Tarsus Pharmaceuticals (Nasdaq: TARS) prices $125M PIPE to fund programs
Rhea-AI Filing Summary
Tarsus Pharmaceuticals, Inc. agreed on August 5, 2026 to a private investment in public equity with existing and new healthcare investors, selling 2,098,519 shares of common stock at $56.00 per share and issuing pre-funded warrants to purchase up to 133,625 shares at $55.9999 per warrant, with a $0.0001 per-share exercise price. The financing is expected to close on August 7, 2026, subject to customary conditions, and is expected to generate approximately $125.0 million in gross proceeds before fees and any warrant-exercise proceeds. Tarsus plans to use net proceeds for clinical development, commercial activities and other general corporate purposes.
The pre-funded warrants are exercisable at any time, do not expire until fully exercised, and limit each holder’s ownership to 4.99% (or 9.99% if elected) of outstanding common stock after exercise. Tarsus agreed to a 90-day restriction on additional equity offerings, and its directors and officers entered 90-day lock-ups. A Registration Rights Agreement commits Tarsus to register the resale of the investors’ securities on a timeline linked to its pending acquisition of Alkeus Pharmaceuticals, with Tarsus bearing related registration expenses. Barclays acts as lead placement agent, with BofA Securities and William Blair as co-placement agents, and the securities are being sold under Section 4(a)(2) of the Securities Act.
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Filing Explained
At the expected
8-K Event Classification
4 items: 1.01, 3.02, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
PIPE gross proceeds: $125.0 million
Common shares sold: 2,098,519 shares
Pre-Funded Warrant shares: 133,625 shares
+5 more
8 metrics
PIPE gross proceeds
$125.0 million
Expected aggregate gross proceeds from the private placement, before fees and warrant exercise
Common shares sold
2,098,519 shares
Shares of common stock to be issued at $56.00 per share in the PIPE
Pre-Funded Warrant shares
133,625 shares
Maximum number of common shares underlying pre-funded warrants issued in the PIPE
Common share purchase price
$56.00 per share
Purchase price for each common share sold in the private placement
Pre-Funded Warrant purchase price
$55.9999 per warrant
Purchase price for each pre-funded warrant issued to investors
Warrant exercise price
$0.0001 per share
Exercise price per share for the pre-funded warrants
Ownership cap
4.99% or 9.99%
Beneficial ownership limits that restrict warrant exercise above these levels
Lock-up period
90 days
Duration of company, director and officer lock-ups following the Securities Purchase Agreement date
Key Terms
Pre-Funded Warrants, Registration Rights Agreement, PIPE financing, beneficially owned, +1 more
5 terms
Pre-Funded Warrants financial
"pre-funded warrants (the “Pre-Funded Warrants” and, together with the Initial Shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Registration Rights Agreement regulatory
"the Company entered into a Registration Rights Agreement with the Investors"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
PIPE financing financial
"for a private investment in public equity (“PIPE”) financing that is expected"
Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.
beneficially owned financial
"cause the aggregate number of shares of Common Stock beneficially owned by such Investor"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on the exemption provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key terms of Tarsus Pharmaceuticals (TARS) $125 million PIPE financing?
Tarsus agreed to raise $125.0 million by selling 2,098,519 common shares at $56.00 and issuing pre-funded warrants for 133,625 shares at $55.9999, with a $0.0001 exercise price per share, in a private placement to healthcare-focused investors.
What will Tarsus Pharmaceuticals (TARS) use the PIPE proceeds for?
Tarsus intends to use the net proceeds from the approximately $125.0 million PIPE financing to fund clinical development, support commercial activities, and for other general corporate purposes, providing capital for its product pipeline and business operations.
When is the Tarsus (TARS) PIPE financing expected to close and under what conditions?
The PIPE financing is expected to close on August 7, 2026, subject to the satisfaction of customary closing conditions. These conditions apply to both the common stock issuance and the pre-funded warrants sold to the participating investors.
What lock-up and issuance restrictions apply to the Tarsus (TARS) PIPE transaction?
Tarsus agreed not to issue or sell additional common stock or similar securities for 90 days without majority investor consent, subject to exceptions. Its directors and officers separately entered into 90-day lock-up agreements restricting their own share transactions.
How do the Tarsus (TARS) pre-funded warrants work and what are the ownership limits?
The pre-funded warrants are exercisable at any time, have a $0.0001 per-share exercise price, and remain outstanding until fully exercised. Holders cannot exercise if it would push their ownership above 4.99%, or 9.99% if they elected the higher cap at issuance.
What registration rights did Tarsus (TARS) grant PIPE investors?
