Tarsus buys Alkeus in $270M cash-plus-stock deal
Tarsus closes the Alkeus acquisition, adding Phase 3 oral Stargardt candidate ALK-001 and committing to up-front, milestone and royalty-based consideration.
Rhea-AI Filing Summary
Tarsus Pharmaceuticals, Inc. (TARS) completed its acquisition of Alkeus Pharmaceuticals, Inc. on September 4, 2026, merging Apex 2026 Merger Sub into Alkeus, which now operates as a wholly owned subsidiary. Tarsus paid $270,000,000 in up-front cash, subject to customary and post-closing adjustments, and issued 2,908,692 shares of common stock as additional up-front consideration to Alkeus equityholders.
Alkeus holders are also eligible for up to $350,000,000 in future milestone payments, including $250,000,000 payable in cash and/or Tarsus common stock upon U.S. regulatory approval of an Alkeus product, and $100,000,000 in cash upon the first U.S. sale of an Alkeus product, plus tiered low-to-mid single-digit revenue sharing on future annual worldwide gildeuretinol (ALK-001) net sales. Tarsus gains worldwide rights to ALK-001, an oral Phase 3 investigational therapy for Stargardt disease, which has received Breakthrough Therapy, Orphan Drug, Fast Track and Rare Pediatric Disease designations from the FDA and is being studied in the NORTHSTAR Phase 3 trial with topline data anticipated in 2029.
Positive
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Filing Explained
On September 4, 2026, Tarsus completed the acquisition and issued shares that dilute existing ownership; combined financial information remains pending.
The acquisition is complete, and the registration rights agreement with certain Alkeus equityholders became effective at closing, adding a post-closing registration mechanism for those holders’ Tarsus shares.
Tarsus issued 2,908,692 shares at closing as stock consideration. That increases the total share count and reduces existing holders’ percentage ownership absent offsetting changes; the filing does not state that these shares were sold in this filing.
The filing does not yet include the acquired business’s financial statements or pro forma combined information. Tarsus says both will be filed by amendment no later than 71 calendar days after the required filing date.
8-K Event Classification
3 items: 2.01, 8.01, 9.01
3 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
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, or exhibit attachments filed with this report.
Key Figures
Up-front cash consideration: $270,000,000
Up-front stock consideration: 2,908,692 shares
Total potential milestone payments: $350,000,000
+5 more
8 metrics
Up-front cash consideration
$270,000,000
Cash paid at closing for the Alkeus acquisition, subject to adjustments
Up-front stock consideration
2,908,692 shares
Common stock issued to Alkeus equityholders at closing
Total potential milestone payments
$350,000,000
Contingent consideration tied to U.S. approval and first sale of an Alkeus product
Regulatory approval milestone
$250,000,000
Cash and/or stock upon U.S. regulatory approval of an Alkeus product
First commercial sale milestone
$100,000,000
Cash payable upon first sale of an Alkeus product in the United States
Stargardt prevalence (U.S.)
86,000 people
Estimated number of people affected in the United States
Clinically diagnosed Stargardt cases (U.S.)
More than 36,000 people
Estimated clinically diagnosed population in the United States
NORTHSTAR topline data timing
2029
Anticipated year for Phase 3 ALK-001 topline results
Key Terms
tiered revenue sharing payments, Breakthrough Therapy, Orphan Drug, Rare Pediatric Disease, +2 more
6 terms
tiered revenue sharing payments financial
"tiered revenue sharing payments in the low-to-mid single digits as a percentage"
Breakthrough Therapy regulatory
"ALK-001 has received Breakthrough Therapy, Orphan Drug, Fast Track"
A breakthrough therapy is a regulatory designation granted to an experimental drug or treatment when early clinical evidence indicates it could offer a substantial improvement over existing options for a serious or life‑threatening condition. For investors it matters because the label brings faster, more intensive interaction with regulators and can shorten development and review time—like a VIP fast‑track toward potential approval, reducing time and risk before a product can reach the market.
Orphan Drug regulatory
"ALK-001 has received Breakthrough Therapy, Orphan Drug, Fast Track"
A drug designated for an orphan disease is a medicine developed to treat a rare condition that affects only a small number of people. Regulators often give these drugs special incentives—such as reduced costs, faster review, and temporary exclusive selling rights—to encourage development, which matters to investors because those incentives can make a small market financially viable and reduce competition, much like a temporary patent on a niche product.
Rare Pediatric Disease regulatory
"and Rare Pediatric Disease designations from the U.S. Food and Drug"
A rare pediatric disease is a serious medical condition that primarily affects children and occurs so infrequently that only a small number of patients exist. Investors care because treatments for such conditions often get special regulatory incentives—think of government fast lanes and rewards for developers—making smaller markets potentially profitable due to pricing power, shorter development timelines, and reduced competition, much like a niche product that receives government-backed advantages.
