Tarsus Announces Pricing of $100.0 Million Public Offering

Rhea-AI Summary

Tarsus Pharmaceuticals, Inc. announces the pricing of an underwritten public offering, including common stock and pre-funded warrants, with expected gross proceeds of approximately $100.0 million. The offering is led by joint book-running managers Goldman Sachs & Co. LLC, BofA Securities, Guggenheim Securities, LLC, and Oppenheimer & Co.

Insights

Financial Analyst

The public offering of Tarsus Pharmaceuticals' common stock and pre-funded warrants is a strategic move to raise capital, with an expected gross proceeds of around $100 million. This influx of funds can be pivotal for the company's growth trajectory, especially in expanding its eye care product line and furthering research and development efforts. By analyzing the offering price of $32.00 per share and the slight discount for pre-funded warrants, it seems the company is leveraging current market conditions to optimize capital raise without significant dilution of existing shareholders' value.

Furthermore, the involvement of prominent financial institutions like Goldman Sachs and BofA Securities as joint book-running managers indicates a strong underwriting process, potentially increasing investor confidence. The 30-day option for underwriters to purchase additional shares adds a buffer to raise more capital if market demand is higher than anticipated. For investors, the key metrics to watch would be the post-offering share performance and the company's subsequent use of the raised capital in driving value creation.

Market Research Analyst

In the context of the pharmaceutical industry, Tarsus Pharmaceuticals' decision to conduct an underwritten public offering can be seen as a response to the competitive landscape that requires continuous investment in innovation. The offering's timing may be influenced by market receptiveness to biotech investments and the company's strategic positioning within the eye care niche, which is experiencing a growing demand due to an aging population and the prevalence of eye-related conditions.

Market trends suggest that investors are keen on companies with a clear development pipeline and potential for breakthrough therapies. Tarsus' focus on unmet needs in eye care could resonate well with these investment trends, provided they effectively communicate their R&D progress and potential market impact. It is essential to evaluate how this capital raise aligns with the company's long-term strategic goals and the anticipated return on investment for stakeholders.

Legal Expert

The legal aspects of Tarsus Pharmaceuticals' public offering, including the SEC registration statement and prospectus requirements, are crucial for compliance and transparency. The automatic effectiveness of the registration upon filing demonstrates a streamlined regulatory process, which is beneficial for the company's swift access to capital markets. Investors should review the final prospectus supplement for a detailed understanding of the offering's terms, risks and the company's financial health.

It's important to note that the offering is restricted from states or jurisdictions where it would be unlawful without proper registration or qualification under local securities laws. This legal framework ensures that the offering adheres to stringent regulations, safeguarding investor interests. Potential investors must be aware of these legal stipulations to avoid any regulatory complications that could affect their investment decisions.

IRVINE, Calif., March 01, 2024 (GLOBE NEWSWIRE) -- Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS) (the “Company” or “Tarsus”), whose mission is to focus on unmet needs and apply proven science and new technology to revolutionize treatment for patients, starting with eye care, today announced the pricing of an underwritten public offering of 2,812,500 shares of its common stock at a public offering price of $32.00 per share, and, in lieu of common stock to a certain investor, pre-funded warrants to purchase up to 312,500 shares of its common stock at a public offering price of $31.9999, which represents the per share public offering price for the common stock less the $0.0001 per share exercise price for each pre-funded warrant. In addition, Tarsus has granted the underwriters a 30-day option to purchase up to an additional 468,750 shares of its common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Tarsus, are expected to be approximately $100.0 million, excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close March 5, 2024, subject to the satisfaction of customary closing conditions.

Goldman Sachs & Co. LLC, BofA Securities, Guggenheim Securities, LLC and Oppenheimer & Co. are acting as joint book-running managers for the offering.

A registration statement relating to the securities to be sold in the offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2024 and became automatically effective upon filing. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. The offering is being made only by means of a prospectus supplement and the accompanying prospectus which forms a part of the effective shelf registration statement.  

A preliminary prospectus supplement related to the offering (including the accompanying prospectus) has been filed with the SEC and is available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus may also be obtained, when available, from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, or by email at dg.prospectus_requests@bofa.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, New York 10004, by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these 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.

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-03 as an investigational therapy for the treatment of Meibomian Gland Disease, TP-04 for the treatment of rosacea and TP-05 as an oral tablet for the prevention of Lyme disease, all of which are in Phase 2.

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 market conditions and satisfaction of customary closing conditions related to the public offering. Further, there are other risks and 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, 2023, filed on February 27, 2024, 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.

Contacts:
Media Contact
Adrienne Kemp
Sr. Director, Corporate Communications
(949) 922-0801
AKemp@tarsusrx.com

Investor Contact:
David Nakasone
Head of Investor Relations
(949) 620-3223
DNakasone@tarsusrx.com

FAQ

What did Tarsus Pharmaceuticals announce?

Tarsus Pharmaceuticals announced the pricing of an underwritten public offering of common stock and pre-funded warrants.

How many shares were offered in the public offering?

2,812,500 shares of common stock and pre-funded warrants to purchase up to 312,500 shares.

What is the public offering price per share?

The public offering price is $32.00 per share for common stock and $31.9999 for pre-funded warrants.

Who are the joint book-running managers for the offering?

Goldman Sachs & Co. LLC, BofA Securities, Guggenheim Securities, LLC, and Oppenheimer & Co. are the joint book-running managers.

What are the expected gross proceeds from the offering?

The expected gross proceeds are approximately $100.0 million.