Mineralys Therapeutics, Inc. 10-K

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock has been listed on the Nasdaq Global Select Market under the symbol “MLYS” since our IPO on February 14, 2023, which was completed at a price to the public of $16.00 per share. Prior to our IPO, there was no public market for our common stock. Holders of Common Stock As of March 3, 2023, we had approximately 37 stockholders of record. This number was derived from our shareholder records and does not include beneficial owners of our common stock whose shares are held in the name of various dealers, clearing agencies, banks, brokers, and other fiduciaries. Securities Authorized for Issuance Under Equity Compensation Plans Information about securities authorized for issuance under our equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report. Dividend Policy We have never declared or paid any cash dividends on our capital stock. We currently intend to retain future earnings, if any, to finance the operation of our business and do not anticipate paying any cash dividends on our capital stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, current and anticipated capital requirements, business prospects and other factors our board of directors deems relevant, and subject to applicable laws and the restrictions contained in any future financing instruments. Recent Sales of Unregistered Securities (a) Issuances of Securities In June 2022, we entered into a Series B preferred stock purchase agreement, pursuant to which we issued and sold in June 2022 an aggregate of 136,510,868 Series B preferred shares at a price per share of $0.8644 for aggregate cash consideration of approximately $118.0 million. No underwriters were involved in the foregoing issuances of securities. These securities described in this section (a) were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. All holders of securities described above represented to us in connection with their purchase or issuance that they were accredited investors and were acquiring the securities for their own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The holders received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration. (b) Grants of Stock Options During 2022, we granted to certain of our directors, employees and consultants (in connection with services provided to us by such persons) options to purchase 838,055 shares of our common stock with a weighted average exercise price of $1.18 under our Amended and Restated 2020 Equity Incentive Plan (the 2020 Plan). The stock options and the common stock issuable upon the exercise of such options as described in this section (b) were issued pursuant to written compensatory plans or arrangements with our employees and directors, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated under the Securities Act or the exemption set forth in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering. All recipients either received adequate information about us or had access, through employment or other relationships, to such information. On February 10, 2023, we filed a -80- registration statement on Form S-8 under the Securities Act to register all of the shares of our common stock subject to outstanding options and all shares of our common stock otherwise issuable pursuant to our equity compensation plans. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. All certificates representing the issued shares of capital stock described in this Item 5 included appropriate legends setting forth that the securities had not been registered and the applicable restrictions on transfer. Use of Proceeds On February 9, 2023, our registration statement on Form S-1 (File No. 333-269282) was declared effective by the SEC for our IPO. At the closing of our IPO on February 14, 2023, we sold 13,800,000 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 1,800,000 additional shares, at an IPO price of $16.00 per share and received gross proceeds of $220.8 million, which resulted in net proceeds to us of approximately $202.0 million, after deducting underwriting discounts and commissions of approximately $15.5 million and offering-related transaction costs of approximately $3.3 million. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to their associates, or to our affiliates. BofA Securities, Inc., Evercore Group L.L.C. and Stifel, Nicolaus & Company, Incorporated acted as joint book-running managers for the offering. There has been no material change in the planned use of proceeds from our IPO from that described in the Prospectus for the IPO. Repurchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved]