Mineralys Therapeutics (NASDAQ: MLYS) suspends ATM stock program

Rhea-AI Filing Summary

Mineralys Therapeutics, Inc. reported that on September 2, 2025 it delivered written notice to BofA Securities and Evercore Group suspending its use of, and terminating, the April 11, 2024 prospectus supplement for its at-the-market (ATM) equity offering program. This prospectus supplement had covered sales of common stock under the ATM Equity Offering Sales Agreement dated March 21, 2024.

The company stated it will not make any sales of common stock under the Sales Agreement unless and until a new prospectus supplement is filed with the SEC. The underlying Sales Agreement with BofA Securities and Evercore remains in full force and effect.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 2, 2025

MINERALYS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-41614			84-1966887
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)
150 N. Radnor Chester Road, Suite F200 Radnor, Pennsylvania						19807
(Address of principal executive offices)						(Zip Code)
			(888) 378-6240
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			MLYS			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events.

On September 2, 2025, Mineralys Therapeutics, Inc. (the “Company”) delivered written notice to BofA Securities, Inc. (“BofA”) and Evercore Group L.L.C. (“Evercore”), that it was suspending its use of and terminating the prospectus supplement, dated April 11, 2024, related to the Company’s common stock, $0.0001 par value per share, issuable pursuant to the terms of the ATM Equity Offering Sales Agreement, dated March 21, 2024, by and among the Company, BofA and Evercore (the “Sales Agreement”). The Company will not make any sales of common stock pursuant to the Sales Agreement unless and until a new prospectus supplement is filed with the Securities and Exchange Commission; however, the Sales Agreement remains in full force and effect.

A copy of the Sales Agreement was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 21, 2024.

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.

			MINERALYS THERAPEUTICS, INC.
Date: September 2, 2025			By:			/s/ Adam Levy
			Name:			Adam Levy
			Title:			Chief Financial Officer and Secretary

FAQ

What did Mineralys Therapeutics (MLYS) disclose in this 8-K?

Mineralys Therapeutics disclosed that it suspended its use of, and terminated, the April 11, 2024 prospectus supplement for its at-the-market equity offering program under the ATM Equity Offering Sales Agreement with BofA Securities and Evercore.

Does Mineralys Therapeutics’ ATM Equity Offering Sales Agreement still remain in effect?

Yes. Mineralys Therapeutics stated that the ATM Equity Offering Sales Agreement dated March 21, 2024 with BofA Securities and Evercore remains in full force and effect, even though the related April 11, 2024 prospectus supplement has been suspended and terminated.

Can Mineralys Therapeutics (MLYS) still sell common stock under the ATM program?

Mineralys Therapeutics indicated it will not make any sales of common stock under the ATM Equity Offering Sales Agreement unless and until a new prospectus supplement is filed with the Securities and Exchange Commission.

Which counterparties are involved in Mineralys Therapeutics’ ATM Sales Agreement?

The ATM Equity Offering Sales Agreement is among Mineralys Therapeutics, BofA Securities, Inc. and Evercore Group L.L.C.

When was the suspended prospectus supplement for Mineralys Therapeutics’ ATM program originally dated?

The prospectus supplement that Mineralys Therapeutics has suspended and terminated was dated April 11, 2024.

Where was the ATM Equity Offering Sales Agreement for Mineralys Therapeutics originally filed?

A copy of the ATM Equity Offering Sales Agreement was filed as Exhibit 1.2 to Mineralys Therapeutics’ Registration Statement on Form S-3 filed with the SEC on March 21, 2024.