What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-12 compared with 2024-11-12 · 141 added, 149 removed, 257 unchanged (53% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

September 30, December 31,

March 31, December 31,

Current assets:

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Total current assets 354,506 205,351

Investments, noncurrent — 2,482

Property and equipment, net 38 53

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Common stock, $ 0.0001 par value;

500,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

49,755,946 and 41,133,916 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

500,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

64,876,228 and 49,821,915 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 686,278 493,770

6 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Three Months Ended

Operating expenses:

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Mineralys Therapeutics, Inc.

Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Condensed Statements of Stockholders’ Equity

(in thousands, except share data)

Convertible Preferred Stock Series B

Convertible Preferred Stock Common Stock Additional

Common Stock Additional

Paid-In-Capital Accumulated

Deficit Total

Stockholders’ Equity (Deficit)

Shares Amount Shares Amount Shares Amount

Stockholders’ Equity

Shares Amount

Balance as of December 31, 2023 41,133,916 $ 4 $ 365,858 $ ( 124,708 ) $ 241,154

Conversion of preferred stock to common stock upon closing of initial public offering ( 86,332,216 ) ( 40,987 ) ( 136,510,868 ) ( 117,657 ) 20,637,415 2 158,642 — 158,644

Issuance of common stock in initial public offering, net of issuance costs of $ 19,441

Issuance of common stock and pre-funded warrants in private placement offering, net of offering costs of $ 3,941

8,339,169 1 116,058 — 116,059

Stock-based compensation — — — — — — 749 — 749

Net loss — — — — — — — ( 12,608 ) ( 12,608 )

Balance as of March 31, 2023 — — — — 40,856,653 4 361,289 ( 65,418 ) 295,875

Stock-based compensation — — — — — — 1,276 — 1,276

Net loss — — — — — — — ( 12,141 ) ( 12,141 )

Balance as of June 30, 2023 — — — — 40,856,653 4 362,565 ( 77,559 ) 285,010

Issuance of common stock from stock option exercises 159,904 — 149 — 149

1 unchanged sentence

Net loss — — — ( 31,508 ) ( 31,508 )

Balance as of September 30, 2023 — $ — — $ — 41,105,118 $ 4 $ 364,327 $ ( 100,319 ) $ 264,012

Mineralys Therapeutics, Inc.

Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Continued)

(in thousands, except share data)

Convertible Preferred Stock Series B

Convertible Preferred Stock Common Stock Additional

Balance as of March 31, 2024 49,632,989 $ 5 $ 484,256 $ ( 156,216 ) $ 328,045

Common Stock Additional

Paid-In-Capital Accumulated

1 unchanged sentence

Stockholders’ Equity

Shares Amount Shares Amount Shares Amount

Shares Amount

Balance as of December 31, 2024 49,821,915 $ 5 $ 493,770 $ ( 302,518 ) $ 191,257

Issuance of common stock and pre-funded warrants in private placement financing, net of offering costs of $ 3,941

Issuance of common stock in public offering, net of offering costs of $ 12,509

14,907,406 1 188,740 — 188,741

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Balance as of March 31, 2025 64,876,228 $ 6 $ 686,278 $ ( 344,729 ) $ 341,555

Issuance of common stock from stock option exercises — — — — 58,717 — 54 — 54

Issuance of common stock for cash under employee stock purchase plan — — — — 18,892 — 138 — 138

Stock-based compensation — — — — — — 2,872 — 2,872

Net loss — — — — — — — ( 41,014 ) ( 41,014 )

Balance as of June 30, 2024 — — — — 49,710,598 5 487,320 ( 197,230 ) 290,095

Issuance of common stock from stock option exercises — — — — 45,348 — 40 — 40

Stock-based compensation — — — — — — 3,139 — 3,139

Net loss — — — — — — — ( 56,342 ) ( 56,342 )

Balance as of September 30, 2024 — $ — — $ — 49,755,946 $ 5 $ 490,499 $ ( 253,572 ) $ 236,932

The accompanying notes are an integral part of these condensed financial statements.

