Frazier Life Sciences boosts Mirum (NASDAQ: MIRM) stake and gains resale rights
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Frazier Life Sciences-affiliated funds and managers have updated their ownership disclosures in Mirum Pharmaceuticals, Inc. (MIRM) through Amendment No. 8 to a Schedule 13D. The filing shows Frazier Life Sciences IX, L.P. holding 3,566,912 shares of common stock, representing 5.9% of the class, and Frazier Life Sciences X, L.P. holding 459,010 shares, or 0.8%. Frazier Life Sciences Public Fund, L.P. holds 2,514,947 shares, or 4.2%, while other Frazier funds hold smaller stakes.
The filing attributes 4,025,922 shares, or 6.7% of the class, to James N. Topper through shared voting and investment power over certain funds, and 4,108,404 shares, or 6.8%, to Patrick J. Heron, including 76,779 option shares. The investors state the shares were acquired for investment purposes and that they have no present plans for mergers, control changes, or other major corporate actions. A registration rights agreement dated December 7, 2025 entitles several Frazier funds to have Mirum register for resale both their common shares and shares underlying pre-funded warrants purchased on January 23, 2026, including warrants held by the public fund subject to a 9.99% beneficial ownership cap.
Positive
- None.
Negative
- None.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
MIRUM PHARMACEUTICALS, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
604749101 (CUSIP Number) |
Jennifer Martin 1700 Seventh Ave, Suite 1120, Seattle, WA, 98101 (206) 451-8040 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/23/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
Frazier Life Sciences IX, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,566,912.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLS IX, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,566,912.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLS IX, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,566,912.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
Frazier Life Sciences X, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
459,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLS X, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
459,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLS X, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
459,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
Frazier Life Sciences Public Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,514,947.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts reported in rows 8, 10 and 11 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See Item 5(a) to this Statement.
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLSP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,514,947.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts reported in rows 8, 10 and 11 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See Item 5(a) to this Statement.
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLSP, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,514,947.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amounts reported in rows 8, 10 and 11 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See Item 5(a) to this Statement.
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
Frazier Life Sciences XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,075,884.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLS XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,075,884.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLS XI, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,075,884.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
Frazier Life Sciences XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,931.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLS XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,931.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
FHMLS XII, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,931.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
James N. Topper | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,025,922.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 represents (i) 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P., and (ii) 459,010 shares of Common Stock held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, and (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 604749101 |
| 1 |
Name of reporting person
Patrick J. Heron | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,108,404.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 represents (i) 5,703 shares of Common Stock held directly by the Reporting Person, (ii) 76,779 shares of Common Stock that are issuable upon the exercise of options held directly by the Reporting Person, (iii) 3,566,912 shares of Common Stock held directly by Frazier Life Sciences IX, L.P., and (iv) 459,010 shares of Common Stock held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 13 is calculated based on the sum of (i) 51,393,574 shares of Common Stock outstanding on October 31, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, (ii) 5,196,009 shares of Common Stock that were anticipated to be issued in connection with the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iii) 2,385,149 shares of Common Stock that were anticipated to be issued by the Issuer in a private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025, (iv) 1,000,000 shares of Common Stock that were anticipated to be issued by the Issuer in an additional private placement transaction immediately following the acquisition of Bluejay Therapeutics, Inc., as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2025, and (v) 76,779 shares of Common Stock that are issuable upon the exercise of options held directly by the Reporting Person.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
MIRUM PHARMACEUTICALS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
989 E Hillsdale Blvd., Suite 300, FOSTER CITY,
CALIFORNIA
, 94404. | |
Item 1 Comment:
This Amendment No. 8 ("Amendment No. 8") to Schedule 13D amends the statement on Schedule 13D filed on July 26 2019 (the "Original Schedule 13D") as amended on April 29, 2020, December 18, 2020, August 16, 2022, April 14, 2023, September 5, 2023, August 20, 2025 and November 4, 2025 (the "Prior Amendments", and together with the Original Schedule 13D and this Amendment No. 8, the "Schedule 13D"). Except as otherwise specified in this Amendment No. 8, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged. All capitalized terms used in this Amendment No. 8 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments. | ||
| Item 2. | Identity and Background | |
| (a) | The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences IX, L.P. ("FLS IX")
FHMLS IX, L.P.
FHMLS IX, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences XII, L.P. ("FLS XII")
FHMLS XII, L.P.
