Mineralys Therapeutics, Inc. SEC Filings

Rodman David Malcom, Chief Medical Officer of Mineralys Therapeutics (MLYS), reported two open-market sales of company common stock on 09/15/2025 under a Rule 10b5-1 trading plan adopted on October 25, 2024. He sold a total of 11,367 shares in multiple transactions: 9,302 shares at a weighted-average price of $35.9004 and 2,065 shares at a weighted-average price of $36.4748. The filings show the sales occurred at prices within ranges of $35.4000–$36.3955 and $36.4026–$36.7005 respectively, and the reporting person is left with 83,589 and then 81,524 shares beneficially owned following each reported transaction. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Mineralys Therapeutics, Inc. (MLYS) Form 144 shows a proposed sale of 11,367 shares of common stock via Merrill Lynch with an aggregate market value of $409,266.28, to be sold approximately on 09/15/2025 on NASDAQ. The filer reports acquiring those shares by exercising employee stock options on 09/11/2024 (5,018 shares) and 09/12/2024 (6,349 shares), with cash payment on the acquisition dates. The filing lists 66,295,184 shares outstanding. The document also discloses two recent sales by the same person: 11,365 shares sold on 08/13/2025 for $146,987.47 and 11,366 shares sold on 07/14/2025 for $165,878.90. The broker named is Merrill Lynch, 225 Liberty St, New York.

Srinivas Akkaraju, a director of Mineralys Therapeutics (MLYS), reported an indirect purchase of 588,235 shares on 09/04/2025 at a reported price of $25.50 per share. The Form 4 shows those shares are held through Samsara Opportunity Fund, L.P., and the filing also reports beneficial ownership of 5,674,916 shares held indirectly through Samsara BioCapital, L.P. The filing includes standard disclaimers that the reporting person disclaims beneficial ownership except to the extent of pecuniary interest and explains the GP/LP relationships that give the reporting person voting and investment power over the funds' holdings.

Amendment No. 3 to a Schedule 13D reports that Samsara-affiliated entities and Dr. Srinivas Akkaraju collectively beneficially own 6,346,194 shares of Mineralys Therapeutics, Inc. common stock, representing 8.2% of the class. The filing discloses that on September 4, 2025, Samsara Opportunity Fund, L.P. purchased 588,235 shares at $25.50 per share in the issuer's public offering for an aggregate price of $14,999,993, funded by short-term borrowing from Samsara BioCapital, L.P. Ownership breakouts include 5,674,916 shares held by Samsara BioCapital, L.P. (7.3%) and 588,235 held by Samsara Opportunity Fund, L.P. (0.8%), with Dr. Akkaraju holding vested and near-vesting options that are included in his 8.2% figure. A 60-day lock-up from September 2, 2025 applies to directors and officers, including Dr. Akkaraju.

RA Capital and related persons report ownership of 7,796,433 shares of Mineralys Therapeutics (MLYS), representing 9.9% of the company on a stated basis. The filing amends prior Schedule 13D disclosures to reflect that on September 4, 2025 the RA Capital Healthcare Fund, L.P. purchased 1,176,470 shares in the issuer's September 2025 public offering at $25.50 per share for an aggregate $29,999,985 funded from the Fund's working capital. The reporting persons disclose 5,456,521 shares held directly by the Fund, 1,867,229 shares held by RA Capital Nexus Fund III, vested and soon-to-vest employee options, and Pre-Funded Warrants subject to a "Beneficial Ownership Blocker" that prevents exercise above 9.99% ownership. RA Capital serves as investment adviser and has sole voting and dispositive power for the Fund and Nexus Fund III, though the Fund and Nexus Fund III disclaim beneficial ownership for Section 13(d) purposes due to delegation of those powers.

RA Capital entities reported an acquisition of Mineralys Therapeutics (MLYS) common stock on 09/04/2025. The filing shows a purchase of 1,176,470 shares at $25.50 per share. After the transaction, the reporting persons disclosed 5,456,521 shares beneficially owned (indirect) and an additional line showing 1,867,229 shares beneficially owned (indirect), with holdings held directly by RA Capital Healthcare Fund, L.P. and Nexus Fund III, L.P. The filing identifies RA Capital Management, L.P. as adviser and names Dr. Peter Kolchinsky and Rajeev Shah among reporting individuals; a partner of the adviser, Dr. Derek DiRocco, serves on the issuer's board. The form is signed by the reporting persons on 09/08/2025.

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.

Mineralys Therapeutics (MLYS) is offering securities under a $500,000,000 registration, including resale registration for 8,888,924 shares related to a $120.0 million private placement completed at $13.50 per share (including pre-funded warrants). The company is an emerging growth and smaller reporting company and its common stock trades on Nasdaq under MLYS (last reported price $12.69 on March 15, 2024). An underwriter option allows purchase of up to 1,470,588 additional shares for 30 days. Mineralys is a clinical-stage biopharma developing lorundrostat, an oral aldosterone synthase inhibitor; a Phase 2 proof-of-concept trial in 200 subjects reported a clinically meaningful, statistically significant blood-pressure reduction with once-daily dosing and good tolerability. The prospectus discloses broad use-of-proceeds discretion, a 60-day lock-up for insiders, extensive international selling restrictions, and tax and dividend treatment details for non-U.S. holders.