Mineralys Therapeutics, Inc. 10-Q

Item 5. Other Information During the three months ended March 31, 2024, one of our officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules). The material terms of the Rule 10b5-1 trading arrangement are described below: Name and Title Action Taken Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Number of Securities Jon Congleton , Chief Executive Officer and Director Adoption January 30, 2024 Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) Sale of the Company’s common stock pursuant to the terms of the plan June 11, 2024 through December 31, 2025 (1) __________________ (1) The executive’s Rule 10b5-1 trading arrangement provides for the sale of up to 479,389 shares of common stock subject to a restricted stock award granted to Mr. Congleton that vests ratably over time. 29 Table of Contents Item 6. Exhibits Exhibit Number Incorporated by Reference Filed Herewith Exhibit Description Form Date Number 3.1 Amended and Restated Certificate of Incorporation 8-K 2/14/23 3.1 3.2 Amended and Restated Bylaws 8-K 2/14/23 3.2 4.1 Form of Pre-Funded Warrant 8-K 2/8/24 4.1 10.1 Securities Purchase Agreement, dated February 7, 2024, by and between the Registrant and each of the purchasers party thereto 8-K 2/8/24 10.1 10.2 ATM Equity Offering Sales Agreement, dated March 21, 2024, by and among the Registra nt , BofA Securities, Inc. and Evercore Group L.L.C. S-3 3/21/24 1.2 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 x 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 x 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 x 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 x 101.INS XBRL Instance Document x 101.SCH XBRL Taxonomy Extension Schema Document x 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document x 101.DEF XBRL Taxonomy Extension Definition Linkbase Document x 101.LAB XBRL Taxonomy Extension Label Linkbase Document x 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document x 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) x __________________ * This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 30 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MINERALYS THERAPEUTICS, INC. Date: May 9, 2024 By: /s/ Jon Congleton Jon Congleton Chief Executive Officer (Principal Executive Officer) Date: May 9, 2024 By: /s/ Adam Levy Adam Levy Chief Financial Officer and Secretary (Principal Financial Officer; Principal Accounting Officer) 31