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(in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Accrued interest receivable 52 119

Prepaid and other current assets 8,068 ( 8,308 )

Prepaid, other current assets, and other assets

( 4,396 ) 4,159

Accounts payable and accrued liabilities ( 1,546 ) 8,401

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of marketable securities ( 309,515 ) ( 274,883 )

Maturity of marketable securities 341,000 122,500

Purchases of marketable securities ( 127,876 ) ( 123,393 )

Maturities of marketable securities 35,000 67,500

Purchases of property and equipment — ( 59 )

Net cash provided by (used in) investing activities 31,389 ( 152,383 )

Net cash used in investing activities ( 92,876 ) ( 55,952 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock and pre-funded warrants in a private placement offering, net of paid offering costs 116,059 —

Proceeds from issuance of common stock in public offering, net of offering costs 189,166 —

Proceeds from stock option exercises 123 149

Proceeds from the issuance of common stock for cash under employee stock purchase plan 138 —

Offering costs paid ( 388 ) —

Proceeds from issuance of common stock in initial public offering, net of offering costs

Payment of shelf offering costs ( 10 ) ( 63 )

Proceeds from issuance of common stock and pre-funded warrants in a private placement offering, net of offering costs — 116,119

Net cash provided by financing activities 189,279 116,205

Net increase (decrease) in cash and cash equivalents 47,970 ( 1,401 )

Net increase in cash and cash equivalents 50,916 41,114

Cash and cash equivalents - beginning 114,091 49,304

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Supplement Disclosure of Non-Cash Financing Activities:

Conversion of convertible preferred stock to common stock upon closing of initial public offering $ — $ 159,180

(1) Cash and cash equivalents as of September 30, 2024 exclude investments of $ 166.3 million.

Cash, cash equivalents, and investments amounted to $ 263.6 million as of September 30, 2024.

Public offering and shelf offering costs included in accounts payable and accrued liabilities $ 289 $ 321

(1) Cash and cash equivalents as of March 31, 2025 exclude investments of $ 178.0 million.

Cash, cash equivalents, and investments amounted to $ 343.0 million as of March 31, 2025.

The accompanying notes are an integral part of these condensed financial statements.

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(the Company) is a clinical-stage biopharmaceutical company focused on developing medicines to target diseases driven by dysregulated aldosterone.

The Company’s clinical-stage product candidate, lorundrostat, is a proprietary, orally administered, aldosterone synthase inhibitor that the Company is initially developing for the treatment of cardiorenal conditions affected by dysregulated aldosterone, including hypertension and chronic kidney disease.

The Company has initiated a pivotal clinical program of lorundrostat for the treatment of uncontrolled or resistant hypertension and a Phase 2 trial for lorundrostat in hypertensive patients with Stage 2 to 3b chronic kidney disease.

The Company’s clinical-stage product candidate, lorundrostat, is a proprietary, orally administered, aldosterone synthase inhibitor that the Company is developing for the treatment of cardiorenal conditions affected by dysregulated aldosterone, including hypertension, chronic kidney disease, and obstructive sleep apnea.

The Company has completed two pivotal clinical trials of lorundrostat for the treatment of uncontrolled or resistant hypertension.

The Company is also conducting a Phase 2 trial of lorundrostat in hypertensive patients with Stage 2 to 3b chronic kidney disease and a Phase 2 trial of lorundrostat in hypertensive patients with obstructive sleep apnea.

The Company was incorporated as a Delaware corporation in May 2019, and it is headquartered in Radnor, Pennsylvania.

The Company’s operations to date have been limited to business planning, raising capital, in-licensing lorundrostat, conducting preclinical and clinical trials, and other research and development.

Initial Public Offering

On February 14, 2023, the Company completed an initial public offering (IPO) of 13,800,000 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase 1,800,000 additional shares, at a public offering price of $ 16.00 per share.

The net proceeds to the Company from the IPO were $ 201.4 million, net of underwriting discounts, commissions, and offering costs.

Reverse Stock Split

On February 1, 2023, the Company effected a one-for-10.798 reverse stock split of its issued and outstanding shares of common stock, par value $ 0.0001 per share, and a proportional adjustment to the existing conversion ratio of the Company’s preferred stock (the Reverse Stock Split).