Under a Registration Rights Agreement, Tarsus must file a resale registration statement for all registrable securities by a deadline tied to its Alkeus Pharmaceuticals merger timeline and seek SEC effectiveness within specified periods, with Tarsus covering related fees and expenses.
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) August 5, 2026
_______________
(Exact name of registrant as specified in its charter)
_______________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (949 ) 418-1801
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 | ||||||
The Nasdaq Global 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 1.01 Entry into a Material Definitive Agreement.
On August 5, 2026, Tarsus Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a syndicate of existing and new healthcare investors (the “Investors”) for a private placement of: (i) 2,098,519 shares (the “Initial Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, at a purchase price of $56.00 per share; and (ii) pre-funded warrants (the “Pre-Funded Warrants” and, together with the Initial Shares, the “Securities”) to purchase up to 133,625 shares (the “Warrant Shares” and, together with the Initial Shares, the “Shares”) of Common Stock at a purchase price of $55.9999 per Pre-Funded Warrant, which represents the per share purchase price of the Common Stock less the $0.0001 per share exercise price for each Pre-Funded Warrant.
The private placement is expected to close on August 7, 2026, subject to satisfaction of customary closing conditions. The Company expects to receive aggregate gross proceeds from the private placement of approximately $125.0 million, before deducting placement agent fees and other offering expenses payable by the Company, and excluding any proceeds the Company may receive upon exercise of the Pre-Funded Warrants. The Company currently intends to use the net proceeds of the private placement to fund clinical development and commercial activities and for other general corporate purposes.
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Investors, other obligations of the parties and termination provisions. The representations, warranties and covenants in the Securities Purchase 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 Company has agreed that, from the date of the Securities Purchase Agreement until 90 days after the date of the Securities Purchase Agreement, the Company will not, without the prior written consent of Investors holding at least a majority of the Shares outstanding (assuming full exercise of all Pre-Funded Warrants): (i) offer, pledge, sell, enter into any agreement to sell, enter into any swap or hedging arrangement or announce the sale or proposed sale of any shares of Common Stock or securities convertible into Common Stock; or (ii) file any registration statement or amendment or supplement thereto, subject to customary exceptions. In addition, each of the Company’s directors and officers entered into a lock-up agreement, pursuant to which the parties agreed to be subject to a lock-up for a period of 90 days following the date of the Securities Purchase Agreement, subject to certain exceptions.
The Pre-Funded Warrants are exercisable at any time after their original issuance, and will not expire until exercised in full. The Pre-Funded Warrants provide that the Investor will not have the right to exercise any portion thereof if such exercise would cause the aggregate number of shares of Common Stock beneficially owned by such Investor (together with its affiliates) to exceed 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.
In connection with the private placement, the Company entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”) requiring the Company to file a registration statement covering the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) with the Securities and Exchange Commission (the “SEC”) no later than the earlier of (i) the later of (x) one calendar day after the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 31, 2026 (the “Merger Agreement”), by and among the Company, Alkeus Pharmaceuticals, Inc. (“Alkeus”), Apex 2026 Merger Sub, Inc. and Shareholder Representative Services LLC and (y) 40 calendar days after the Company receives the financial statements of Alkeus required by the Merger Agreement and (ii) termination of the Merger Agreement (the “Filing Deadline”), and have the registration statement declared effective by the SEC as promptly as practicable after the filing thereof, but in any event no later than the earlier of (i) the 60th calendar day following the earlier of (x) the initial filing date of the registration statement and (y) the Filing Deadline, and (ii) the fifth business day after the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. All fees and expenses incident to the performance of or compliance with the Registration Rights Agreement by the Company will be borne by the Company, whether or not any Registrable Securities (as defined in the Registration Rights Agreement) are sold pursuant to a registration statement.
Barclays Capital Inc. (“Barclays”) acted as lead placement agent for the private placement, and BofA Securities, Inc. (“BofA Securities”) and William Blair & Company, L.L.C. (“William Blair” and, together with Barclays and BofA Securities, the “Placement Agents”) acted as co-placement agents for the private placement. The Placement Agents acted solely as placement agents and did not purchase or sell any of the Securities offered in the private placement. The Company has agreed to pay customary placement fees and reimburse certain expenses of the Placement Agents.
The above summary of the private placement, the Pre-Funded Warrants, the Securities Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such applicable agreements, copies of which are attached as Exhibits 4.1, 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Securities discussed herein, nor shall there be any offer, solicitation, or sale of the Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 of this Current Report on Form 8-K related to the Securities is hereby incorporated by reference into this Item 3.02. The Securities were sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and in reliance on similar exemptions under applicable state laws.
Item 8.01 Other Events.
