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): May 31, 2024
MINERALYS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-41614 | 84-1966887 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
150 N. Radnor Chester Road, Suite F200 Radnor, Pennsylvania 19087 |
| (Address of principal executive offices) (Zip Code) |
| (888) 378-6240 | |
| (Registrant’s telephone number, include 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:
☐ 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 |
| Common Stock, par value $0.0001 per share | MLYS | 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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K is being filed by Mineralys Therapeutics, Inc. (the “Company”) solely for purposes of filing an opinion of its counsel, Faegre Drinker Biddle & Reath LLP, regarding the legality of the shares of its common stock, par value $0.0001 per share, that may be issued and sold under an ATM Equity Offering Sales Agreement entered into by the Company with BofA Securities, Inc. and Evercore Group L.L.C. on March 21, 2024 and pursuant to the prospectus supplement (the “ATM Prospectus Supplement”) and accompanying base prospectus filed by the Company on March 21, 2024.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| | Opinion of Faegre Drinker Biddle & Reath LLP related to the ATM Prospectus Supplement |
| | |
| | Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1) |
| | |
| | |
| | |
| | |
| | |
| 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.
| | | | | | | | |
| Dated: May 31, 2024 | MINERALYS THERAPEUTICS, INC. |
| | |
| | |
| By: | /s/ Adam Levy |
| | |
| Name: | Adam Levy |
| | |
| Title: | Chief Financial Officer and Secretary |