Stargardt disease medical
"Stargardt’s disease, a potentially blinding disease with no FDA-approved"
A hereditary eye disorder that gradually destroys the macula, the small central part of the retina responsible for sharp, straight‑ahead vision; imagine the center of a camera sensor losing pixels so faces and words become blurred while peripheral sight stays. It matters to investors because it defines the size and urgency of the market for new drugs, gene therapies and diagnostics, shapes clinical trial design and regulatory risk, and influences potential future revenue and valuation for companies developing treatments.
Phase 3 trial medical
"currently being evaluated in the global NORTHSTAR Phase 3 trial"
A Phase 3 trial is a large, late-stage test of a new drug or medical treatment done on many people to make sure it really works and is safe. For investors, it matters because a successful Phase 3 usually means the company can ask regulators to sell the product and could earn lots of money, while failure can sharply reduce the company’s value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Tarsus Pharmaceuticals (TARS) pay to acquire Alkeus Pharmaceuticals?
Tarsus paid $270,000,000 in up-front cash, subject to adjustments, and issued 2,908,692 shares of common stock to Alkeus equityholders at closing, with additional potential milestone and revenue sharing payments tied to ALK-001 regulatory and commercial success.
What additional milestone payments could TARS owe from the Alkeus acquisition?
Tarsus agreed to pay up to $350,000,000 in milestones: $250,000,000 payable in cash and/or shares upon U.S. regulatory approval of an Alkeus product, and $100,000,000 in cash upon the first U.S. sale of an Alkeus product, plus tiered revenue sharing on gildeuretinol net sales.
What asset did Tarsus gain through the Alkeus acquisition?
Tarsus gained worldwide rights to gildeuretinol acetate (ALK-001), a once-daily oral investigational small molecule in Phase 3 for Stargardt disease, designed to reduce toxic vitamin A dimerization while preserving the visual cycle and holding multiple FDA designations.
What FDA designations does ALK-001, now in Tarsus’ pipeline, have?
ALK-001 has received Breakthrough Therapy, Orphan Drug, Fast Track and Rare Pediatric Disease designations from the U.S. Food and Drug Administration for the treatment of Stargardt disease.
When is Phase 3 NORTHSTAR topline data for ALK-001 expected according to TARS?
Tarsus states that topline data from the global NORTHSTAR Phase 3 trial of gildeuretinol (ALK-001) in Stargardt disease is anticipated in 2029.
How many people are affected by Stargardt disease, the target of TARS’ ALK-001?
Stargardt disease is estimated to affect as many as 86,000 people in the United States, with more than 36,000 clinically diagnosed, and there are currently no FDA-approved therapies for this inherited retinal disease.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 4, 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 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 2.01 Completion of Acquisition or Disposition of Assets.
On September 4, 2026 (the “Closing Date”), Tarsus Pharmaceuticals, Inc. (the “Company”) completed its previously announced acquisition of Alkeus Pharmaceuticals, Inc., a Delaware corporation (“Alkeus”), pursuant to that certain Agreement and Plan of Merger, dated as of July 31, 2026 (the “Merger Agreement”), by and among the Company, Alkeus, Apex 2026 Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the securityholders’ representative. On the Closing Date, pursuant to the Merger Agreement, Merger Sub was merged with and into Alkeus (the “Merger”), with Alkeus surviving the Merger as a wholly-owned subsidiary of the Company (the “Acquisition”) and, upon completion of the Acquisition, the Company (i) paid up-front cash consideration of an aggregate of $270,000,000, subject to customary adjustments and a post-closing purchase price adjustment (the “Up-front Cash Consideration”), and (ii) issued an aggregate of 2,908,692 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Up-front Stock Consideration” and, together with the Up-front Cash Consideration, the “Up-front Consideration”) to the equityholders of Alkeus. In addition to the Up-front Consideration, the Company has agreed to pay the equityholders of Alkeus: (i) milestone payments up to an aggregate amount equal to $350,000,000, $250,000,000 of which is payable in cash and/or shares of the Company’s Common Stock in such proportions as the Company may determine in its sole discretion, subject to certain limitations, upon achievement of regulatory approval of an Alkeus product in the United States and $100,000,000 of which is payable in cash upon the first sale of an Alkeus product in the United States, and (ii) tiered revenue sharing payments in the low-to-mid single digits as a percentage of future annual worldwide gildeuretinol net sales, subject to certain reductions.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
As previously disclosed in the Company’s Current Report on Form 8-K filed on August 6, 2026, in connection with the execution of the Merger Agreement on July 31, 2026, (i) certain equityholders of Alkeus entered into joinders to the Merger Agreement and (ii) the Company entered into a registration rights agreement with certain equityholders of Alkeus, which became effective upon the closing of the Acquisition, forms of which are attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 8.01 Other Events.