Accordingly, all share and per-share amounts for all periods presented in the accompanying condensed financial statements and notes thereto have been adjusted to reflect this Reverse Stock Split.

The Company’s operations to date have been limited to business planning, raising capital, in-licensing, conducting preclinical and clinical trials, and other research and development.

Liquidity and Capital Resources

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The Company’s primary uses of cash to date have been to fund research and development activities, business planning, establishing and maintaining the Company’s intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations.

As of September 30, 2024, the Company had an accumulated deficit of $ 253.6 million and cash, cash equivalents, and investments of $ 263.6 million.

For the nine months ended September 30, 2024, the Company had a net loss of $ 128.9 million and net cash used in operating activities of $ 99.5 million.

From inception to September 30, 2024, the Company has funded its operations by raising aggregate gross proceeds of approximately $ 498.8 million from the sale of the Company’s common stock, convertible preferred stock, convertible notes, and pre-funded warrants.

As of March 31, 2025, the Company had an accumulated deficit of $ 344.7 million and cash, cash equivalents, and investments of $ 343.0 million.

For the three months ended March 31, 2025, the Company had a net loss of $ 42.2 million and net cash used in operating activities of $ 45.5 million.

From inception to March 31, 2025, the Company has funded its operations by raising aggregate gross proceeds of approximately $ 700.0 million from the sale of the Company’s common stock, convertible preferred stock, convertible notes, and pre-funded warrants.

The Company has a limited operating history, and the sales and income potential of its business is unproven.

The Company expects to continue to incur substantial losses in the foreseeable future as a result of the Company’s research and development activities.

The Company expects to continue to incur substantial losses in the foreseeable future as a result of the Company’s research and development and other activities.

Additional funding will be required in the future to continue with the Company’s planned research and development and other activities.

The Company expects to finance its operations through equity offerings, debt financings, and other capital sources, including potential strategic collaborations, licensing, and other similar arrangements.

The Company believes that its cash, cash equivalents, and investments as of September 30, 2024 will be sufficient to allow the Company to fund operations for at least twelve months from the issuance date of these condensed financial statements.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

The Company believes that its cash, cash equivalents, and investments as of March 31, 2025 will be sufficient to allow the Company to fund operations for at least twelve months from the issuance date of these condensed financial statements.

Summary of Significant Accounting Policies

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These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S.

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Segment Information

The Company operates in one operating segment for the purposes of assessing performance and making operating decisions and, accordingly, no segment disclosures have been presented herein.

The Company operates in one operating segment for the purposes of assessing performance, making operating decisions, and allocating Company resources.

The Company’s chief operating decision maker (CODM) is its chief executive officer, who considers net loss to evaluate overall expenses associated with conducting research and development activities, which includes evaluating the progress of ongoing clinical trials and the planning and execution of current and future research and development and other activities.

Further, the CODM reviews and utilizes functional expenses (research and development and general and administrative) as reported in the statements of operations to manage the Company’s operations.

Other segment items included in net loss are interest income, net and other income (expense).

The measure of performance, significant expenses, and other items are each reflected in the statements of operations.

The accounting policies of the segment are the same as those described below.

The measure of segment assets is reported on the balance sheets as total assets.

All assets are held in the United States.

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Estimates have been used in the following areas, among others:

research and development accruals, fair value of the Company’s common stock prior to the closing of the Company’s IPO, and income taxes.

research and development accruals and income taxes.

Cash and Cash Equivalents

All highly liquid investments that have maturities of 90 days or less at the date of purchase are classified as cash equivalents.

As of September 30, 2024 and December 31, 2023, the Company did not have any restricted cash balances.

The Company’s cash and cash equivalents balances as of September 30, 2024 include cash balances and amounts held primarily in interest-bearing money market accounts.

The following table provides a reconciliation of cash and cash equivalents as reported in the statement of cash flows to the balance sheets (in thousands):

September 30, December 31,

The Company’s cash and cash equivalents balances as of March 31, 2025 and December 31, 2024 include cash balances and amounts held primarily in interest-bearing money market accounts and U.S.

Treasury bills.