FHMLS XII, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron" and together with Topper, the "Members") | |
| (c) | Item 2(c) is hereby amended and restated in its entirety to read as follows:
FLS IX is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLS IX, L.P. is to serve as general partner of FLS IX. The sole business of FHMLS IX, L.L.C. is to serve as general partner of FHMLS IX, L.P.
FLS X is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLS X, L.P. is to serve as general partner of FLS IX. The sole business of FHMLS X, L.L.C. is to serve as general partner of FHMLS X, L.P.
FLSPF is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLSP, L.P. is to serve as general partner of FLSPF. The sole business of FHMLSP, L.L.C. is to serve as general partner of FHMLSP, L.P.
FLS XI is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLS XI, L.P. is to serve as general partner of FLS XI. The sole business of FHMLS XI, L.L.C. is to serve as general partner of FHMLS XI, L.P.
FLS XII is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLS XII, L.P. is to serve as general partner of FLS XII. The sole business of FHMLS XII, L.L.C. is to serve as general partner of FHMLS XII, L.P.
The principal business of the Members is to manage FLS IX, FHMLS IX, L.P., FHMLS IX, L.L.C., FLS X, FHMLS X, L.P., FHMLS X, L.L.C., FLSPF, FHMLSP, L.P., FHMLSP, L.L.C., FLS XI, FHMLS XI, L.P., FHMLS XI, L.L.C., FLS XII, FHMLS XII, L.P., FHMLS XII, L.L.C.
and a number of affiliated partnerships with similar businesses. | |
| (f) | Item 2(f) is hereby amended and restated in its entirety to read as follows:
Entities:
FLS IX - Delaware, U.S.A.
FHMLS IX, L.P. - Delaware, U.S.A.
FHMLS IX, L.L.C. - Delaware, U.S.A.
FLS X - Delaware, U.S.A.
FHMLS X, L.P. - Delaware, U.S.A.
FHMLS X, L.L.C. - Delaware, U.S.A.
FLSPF - Delaware, U.S.A.
FHMLSP, L.P. - Delaware, U.S.A.
FHMLSP, L.L.C. - Delaware, U.S.A.
FLS XI - Delaware, U.S.A.
FHMLS XI, L.P. - Delaware, U.S.A.
FHMLS XI, L.L.C. - Delaware, U.S.A.
FLS XII - Delaware, U.S.A.
FHMLS XII, L.P. - Delaware, U.S.A.
FHMLS XII, L.L.C.- Delaware, U.S.A.
Individuals:
Topper - United States Citizen
Heron - United States Citizen
| |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to incorporate Item 5(c) hereof and to replace the last paragraph with the following:
The working capital of FLS IX, FLS X, FLSPF, FLS XI and FLS XII was the source of the funds for the purchase of the FLS IX Shares, the FLS X Shares, the FLSPF Shares, the FLS XI Shares and the FLS XI Shares. No part of the purchase price of the FLS IX Shares, the FLS X Shares, the FLSPF Shares, the FLS XI Shares or the FLS XII Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FLS IX Shares, the FLS X Shares, the FLSPF Shares, the FLS XI Shares and the FLS XII Shares. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and restated in its entirety to read as follows:
Each of FLS IX, FLS X, FLSPF, FLS XI and FLS XII acquired the FLS IX Shares, the FLS X Shares, the FLSPF Shares, the FLS XI Shares and the FLS XII Shares, as the case may be, for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, FLS IX, FLS X, FLSPF, FLS XI and FLS XII and the other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5.
FLSPF directly holds 2,514,947 shares of Common Stock of the Issuer (the "FLSPF Shares"). FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF.
FLS IX directly holds 3,566,912 shares of Common Stock of the Issuer (the "FLS IX Shares"). FHMLS IX, L.P. is the general partner of FLS IX and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Heron and Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the FLS IX Shares.
FLS X directly holds 459,010 shares of Common Stock of the Issuer (the "FLS X Shares"). FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the FLS X Shares.
FLS XI directly holds 1,075,884 shares of Common Stock of the Issuer (the "FLS XI Shares"). FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI.
FLS XII directly holds 62,931 shares of Common Stock of the Issuer (the "FLS XI Shares"). FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII.
