[8-K] Mineralys Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Mineralys Therapeutics entered into an underwriting agreement to sell 9,803,921 shares of common stock at a public offering price of $25.50 per share, with the underwriters purchasing the shares from the company at $23.97 per share. The company expects net proceeds of approximately $234.7 million, or about $269.9 million if the underwriters' 30-day option to buy an additional 1,470,588 shares is exercised in full. The offering is expected to close on September 4, 2025, subject to customary closing conditions.

The transaction is being conducted under previously declared Form S-3 registration statements and is accompanied by customary representations, indemnities and closing conditions. The filing includes the underwriting agreement and counsel opinion as exhibits. The company also included a forward-looking statements caution noting that actual results may differ due to market conditions and closing risks.

Positive

• Net proceeds of approximately $234.7 million provide meaningful liquidity to fund operations
• Upsize option for 1,470,588 shares allows the company to raise an additional ~$35.2 million if exercised
• Underwritten by prominent banks (BofA, Evercore, Goldman Sachs), indicating institutional distribution support
• Offering conducted under effective Form S-3 registrations, streamlining the process

Negative

• Issuance of 9,803,921 new shares will dilute existing shareholders' ownership
• Closing is subject to customary conditions and market risk, so proceeds are not guaranteed
• Forward-looking statements warn actual results may differ due to market conditions and business risks

Insights

Financial Analyst

TL;DR: Mineralys is raising substantial cash through an at-the-market follow-on offering, improving liquidity while increasing share count.

The deal issues 9.8 million shares at $25.50, producing roughly $234.7 million in net proceeds and up to $269.9 million if the 30-day option is exercised. For a clinical-stage biotech, this level of financing materially bolsters the cash runway and supports ongoing operations or development programs. Pricing and reputable lead managers (BofA, Evercore, Goldman Sachs) suggest demand sufficient to place the offering, though dilution to existing shareholders is an important trade-off. The transaction is conditional on customary closing requirements and subject to market risk.

Corporate Governance Expert

TL;DR: Transaction follows standard underwriting practices with typical representations and indemnities; governance implications are routine.

The underwriting agreement contains customary representations, warranties, indemnification and termination provisions and is filed as an exhibit. The use of Form S-3 registration statements indicates compliance with SEC registration mechanics. From a governance perspective, the filing documents standard disclosure and does not signal unusual contractual or control provisions. The forward-looking cautionary language adheres to safe-harbor norms.

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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. (“Mineralys” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Evercore Group L.L.C. and Goldman Sachs & Co. LLC as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale of 9,803,921 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The price to the public in this offering is $25.50 per share. The Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $23.97 per share. The net proceeds to the Company from this offering are expected to be approximately $234.7 million, or approximately $269.9 million if the Underwriters’ option to purchase additional shares is exercised in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In addition, under the terms of the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 1,470,588 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on September 4, 2025, subject to the satisfaction of customary closing conditions.

The offering is being made pursuant to the Company’s registration statements on Form S-3 and Form S-3MEF (Registration Statement Nos. 333-278122 and 333-289998, respectively) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), and a prospectus supplement and accompanying prospectus filed with the SEC.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of Common Stock in the offering is attached as Exhibit 5.1 to this report.

The Company issued a press release on September 2, 2025 announcing the commencement of the offering and on September 2, 2025 announcing the pricing of the offering, which press releases are attached as Exhibits 99.1 and 99.2, respectively, to this report.

***

Mineralys cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the completion of the offering and the expected net proceeds therefrom. The inclusion of forward-looking statements should not be regarded as a representation by Mineralys that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in Mineralys’ business, including those described in the Company’s other 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 Mineralys undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
1.1						Underwriting Agreement, dated September 2, 2025, by and among Mineralys Therapeutics, Inc. and BofA Securities, Inc., Evercore Group L.L.C. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein
5.1						Opinion of Latham & Watkins LLP
23.1						Consent of Latham & Watkins LLP (included in Exhibit 5.1)
99.1						Press Release dated September 2, 2025
99.2						Press Release dated September 2, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 3, 2025			By:			/s/ Adam Levy
			Name:			Adam Levy
			Title:			Chief Financial Officer and Secretary

FAQ

How many shares is Mineralys (MLYS) selling in the offering?

The company is selling 9,803,921 shares of common stock, with a 30-day option for an additional 1,470,588 shares.

At what price per share was the offering priced?

The public offering price is $25.50 per share and the underwriters purchase the shares from the company at $23.97 per share.

How much net proceeds will Mineralys receive from the offering?

Net proceeds are expected to be approximately $234.7 million, or about $269.9 million if the underwriters' option is exercised in full.

When is the offering expected to close?

The offering is expected to close on September 4, 2025, subject to customary closing conditions.

Under what registration statements is the offering being made?

The offering is being made under the company’s Form S-3 and Form S-3MEF registration statements (Nos. 333-278122 and 333-289998).