As of March 31, 2025 and December 31, 2024, the Company did not have any restricted cash balances.

The following table provides a reconciliation of cash and cash equivalents as reported in the condensed statements of cash flows to the condensed balance sheets (in thousands):

March 31, December 31,

Cash $ 1,347 $ 664

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The Company has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements.

Financial instruments that

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

potentially subject the Company to concentrations of credit risk primarily consist of cash balances in several accounts with three financial institutions which, from time to time, are in excess of federally insured limits.

Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash balances in several accounts with three financial institutions which, from time to time, are in excess of federally insured limits.

Fair Value Measurements

The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values.

ASC Topic 820, Fair Value Measurement, establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available.

ASC Topic 820, Fair Value Measurement, establishes a hierarchy of inputs used in measuring fair value that maximizes the use of

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available.

Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

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Treasury bills.

Such investments are included in cash and cash equivalents, current investments, and investments - noncurrent in the condensed balance sheets.

Such investments are included in cash and cash equivalents and investments in the condensed balance sheets.

The Company determines the appropriate classification of short-term and long-term securities at the time of purchase and re-evaluates such designation as of each balance sheet date.

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Held-to-maturity securities are carried at amortized cost, adjusted for the accretion of discounts using the interest method.

The Company invested in marketable securities during the nine months ended September 30, 2024 and 2023, and no impairment charges were recorded.

The Company invested in marketable securities during the three months ended March 31, 2025 and 2024, and no impairment charges were recorded.

For held-to-maturity investments, the Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other-than-temporary.

If the Company believes an impairment of a security position is other than temporary, based on available quantitative and qualitative information as of the report date, the loss will be recognized within other income, net in the Company’s condensed statements of operations and a new cost basis in the investment is established.

If the Company believes an impairment of a security position is other than temporary, based on available quantitative and qualitative information as of the report date, the loss will be recognized within total other income, net in the Company’s condensed statements of operations and a new cost basis in the investment will be established.

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting, and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance.

Should the equity issuance be abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the statement of operations.

Deferred offering costs as of September 30, 2024 and December 31, 2023 were $ 0.4 million and $ 0 , respectively.

Should the equity issuance be abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the condensed statements of operations.

Deferred offering costs as of March 31, 2025 and December 31, 2024 were $ 0.3 million and $ 0.4 million, respectively.

Such costs are classified in other assets on the condensed balance sheets.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

Stock-Based Compensation

The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation – Stock Compensation (ASC 718).

ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations based on their fair values.

ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the condensed statements of operations based on their fair values.

The Company’s stock-based awards are subject only to service-based vesting conditions.

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Expected Dividends — To date, the Company has not issued any dividends and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero.

Subsequent to the closing of the Company’s IPO, the Company determines the fair market value of its common stock using the closing price of its common stock as reported on the Nasdaq Global Select Market.

Prior to the closing of the Company’s IPO, there was no public market for the Company’s common stock, and the Company determined the fair value of the shares of its common stock underlying its share-based awards by considering a number of objective and subjective factors, including third-party valuations of the Company’s common stock, the valuation of comparable companies, the Company’s operating and financial performance, and general and industry-specific economic outlook, among other factors.

Subsequent to the closing of the Company’s initial public offering of its common stock in February 2023 (IPO), the Company determines the fair market value of its common stock using the closing price of its common stock as reported on the Nasdaq Global Select Market.

The assumptions underlying these valuations represented management’s best estimate, with the assistance of a third-party valuation specialist, which involved inherent uncertainties and the application of management’s judgment.

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Net Loss Per Share

The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

outstanding for the period.

The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method.

For purposes of this calculation, unvested restricted stock awards and stock options to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.

The weighted-average number of common shares used in the basic and diluted net loss per common shareholders calculations includes the weighted-average pre-funded warrants outstanding during the period as they are exercisable at any time for nominal cash consideration.

The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive:

Nine Months Ended

September 30,

The weighted-average number of common shares used in the basic and diluted net loss per share attributable to common stockholders calculations includes the weighted-average pre-funded warrants outstanding during the period, as they are exercisable at any time for nominal cash consideration.