On August 6, 2026, the Company issued a press release announcing the pricing of the private placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||||||||||||||
| 4.1 | Form of Pre-Funded Warrant. | ||||||||||||||||
| 10.1 | Form of Securities Purchase Agreement. | ||||||||||||||||
| 10.2 | Form of Registration Rights Agreement. | ||||||||||||||||
| 99.1 | Press Release issued by the Company, dated August 6, 2026. | ||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within XBRL document) | ||||||||||||||||
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, reflect management’s expectations as of the date of hereof, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited to, statements herein with respect to implied or express statements regarding the aggregate amount of proceeds to be received from the private placement, the closing of the private placement and the anticipated use of proceeds from the private placement. These forward-looking statements are based on our current expectations and may differ materially from actual results due to a variety of factors including, without limitation, the factors that are described under the caption “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026, and its subsequent filings with the SEC. The forward-looking statements herein are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward looking statements, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TARSUS PHARMACEUTICALS, INC. | ||||||||||||||||||||
| Date: | August 6, 2026 | By: | /s/ Jeffrey Farrow | |||||||||||||||||
| Jeffrey Farrow | ||||||||||||||||||||
| Chief Financial Officer and Chief Strategy Officer | ||||||||||||||||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||||||||||||||
Tarsus Pharmaceuticals Announces Oversubscribed $125.0 Million Private Placement Equity Financing Your publication date and time will appear here. | Source: Tarsus Pharmaceuticals, Inc IRVINE, Calif., Aug. 06, 2026 (GLOBE NEWSWIRE) -- Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS) (“Tarsus” or the “Company”) today announced that it has entered into a securities purchase agreement with certain qualified institutional buyers and accredited investors for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds of approximately $125.0 million, before deducting placement agent fees and other private placement expenses. The PIPE financing includes participation from existing investors of Alkeus Pharmaceuticals (“Alkeus”), including TCGX, Bain Capital Life Sciences, and Wellington Management. Tarsus announced the pending acquisition of Alkeus in a press release earlier today. The additional PIPE investors include new and existing Tarsus investors, including ADAR1 Capital Management, Sirenia Capital Management LP, RTW Investments, and Vestal Point Capital, among others. Pursuant to the terms of the securities purchase agreement, Tarsus is selling an aggregate of (i) 2,098,519 shares of its common stock (“Common Stock”) at a purchase price of $56.00 per share, and (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase 133,625 shares of common stock at a purchase price of $55.9999 per Pre-Funded Warrant. The Pre-Funded Warrants have an exercise price of $0.0001 per share. The PIPE financing is expected to close on August 7, 2026, subject to the satisfaction of customary closing conditions. Tarsus intends to use the net proceeds from the PIPE financing to fund clinical development and commercial activities and for other general corporate purposes. Share 1/3
Barclays is acting as lead placement agent and BofA Securities and William Blair are acting as co-placement agents in the PIPE financing. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. The sales of securities of Tarsus described above are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction's securities laws and may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and/or applicable state or other jurisdictions’ securities laws. About Tarsus Pharmaceuticals, Inc. Tarsus Pharmaceuticals, Inc. applies proven science and new technology to revolutionize treatment for patients, starting with eye care. Tarsus is advancing its pipeline to address several diseases with high unmet need across a range of therapeutic categories, including eye care, dermatology, and infectious disease prevention. XDEMVY (lotilaner ophthalmic solution) 0.25% is FDA approved in the United States for the treatment of Demodex blepharitis. Tarsus is also developing TP- 04 for the potential treatment of ocular rosacea and TP-05 as an oral tablet for the potential prevention of Lyme disease, both of which are in Phase 2, and IRX-101 for potential use as an ocular antiseptic. Forward-Looking Statements Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” The words, without limitation, “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these or similar identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, risks and uncertainties related to the satisfaction of customary closing conditions related to the PIPE financing. Further, there are other risks and ® 2/3
uncertainties that could cause actual results to differ from those set forth in the forward-looking statement and they are detailed from time to time in the reports Tarsus files with the Securities and Exchange Commission, including Tarsus’ Form 10-K for the year ended December 31, 2025, filed on February 23, 2026 with the SEC, and the most recent Form 10-Q quarterly filing filed on August 6, 2026 with the SEC, copies of which are posted on its website and are available from Tarsus without charge. However, new risk factors and uncertainties may emerge from time to time, and it is not possible to predict all risk factors and uncertainties. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements contained in this press release are based on the current expectations of Tarsus’ management team and speak only as of the date hereof, and Tarsus specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Media Contact: Adrienne Kemp Vice President, Corporate Communications (949) 922-0801 akemp@tarsusrx.com Investor Contact: David Nakasone Head of Investor Relations (949) 620-3223 DNakasone@tarsusrx.com 3/3