On September 4, 2026, the Company issued a press release announcing the completion of the Acquisition. 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.
(a) Financial statements of businesses or funds acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(d) Exhibits.
| Exhibit No. | Description | ||||||||||||||||
| 2.1*+ | Agreement and Plan of Merger, dated as of July 31, 2026, by and among the Company, Alkeus, Merger Sub and Shareholder Representative Services LLC. | ||||||||||||||||
| 10.1# | Form of Joinder and Lock-Up Agreement (included as Exhibit G to Exhibit 2.1). | ||||||||||||||||
| 10.2# | Form of Registration Rights Agreement (included as Exhibit I to Exhibit 2.1). | ||||||||||||||||
| 99.1 | Press Release issued by the Company, dated September 4, 2026. | ||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within XBRL document) | ||||||||||||||||
* Pursuant to Item 601(b)(2) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) is information of the type that the Company treats as private or confidential.
+ Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.
# Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) is information of the type that the Company treats as private or confidential.
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.
| TARSUS PHARMACEUTICALS, INC. | ||||||||||||||||||||
| Date: | September 10, 2026 | /s/ Bryan Wahl | ||||||||||||||||||
| Bryan Wahl | ||||||||||||||||||||
| General Counsel and Secretary | ||||||||||||||||||||
Tarsus Pharmaceuticals Completes Acquisition of Alkeus Pharmaceuticals, Expanding Leadership in Eye Care September 4, 2026 Adds gildeuretinol (ALK-001), a differentiated Phase 3 oral investigational medicine designed to target the underlying biology of Stargardt’s disease, a potentially blinding disease with no FDA-approved therapy Strengthens Tarsus’ differentiated pipeline and leadership in eye care IRVINE, Calif., Sept. 04, 2026 (GLOBE NEWSWIRE) -- Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS) today announced that it has completed its previously announced acquisition of Alkeus Pharmaceuticals, Inc., a privately held retinal disease-focused biotechnology company. With the completion of the acquisition, Tarsus adds worldwide rights to ALK-001, a new, investigational, late-stage molecular entity designed to reduce the accumulation of toxic dimers while preserving the normal visual cycle. Tarsus believes ALK-001 represents a potential blockbuster opportunity in one of the largest inherited retinal diseases. ALK-001 has received Breakthrough Therapy, Orphan Drug, Fast Track and Rare Pediatric Disease designations from the U.S. Food and Drug Administration (FDA) for Stargardt disease and is currently being evaluated in the global NORTHSTAR Phase 3 trial, with topline data anticipated in 2029. “Completing the Alkeus acquisition marks an important step forward in our vision to build a leading eye care company,” said Bobby Azamian, M.D., Ph.D., Chief Executive Officer and Chairman of Tarsus. “ALK-001 is highly complementary to our core strengths and has the potential to become a foundational medicine for people living with Stargardt disease, a potentially blinding disease with no FDA-approved treatment. With the transaction complete, our focus is on advancing the NORTHSTAR trial and realizing the full potential of this important clinical-stage program.” The acquisition of Alkeus, announced on August 6, 2026, closed following the satisfaction of the customary closing conditions set forth in the definitive merger agreement. About Gildeuretinol Acetate (ALK-001) Gildeuretinol acetate (ALK-001) is an investigational small molecule with a once-daily oral formulation targeting toxic vitamin A dimerization in the retina and has demonstrated a promising tolerability and efficacy profile across more than 400 individuals studied. About Stargardt Disease Stargardt disease is a rare, inherited and progressive retinal disease that often begins in childhood or early adulthood. It damages the macula, the central portion of the retina responsible for detailed vision, and can progressively affect patients' ability to read, recognize faces, drive and live independently. Stargardt disease is estimated to affect as many as 86,000 people in the United States, more than 36,000 of whom have been clinically diagnosed, and there are currently no FDA-approved therapies. 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, IRX-101 for potential use as an ocular antiseptic, and gildeuretinol for the potential treatment of Stargardt disease. 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." These statements include statements regarding the anticipated benefits of the acquisition of Alkeus and the integration of Alkeus into Tarsus; the potential mechanisms of action, therapeutic benefits of and potential market size for gildeuretinol; anticipated regulatory and development milestones; the timing for topline data for, and results of, Tarsus' clinical studies including the NORTHSTAR trial; and the quotations of Tarsus' management. The words, without limitation, "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "target," "will," "on track," 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 risks that the anticipated benefits of the acquisition are not realized. Further risks and uncertainties 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 with the SEC on February 23, 2026, and its most recent Form 10-Q filed with the SEC on August 6, 2026, copies of which are posted on its website and are available from Tarsus without charge. 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 Exhibit 99.1
Investor Contact: David Nakasone Head of Investor Relations (949) 620-3223 DNakasone@tarsusrx.com