Mineralys (Nasdaq: MLYS) prices $150M stock sale to fund $200M royalty buyback
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Mineralys Therapeutics, Inc. entered into an underwriting agreement for a primary offering of 5,660,378 shares of common stock at $26.50 per share. Underwriters will purchase the shares at $25.3075 per share, and net proceeds to Mineralys are expected to be about $142.5 million after fees and expenses.
The offering is expected to close on or about June 4, 2026, subject to customary conditions, and is being conducted under an effective shelf registration statement and prospectus supplement. In its press release, Mineralys stated it intends to use the net proceeds to help fund a $200.0 million upfront payment to repurchase a royalty obligation under its license agreement with Tanabe Pharma Corporation, alongside a previously announced $500 million committed debt facility from funds managed by Pharmakon Advisors.
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Insights
Mineralys raises equity to help fund royalty buyback tied to a large debt facility.
Mineralys Therapeutics is issuing 5,660,378 common shares at $26.50 per share, generating expected net proceeds of about $142.5 million. This is a fully underwritten primary offering, with all shares sold by the company and closing targeted for June 4, 2026.
The company plans to apply these funds toward a $200.0 million upfront payment to repurchase a royalty obligation under a license with Tanabe Pharma Corporation. The press release also references a separate $500 million committed debt facility from funds managed by Pharmakon Advisors, indicating a broader financing package around this royalty transaction.
This combination of equity and committed debt reshapes Mineralys’ capital structure and potentially reduces future royalty outflows, though the actual impact depends on the detailed terms of the royalty repurchase and the debt facility, which are not fully described here.
8-K Event Classification
2 items: 8.01, 9.01
2 items
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
Shares offered: 5,660,378 shares
Public offering price: $26.50 per share
Underwriter purchase price: $25.3075 per share
+5 more
8 metrics
Shares offered
5,660,378 shares
Common stock in underwritten primary offering
Public offering price
$26.50 per share
Price to investors in June 2026 offering
Underwriter purchase price
$25.3075 per share
Price paid by underwriters under agreement
Gross proceeds
$150.0 million
Aggregate gross proceeds before fees and expenses
Net proceeds
$142.5 million
Expected net to company after offering costs
Royalty buyback upfront
$200.0 million
Upfront payment to repurchase royalty obligation
Committed debt facility
$500 million
Debt facility with funds managed by Pharmakon Advisors
Expected closing date
June 4, 2026
Targeted closing for underwritten offering
Key Terms
underwriting agreement, underwritten offering, shelf registration statement, royalty obligation, +2 more
6 terms
underwriting agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC and Evercore Group L.L.C."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
underwritten offering financial
"announced today the pricing of an underwritten offering of 5,660,378 shares of its common stock"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
shelf registration statement regulatory
"offered by Mineralys pursuant to a shelf registration statement that became automatically effective upon filing"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
royalty obligation financial
"upfront payment for the repurchase of the royalty obligation under its license agreement with Tanabe Pharma Corporation"
A royalty obligation is a legal promise to pay a continuing fee—often a percentage of sales or a fixed amount—for the right to use someone else’s asset, such as a patent, trademark, mineral rights, or technology. Think of it like paying rent for a tool or recipe: it reduces the owner’s available profits and creates an ongoing cash outflow that can affect a company’s earnings, valuation, and risk profile, so investors watch them to gauge future cash flow and profitability.
forward-looking statements regulatory
"Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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): June 3, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code) | ||||||||
( | ||||||||
(Registrant’s telephone number, including area code) | ||||||||
N/A | ||||||||
(Former name or former address, if changed since last report) | ||||||||
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 8.01 Other Events.
On June 3, 2026, Mineralys Therapeutics, Inc. (“Mineralys” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC and Evercore Group L.L.C. (the “Underwriters”), relating to the issuance and sale of 5,660,378 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The price in this offering is $26.50 per share. The Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $25.3075 per share. The net proceeds to the Company from this offering are expected to be approximately $142.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on June 4, 2026, subject to the satisfaction of customary closing conditions.
The offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333-291435), including the prospectus included therein, previously filed with the Securities and Exchange Commission (the “SEC”) and which became automatically effective upon filing, and a prospectus supplement and accompanying prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting 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 foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of Common Stock in the offering is attached as Exhibit 5.1 to this report.
The Company issued a press release on June 3, 2026 announcing the pricing of the offering, which is attached as Exhibit 99.1 to this report.
