purchase Agreement On February 7, 2024, the Issuer entered into a securities purchase agreement (the “February 2024 Securities Purchase Agreement”) with certain institutional accredited investors (the “February 2024 PIPE Investors”), pursuant to which the Issuer agreed to issue and sell to the February 2024 PIPE Investors in a private placement (the “February 2024 Private Placement”) (i) an aggregate of 8,339,169 shares of Common Stock (the “Shares”) at a price of $13.50 per share; and (ii) an aggregate of 549,755 warrants (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 February 2024 Private Placement closed on February 12, 2024. Samsara LP purchased 555,555 shares of Common Stock in the February 2024 Private Placement, for total consideration of $7,499,992.50. The source of funds for Samsara LP’s purchase of Common Stock in the February 2024 Private Placement was capital contributions for its partners. References to and the description of the February 2024 Securities Purchase Agreement set forth above in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of the February 2024 Securities Purchase Agreement, which is attached hereto as Exhibit 4 and incorporated by reference herein.

Interest in Securities of

Item 5. Interest in Securities of the Issuer (a) – (b).The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof. The ownership percentages in the table below are based upon the sum of (i) 41,105,118 outstanding shares of Common Stock, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2023, (ii) 8,339,169 shares of Common Stock issued in the February 2024 Private Placement, and (iii) with respect to Dr. Akkaraju, only, the number of shares issuable upon exercise of stock options within 60 days hereof. Reporting Person Amount beneficially owned Percent of class: Sole power to vote or to direct the vote: Shared power to vote or to direct the vote: Sole power to dispose or to direct the disposition of: Shared power to dispose or to direct the disposition of: Samsara BioCapital, L.P. (1) 5,074,916 10.3 % 0 5,074,916 0 5,074,916 Samsara BioCapital GP, LLC (1) 5,074,916 10.3 % 0 5,074,916 0 5,074,916 Srinivas Akkaraju (1)(2) 5,092,027 10.3 % 17,111 5,092,027 17,111 5,092,027 (1) Samsara LP is the record holder of 5,074,916 shares of Common Stock. Samsara LLC is the general partner of Samsara LP and may be deemed to beneficially own the shares held by Samsara LP. Dr. Akkaraju has voting and investment power over the shares held by Samsara LP and, accordingly, may be deemed to beneficially own the shares held by Samsara LP. (2) Includes 17,111 shares of Common Stock issuable upon exercise of stock options held by Dr. Akkaraju that will be exercisable within 60 days of the date hereof. (c) Except as described in Item 3, during the past 60 days, the Reporting Persons have not effected any transactions in the Common Stock. (d) None (e) Not applicable.

Material to be Filed as Exhibits

Item 6. Material to be Filed as Exhibits

of the Original Schedule 13D is hereby amended and supplemented

Item 6 of the Original Schedule 13D is hereby amended and supplemented to add the following:

is incorporated by reference

Item 3 is incorporated by reference. Pursuant to the February 2024 Securities Purchase Agreement, the Issuer agreed to file a registration statement with the SEC within 60 days after the closing of the February 2024 Private Placement (subject to certain exceptions) for purposes of registering the resale of the Shares and the Warrant Shares, to use its reasonable best efforts to have such registration statement declared effective within the time period set forth in the February 2024 Purchase Agreement, and to keep such registration statement effective until the earliest of (i) the time as all of the Shares and Warrant Shares purchased by the February 2024 PIPE Investors pursuant to the terms of the February 2024 Purchase Agreement have been sold pursuant to the registration statement, or (ii) such time as the Shares and Warrant Shares become eligible for resale by non-affiliates without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). References to and the description of the February 2024 Securities Purchase Agreement set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the February 2024 Securities Purchase Agreement, which is attached hereto as Exhibit 4 and incorporated by reference herein.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the Statement is hereby amended and

Item 7 of the Statement is hereby amended and supplemented to add the following: Exhibit Number Description 4 Securities Purchase Agreement, dated February 7, 2024, by and between Mineralys Therapeutics, Inc. and each of the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on February 8, 2024)

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 2024 Samsara BioCapital, L.P. By: /s/ Abrar Hussain Name: /s/ Abrar Hussain Title: Attorney-in-Fact Samsara BioCapital GP, LLC By: /s/ Abrar Hussain Name: /s/ Abrar Hussain Title: Attorney-in-Fact Srinivas Akkaraju, M.D., Ph.D. By: /s/ Abrar Hussain Name: /s/ Abrar Hussain Title: Attorney-in-Fact

View Full Filing

View this SC 13D/A filing on SEC EDGAR