Tarsus Announces Pricing of Upsized $125.0 Million Public Offering

Rhea-AI Summary

Tarsus Pharmaceuticals (TARS) has announced the pricing of an upsized public offering of 2,808,988 shares of its common stock at $44.50 per share. The company expects to raise approximately $125.0 million in gross proceeds before deducting underwriting costs and other expenses.

The offering includes a 30-day option for underwriters to purchase up to an additional 421,348 shares at the public offering price, less underwriting discounts and commissions. The offering is expected to close on March 14, 2025.

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

Positive

• Successful pricing of upsized offering indicates strong market interest
• Substantial $125.0 million capital raise strengthens financial position

Negative

• Potential dilution for existing shareholders from 2.8 million new shares
• Additional dilution possible if underwriters exercise option for 421,348 shares

Insights

Financial Analyst

Tarsus Pharmaceuticals' $125 million upsized public offering represents a significant capital raise that strengthens the company's financial position. The offering of 2,808,988 shares at $44.50 per share (a modest 5.5% discount to current trading price) indicates solid institutional demand, as evidenced by the upsize from the initially planned amount.

This capital infusion is particularly noteworthy given the company's market capitalization of approximately $1.8 billion. While representing dilution of roughly 7.2% (potentially 8.3% if the underwriters' option is fully exercised), the relatively tight pricing suggests confidence from major underwriters including Goldman Sachs, BofA Securities, Barclays, and Oppenheimer.

Although the specific use of proceeds wasn't disclosed, pharmaceutical companies typically deploy such capital for clinical development acceleration, commercial infrastructure expansion, or strengthening balance sheets ahead of key milestones. For a specialty pharmaceutical company like Tarsus, which focuses on eye care therapeutics, this additional capital provides enhanced operational flexibility and potentially accelerates growth initiatives.

The successful execution of this offering amid current market conditions demonstrates institutional confidence in Tarsus' prospects, though investors should monitor the eventual disclosure of how management intends to deploy this significant capital infusion to generate shareholder value.

i

Tarsus Pharmaceuticals has successfully priced an upsized public offering of 2,808,988 shares at $44.50 per share, raising approximately $125 million in gross proceeds. The offering includes a 30-day option for underwriters to purchase an additional 421,348 shares. This capital raise represents a significant financial maneuver for a company with a market cap of approximately $1.8 billion. The pricing reflects a modest 5.5% discount to the current trading price of $47.10, which is within typical ranges for secondary offerings and suggests healthy demand. The "upsized" nature of the offering indicates stronger-than-initially-planned investor interest. While the offering will dilute existing shareholders by approximately 7.2% (potentially 8.3% if the underwriter option is fully exercised), the capital infusion significantly strengthens Tarsus' financial position. The involvement of major investment banks as joint book-running managers (Goldman Sachs, BofA Securities, Barclays, and Oppenheimer) adds credibility to the transaction. Though the specific use of proceeds wasn't disclosed in the announcement, pharmaceutical companies typically utilize such capital to advance clinical programs, build commercial infrastructure, or strengthen balance sheets ahead of key milestones. For investors, this offering represents a strategic financial decision that balances dilution against enhanced operational flexibility and growth potential.

c

Initial assumptions: 1) Upsized offering indicates strong demand 2) 5.5% discount is relatively tight 3) Dilution impact is moderate. Overlooked: Specific use of proceeds critically missing - can't fully evaluate strategic value without this information. Second-order effects: Could signal upcoming expensive clinical trials, M&A activity, or commercialization push. Market perception may question why capital is needed now. Alternative view: If company had sufficient cash runway, this could be opportunistic capital raising rather than necessity. Biases: Initial positive framing of "upsized" might overlook dilution concerns. Factual verification: Confirmed share count, offering price, and discount calculations. Hidden implications: Timing suggests confidence in near-term catalysts that might justify raising capital at current valuation. Rating justification: Despite dilution negatives, balanced by reasonable discount and apparent institutional demand. Neither exceptionally positive nor negative without use of proceeds information. After reflection, maintaining neutral rating as positives (capital strength, institutional interest) balance negatives (dilution, lack of proceeds information). Final check: No bankruptcy implications, no market characterizations beyond article facts, no prediction of outcomes, avoiding speculation on use of proceeds.

IRVINE, Calif., March 12, 2025 (GLOBE NEWSWIRE) -- Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS) (the “Company” or “Tarsus”) today announced the pricing of an upsized underwritten public offering of 2,808,988 shares of its common stock at a public offering price of $44.50 per share. In addition, Tarsus has granted the underwriters a 30-day option to purchase up to an additional 421,348 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 $125.0 million, excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on March 14, 2025, subject to the satisfaction of customary closing conditions.

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

A registration statement relating to the shares 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; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (888) 603-5847, or by email at Barclaysprospectus@broadridge.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 shares, nor shall there be any sale of these shares 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 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.

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, 2024, filed on February 25, 2025, 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

How much is Tarsus Pharmaceuticals (TARS) raising in their March 2025 public offering?

Tarsus is raising approximately $125.0 million through an upsized public offering of 2,808,988 shares priced at $44.50 per share.

What is the price per share for TARS March 2025 public offering?

The public offering price is set at $44.50 per share.

When will the TARS public offering close?

The offering is expected to close on March 14, 2025, subject to customary closing conditions.

How many additional shares can underwriters purchase in the TARS offering?

Underwriters have a 30-day option to purchase up to 421,348 additional shares at the public offering price.

Which investment banks are managing the TARS public offering?

Goldman Sachs & Co. , BofA Securities, Barclays, and Oppenheimer & Co. are acting as joint book-running managers.