The above referenced beneficial ownership and amounts reflected on the cover pages hereto do not include certain prefunded warrants to acquire shares of Common Stock (the "Warrants"), the exercise of which is subject to certain beneficial ownership limitations. In this regard, FLSPF holds Warrants to purchase 536,412 shares of Common Stock, each of which cannot be exercised, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder of such Warrant (together with its affiliates or any other persons acting as a group together with such holder) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
Except as specifically stated herein, the filing of this Schedule 13D shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D or a member of a "group" with any other person. | |
| (c) | Except as set forth on Exhibit 10.1 of this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares during the past 60 days. | |
| (d) | Item 4 is hereby amended and restated in its entirety to read as follows:
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the FLS IX Shares, the FLS X Shares, the FLSPF Shares, the FLS XI Shares or the FLS XII Shares beneficially owned by any of the Reporting Persons, other than the respective limited partners, general partners, members and/or beneficiaries of such Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Registration Rights Agreement
Pursuant to the terms of a Registration Rights Agreement with the Issuer dated December 7, 2025 (the "Registration Rights Agreement"), certain holders of the Issuer's Common Stock, including FLSPF, FLS X, FLS XI, FLS XII, are entitled to rights with respect to the registration under the Securities Act of 1933, as amended, of the shares of Common Stock or the shares of Common Stock issuable upon exercise of the pre-funded warrants that were purchased on January 23, 2026 (the "Registrable Securities"). Under the terms of the Registration Rights Agreement, the Issuer has agreed to prepare and file a registration statement with the SEC to register for resale the Registrable Securities. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities.
Other than as described in this Schedule 13D, to the best of the Reporting Persons' knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
| ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10.1 Transactions Relating to the Common Stock of the Issuer During the Past Sixty (60) Days
Exhibit 10.2 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2025).
Exhibit 24.1 Power of Attorney
Exhibit 99.1 Joint Filing Agreement | ||
| SIGNATURE | |
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.
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FAQ
What does the latest MIRM Schedule 13D/A filing disclose about Frazier’s ownership?
The amendment shows multiple Frazier Life Sciences funds holding Mirum Pharmaceuticals common stock, including 3,566,912 shares by Frazier Life Sciences IX, L.P. (5.9% of the class) and 459,010 shares by Frazier Life Sciences X, L.P. (0.8%). Other affiliated funds report additional smaller positions.
How much of Mirum Pharmaceuticals (MIRM) is beneficially owned by James N. Topper and Patrick J. Heron?
James N. Topper is reported as beneficially owning 4,025,922 shares of Mirum common stock, or 6.7% of the class, through shared power over certain Frazier funds. Patrick J. Heron is reported as beneficially owning 4,108,404 shares, or 6.8%, including 76,779 shares issuable upon option exercise.
How were the ownership percentages in the MIRM Schedule 13D/A calculated?
The percentages are based on a total share count that combines 51,393,574 shares of Mirum common stock outstanding as of October 31, 2025 plus shares anticipated to be issued for the Bluejay Therapeutics acquisition and related private placements as described in Mirum’s Form 10-Q and Form 8-K filings.
What pre-funded warrants related to Mirum Pharmaceuticals (MIRM) does Frazier report?
Frazier Life Sciences Public Fund, L.P. holds pre-funded warrants to purchase 536,412 shares of Mirum common stock. Each warrant is subject to a 9.99% beneficial ownership limitation, meaning it cannot be exercised if it would push the holder’s ownership above that threshold.
What is the purpose of Frazier’s investment in Mirum Pharmaceuticals according to the filing?
The filing states that FLS IX, FLS X, FLSPF, FLS XI and FLS XII acquired their Mirum shares for investment purposes. They may buy or sell additional shares depending on market conditions and their evaluation of Mirum’s business, but they report no current plans for mergers, control changes, or other major corporate actions.
What registration rights do Frazier funds have for their MIRM shares and warrants?
Under a Registration Rights Agreement dated December 7, 2025, certain Frazier funds, including FLSPF, FLS X, FLS XI and FLS XII, are entitled to have Mirum register for resale their common shares and the common shares issuable upon exercise of pre-funded warrants purchased on January 23, 2026. Mirum agreed to bear the fees and expenses of this registration.
Does the Frazier Schedule 13D/A for MIRM indicate any plans to change Mirum’s control or strategy?
No. The Reporting Persons state they do not currently have plans for mergers, asset sales, board changes, capitalization changes, delisting, or other major corporate actions involving Mirum, beyond the possibility of buying or selling shares based on market and business evaluations.