The following table sets forth the potential

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

common shares excluded from the calculation of net loss per share attributable to common stockholders because their inclusion would be anti-dilutive:

Three Months Ended

Outstanding options 6,778,317 4,251,075

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In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance.

Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

The guidance in this update is effective for the Company’s fiscal year 2024 annual reporting period.

The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures.

Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, including public entities with a single reportable segment, primarily through enhanced disclosures about significant segment expenses.

The Company adopted this standard for the Company’s fiscal year 2024 annual reporting period, and it is applicable to interim periods thereafter.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (ASU 2024-03) and in January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, which clarified the effective date of ASU 2024-03.

ASU 2024-03 will require the Company to disclose additional information about specific expense categories in the notes to the financial statements on an annual and interim basis.

ASU 2024-03 is effective for the Company's fiscal year 2027 and may be adopted on a prospective or retrospective basis.

Early adoption is permitted.

The Company is evaluating the impact of ASU 2024-03 on its financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The standard is effective for the Company beginning in fiscal year 2026, with early adoption permitted.

The Company does not expect to early adopt the new standard.

The new standard is expected to be applied prospectively, but retrospective application is permitted.

The Company is currently evaluating the impact of ASU 2023-09 on its financial statements and related disclosures.

Fair Value of Financial Instruments

The following table presents financial instruments measured at fair value on a recurring basis based on the fair value hierarchy as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, December 31,

The following table presents financial instruments measured at fair value on a recurring basis based on the fair value hierarchy as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, December 31,

Cash equivalents

Money market funds $ 123,910 $ 83,602

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

There were no transfers within the fair value hierarchy during the periods presented.

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Money Market Funds —The carrying amounts of money market funds reported as cash and cash equivalents in the condensed balance sheets approximate their fair values due to their short-term nature.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

values of money market funds are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Treasury Bills—As of September 30, 2024 and December 31, 2023, the Company had short- and long-term U.S.

The fair values of money market funds are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Treasury Bills—As of March 31, 2025 and December 31, 2024, the Company had short-term U.S.

Treasury bills.

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Treasury bills as of each reported date (in thousands):

As of September 30, 2024

As of March 31, 2025

Balance Sheet Location Original Maturities Amortized

Cost Estimated

Cash and cash equivalents less than 3 months $ 39,750 $ 39,748

Investments between 3 and 12 months 178,019 177,999

Total $ 217,769 $ 217,747

As of December 31, 2024

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Cost Estimated

Cash and cash equivalents less than 3 months $ 29,825 $ 29,829

Investments between 3 and 12 months 84,096 84,123

Investments, noncurrent greater than 1 year 2,482 2,486

Total $ 113,921 $ 113,952

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Such royalties are subject to reduction under specified conditions, including lack of patent coverage and generic competition.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

The Company has no remaining development milestone obligations under the Mitsubishi License and did not incur any development or commercial expenses pursuant to the Mitsubishi License during the three months ended March 31, 2025 and 2024.

The Company is obligated to use commercially reasonable efforts to conduct and complete the development activities and to file for regulatory approval for at least one Lorundrostat Product in a major market country and consider in good faith developing at least one Lorundrostat Product in a non-major market country.

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The Company also agreed not to commercialize any competing product prior to three years following the first commercial sale of the first Lorundrostat Product in any country without Mitsubishi Tanabe’s prior consent.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

Unless terminated earlier, the Mitsubishi License will continue until the expiration of all of the Company’s royalty obligations to Mitsubishi Tanabe.

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In addition, either party may terminate the Mitsubishi License in the event of an uncured material breach by or bankruptcy of the other party, subject to certain notice and cure periods, or upon the other party’s bankruptcy or insolvency.

The Company incurred $ 0 and $ 4.0 million of research and development expenses pursuant to the Mitsubishi License during the nine months ended September 30, 2024 and 2023, respectively, that related to the Company’s initiation of its pivotal clinical program of lorundrostat.

As of September 30, 2024, the Company has paid an aggregate of $ 9.0 million in development milestone payments and has no remaining development milestone obligations under the Mitsubishi License.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business.