***
Forward-Looking Statements
Mineralys cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the completion of the offering and the expected net proceeds therefrom. The inclusion of forward-looking statements should not be regarded as a representation by Mineralys that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in Mineralys’ business, including those described in the Company’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Mineralys undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 1.1 | Underwriting Agreement, dated June 3, 2026, by and among Mineralys Therapeutics, Inc. and BofA Securities, Inc., Goldman Sachs & Co. LLC and Evercore Group L.L.C. | |||||||
| 5.1 | Opinion of Latham & Watkins LLP | |||||||
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |||||||
| 99.1 | Press Release dated June 3, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| MINERALYS THERAPEUTICS, INC. | ||||||||
Date: June 3, 2026 | By: | /s/ Adam Levy | ||||||
| Name: | Adam Levy | |||||||
| Title: | Chief Financial Officer and Secretary | |||||||
Exhibit 99.1
Mineralys Therapeutics Announces Pricing of $150 Million Underwritten Offering of Common Stock
RADNOR, PA, June 3, 2026 – Mineralys Therapeutics, Inc. (Nasdaq: MLYS), a biopharmaceutical company focused on developing medicines to target hypertension and related comorbidities such as chronic kidney disease (CKD), obstructive sleep apnea (OSA) and other diseases driven by dysregulated aldosterone, announced today the pricing of an underwritten offering of 5,660,378 shares of its common stock at a price of $26.50 per share. The aggregate gross proceeds to Mineralys from the offering, before deducting underwriting discounts and commissions and other estimated offering expenses, are expected to be approximately $150.0 million. All of the securities to be sold in the offering are to be sold by Mineralys. The offering is expected to close on or about June 4, 2026, subject to the satisfaction of customary closing conditions.
BofA Securities, Goldman Sachs & Co. LLC and Evercore ISI are acting as joint book-running managers for the offering.
Mineralys intends to use the net proceeds from the offering to fund a portion of the $200.0 million upfront payment for the repurchase of the royalty obligation under its license agreement with Tanabe Pharma Corporation. Earlier today, Mineralys announced entering into a $500 million committed debt facility with funds managed by Pharmakon Advisors, LP.
The securities described above are being offered by Mineralys pursuant to a shelf registration statement that became automatically effective upon filing with the Securities and Exchange Commission (SEC). A prospectus supplement and accompanying prospectus relating to this offering will be filed with the SEC. When available, copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained from: BofA Securities NC1-022-02-25, Attention: Prospectus Department, 201 North Tryon Street, Charlotte, North Carolina 28255-0001 or by email at dg.prospectus_requests@bofa.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, via telephone: (866) 471-2526, via fax: 212-902-9316, or via email: prospectus-ny@ny.email.gs.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com. Electronic copies of the prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.
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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Mineralys Therapeutics
Mineralys Therapeutics is a biopharmaceutical company focused on developing medicines to target hypertension and related comorbidities such as CKD, OSA and other diseases driven by dysregulated
aldosterone. Its initial product candidate, lorundrostat, is a proprietary, orally administered, highly selective aldosterone synthase inhibitor. Mineralys is based in Radnor, Pennsylvania, and was founded by Catalys Pacific.
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, the completion of the proposed offering and the anticipated use of proceeds therefrom. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon Mineralys’ current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the proposed offering, and the other risks described in Mineralys’ filings with the SEC, including under the heading “Risk Factors” in Mineralys’ most recent Annual Report on Form 10-K and any subsequent filings with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Mineralys undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
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CONTACTS
Investor Relations
investorrelations@mineralystx.com
Media Relations
Melyssa Weible
Elixir Health Public Relations
Email: mweible@elixirhealthpr.com
FAQ
What is Mineralys Therapeutics (MLYS) raising in its June 2026 offering?
Mineralys is conducting an underwritten public offering of 5,660,378 common shares at $26.50 per share. The company expects gross proceeds of about $150.0 million and net proceeds of roughly $142.5 million after underwriting discounts, commissions, and expenses.
How does Mineralys (MLYS) plan to use the equity offering proceeds?
Mineralys intends to use net proceeds to fund a portion of a $200.0 million upfront payment to repurchase a royalty obligation under its license agreement with Tanabe Pharma Corporation, as disclosed in the press release accompanying the offering announcement.
What are the key pricing terms of Mineralys’ June 2026 stock offering?
The common stock is priced to investors at $26.50 per share. Underwriters will purchase the 5,660,378 shares from Mineralys at $25.3075 per share under the underwriting agreement, with the difference reflecting underwriting discounts and commissions.
When is Mineralys’ underwritten offering expected to close?
The offering is expected to close on or about June 4, 2026, subject to the satisfaction of customary closing conditions. The shares are being offered pursuant to an automatically effective shelf registration statement and a related prospectus supplement filed with the SEC.
What other financing did Mineralys (MLYS) reference alongside this offering?
Mineralys referenced a $500 million committed debt facility with funds managed by Pharmakon Advisors, LP. This facility was announced earlier the same day and is mentioned in the context of financing the royalty obligation repurchase transaction.
Who are the underwriters for Mineralys Therapeutics’ June 2026 equity offering?
The joint book-running managers are BofA Securities, Goldman Sachs & Co. LLC, and Evercore ISI. They entered into an underwriting agreement with Mineralys to purchase all 5,660,378 shares of common stock at the agreed underwriting price.