19 unchanged sentences
Other Information
−Removed: During the three months ended December 31, 2023, two 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).
+Added: 2025 Employment Inducement Incentive Award Plan
+Added: On February 10, 2025, the Compensation Committee (the Committee) of the Company approved the Mineralys Therapeutics, Inc.
+Added: 2025 Employment Inducement Incentive Award Plan (the 2025 Inducement Plan).
+Added: The terms of the 2025 Inducement Plan are substantially similar to the terms of the Company’s 2023 Incentive Award Plan with the exception that incentive stock options may not be issued under the 2025 Inducement Plan and awards under the 2025 Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq Listing Rules.
+Added: The 2025 Inducement Plan was adopted by the Committee without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
+Added: There are initially 1,000,000 shares of the Company’s common stock reserved for issuance pursuant to awards granted under the 2025 Inducement Plan.
+Added: In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the 2025 Inducement Plan may only be made to an employee who is commencing employment with the Company or any of its affiliates or who is being rehired following a bona fide interruption of employment by the Company or any of its affiliates, in any case if he or she is granted such award in connection with his or her commencement of employment with the Company or any of its affiliates and such grant is an inducement material to his or her entering into employment with the Company or any of its affiliates, as applicable.
+Added: The foregoing description of the 2025 Inducement Plan is a summary only and does not describe all terms and conditions applicable to the 2025 Inducement Plan.
+Added: The description is subject to and qualified in its entirety by the terms of the 2025 Inducement Plan and the forms of stock option and restricted stock unit agreements, copies of which are filed hereto within exhibit 10.12.
+Added: Rule 10b5-1 Trading Plans
+Added: During the three months ended December 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 these Rule 10b5-1 trading arrangements are described below:
−Removed: Name and Title
−Removed: Type of Trading Arrangement
−Removed: Nature of Trading Arrangement
−Removed: Duration of Trading Arrangement
−Removed: Number of Securities
+Added: Name and Title Action Taken Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Number of Securities
David Rodman, M.D.
1 unchanged sentence
Adoption 10/25/2024
−Removed: Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c)
−Removed: Sale of the Company’s common stock pursuant to the terms of the plan 2/8/24 - 12/31/2024
−Removed: Adam Levy , Chief Financial Officer
−Removed: Adoption 11/14/2023
−Removed: Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c)
−Removed: Sale of the Company’s common stock pursuant to the terms of the plan 6/11/2024 - 1/30/2026
−Removed: (1) The executive’s Rule 10b5-1 trading arrangement provides for the sale of up to (i) 10,034 shares of common stock and (ii) 45,436 shares of common stock subject to a stock option award granted to Dr.
+Added: 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 4/1/2025 - 12/31/2025
+Added: (1) The executive’s Rule 10b5-1 trading arrangement provides for the sale of up to (i) 132,730 shares of common stock that are currently outstanding and (ii) 31,118 shares of common stock subject to a stock option award granted to Dr.
Rodman that vests ratably over time.
−Removed: (2) The executive’s Rule 10b5-1 trading arrangement provides for the sale of up to 172,117 shares of common stock subject to a restricted stock award granted to Mr.
−Removed: Levy that vests ratably over time.
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item is incorporated by reference to our 2024 Proxy Statement.
−Removed: Our Board has adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
+Added: Information regarding our executive officers is included in Part I, Item 1 of this Annual Report under the caption “ Information About Our Executive Officers .”
+Added: Our board of directors has adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Our code of business conduct and ethics is available under the Corporate Governance section of our website at www.mineralystx.com .
2 unchanged sentences
The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report.
+Added: The additional information required by this item is incorporated by reference from our 2025 Proxy Statement under the captions “ Proposal 1:
+Added: Election of Directors ” and “ Delinquent Section 16(a) Reports .”
Executive Compensation
−Removed: The information required by this item is incorporated by reference to our 2024 Proxy Statement.
+Added: The information required by this item is incorporated by reference from our 2025 Proxy Statement under the caption “ Executive Compensation and Director Compensation .”
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item is incorporated by reference to our 2024 Proxy Statement.
+Added: The information required by this item is incorporated by reference from our 2025 Proxy Statement under the caption “ Security Ownership of Certain Beneficial Owners and Management .”
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated by reference to our 2024 Proxy Statement.
+Added: The information required by this item is incorporated by reference from our 2025 Proxy Statement under the captions “ Proposal 1:
+Added: Election of Directors ” and “ Certain Relationships and Related Person Transactions .”
Principal Accountant Fees and Services
−Removed: The information required by this item is incorporated by reference to our 2024 Proxy Statement.
+Added: The information required by this item is incorporated by reference from our 2025 Proxy Statement under the caption “ Proposal 2:
+Added: Ratification of Selection of Independent Registered Public Accounting Firm .”
Exhibit and Financial Statement Schedules
18 unchanged sentences
S-1/A 2/2/23 4.2
−Removed: Form of Pre-Funded Warrant
+Added: F orm of Pre -Funded Warrant
4.4 Description of Registered Securities
22 unchanged sentences
Securities Purchase Agreement, dated February 7, 2024, by and between the Registrant and each of the purchasers party thereto
+Added: ATM Equity Offering Sales Agreement, dated March 21, 2024, by and among the Registrant, BofA Securities, Inc.
+Added: and Evercore Group L.L.C.
+Added: S-3 3/21/24 1.2
+Added: Mineralys Therapeutics, Inc.
+Added: 2025 Employment Inducement Incentive Award Plan and form of stock option agreement and form of restricted stock unit agreement thereunder
+Added: M ineralys Therapeutics, In c.
+Added: Insider Trading Compliance Policy and Procedures
23.1 Consent of Ernst & Young LLP, independent registered public accounting firm
20 unchanged sentences
MINERALYS THERAPEUTICS, INC.
−Removed: March 21, 2024 By:
+Added: February 12, 2025 By:
/s/ Jon Congleton
5 unchanged sentences
(Principal Executive Officer)
−Removed: March 21, 2024
+Added: February 12, 2025
Jon Congleton
1 unchanged sentence
(Principal Financial and Accounting Officer)
−Removed: March 21, 2024
−Removed: /s/ Brian Taylor Slingsby
−Removed: Executive Chairman
−Removed: March 21, 2024
−Removed: Brian Taylor Slingsby, M.D., Ph.D., M.P.H.
+Added: February 12, 2025
+Added: /s/ Glenn Sblendorio
+Added: February 12, 2025
+Added: Glenn Sblendorio
/s/ Srinivas Akkaraju
−Removed: March 21, 2024
+Added: February 12, 2025
Srinivas Akkaraju, M.D., Ph.D.
−Removed: /s/ Alexander Asam
−Removed: March 21, 2024
−Removed: Alexander Asam, Ph.D.
/s/ Derek DiRocco
−Removed: March 21, 2024
+Added: February 12, 2025
Derek DiRocco, Ph.D.
−Removed: /s/ Olivier Litzka
−Removed: March 21, 2024
−Removed: Olivier Litzka, Ph.D.
+Added: /s/ Alexander M.
+Added: February 12, 2025
/s/ Daphne Karydas
−Removed: March 21, 2024
+Added: February 12, 2025
Daphne Karydas
−Removed: /s/ Glenn Sblendorio
−Removed: March 21, 2024
−Removed: Glenn Sblendorio
+Added: /s/ Brian Taylor Slingsby
+Added: February 12, 2025
+Added: Brian Taylor Slingsby, M.D., Ph.D., M.P.H.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.