The Company was not subject to any material legal proceedings during the nine months ended September 30, 2024 and 2023, and no material legal proceedings are currently pending or threatened.

The Company was not subject to any material legal proceedings during the three months ended March 31, 2025 and 2024, and no material legal proceedings are currently pending or threatened.

Indemnification Agreements

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To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its condensed financial statements as of September 30, 2024 and December 31, 2023.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

September 30, December 31,

March 31, December 31,

Research and development expenses $ 9,660 $ 8,614

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Total $ 13,013 $ 14,167

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

Capital Stock

As of September 30, 2024, the Company had reserved authorized shares of common stock for future issuance as follows:

As of March 31, 2025, the Company had reserved authorized shares of common stock for future issuance as follows:

Common stock options outstanding 6,778,317

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Shares available for grant under the ESPP 1,273,941

Shares available for grant under the 2025 Inducement Plan 1,000,000

Pre-funded warrants issued and outstanding 549,755

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The Restated Certificate amended and restated the Company’s amended and restated certificate of incorporation, in its entirety to, among other things, increase the authorized number of shares of common stock to 500,000,000 shares and authorize 50,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series.

Preferred Stock Offerings

In February 2021, the Company entered into a Series A redeemable convertible preferred stock agreement (the Series A Purchase Agreement).

From February 2021 to April 2021, the Company issued 50,311,827 shares of Series A Preferred Stock at $ 0.477 per share for net proceeds of $ 23.8 million.

Additionally, in February 2021, the Company’s convertible notes and related accrued interest converted into 10,868,432 shares of Series A Preferred Stock.

The Series A Purchase Agreement provided for an additional closing for the Series A purchasers for the issuance of up to 25,151,957 shares of Series A Preferred Stock, at a purchase price of $ 0.477 per share for aggregate cash proceeds of $ 12.0 million, upon the achievement of the Milestone (as defined in the Series A Purchase Agreement) or a waiver of the Milestone by the requisite holders.

In January 2022, the Company achieved the Milestone under the Series A Purchase Agreement and sold an aggregate of 25,151,957 shares of Series A Preferred Stock under the Series A Purchase Agreement to certain existing investors, members of the Company’s board of directors, and affiliates of members of its board of directors, at a purchase price of $ 0.477 per share for aggregate net proceeds of approximately $ 12.0 million.

In June 2022, the Company entered into a Series B convertible preferred stock agreement with certain investors, including members of the Company’s board of directors and affiliates of members of its board of directors, pursuant to which the Company issued and sold to such investors an aggregate of 136,510,868 shares of Series B Preferred Stock at a purchase price of $ 0.8644 per share for aggregate net proceeds of approximately $ 117.7 million.

Immediately prior to the closing of the IPO, 86,332,216 shares of Series A Preferred Stock and 136,510,868 shares of Series B Preferred Stock converted into 20,637,415 shares of the Company’s common stock, and the carrying value of Series A Preferred Stock and Series B Preferred Stock was converted to permanent equity.

Private Placement Offering

On February 7, 2024, the Company entered into a securities purchase agreement (the Purchase Agreement) with the purchasers named therein (the Purchasers), for the private placement (the Private Placement) of (i) 8,339,169 shares (the Shares) of the Company’s common stock at a price of $ 13.50 per Share, and (ii) with respect to certain Purchasers, pre-funded warrants to purchase an aggregate of 549,755 shares of common stock (the Pre-Funded Warrants) in lieu of shares of common stock, at a purchase price of $ 13.499 per Pre-Funded Warrant (the shares of common stock issuable upon exercise of the Pre-Funded Warrants, the Warrant Shares) for aggregate net proceeds of approximately $ 116.1 million.

The Company is using the net

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

proceeds from the Private Placement to fund the research and development of lorundrostat and for working capital and general corporate purposes.

Each Pre-Funded Warrant has an exercise price of $ 0.001 per share of common stock, is immediately exercisable on the date of issuance, and will not expire.

Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any portion of any Pre-Funded Warrant, and a holder will not have the right to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause a holder (together with its affiliates) to own more than a specified beneficial ownership limitation of either 4.99 %, 9.99 %, or 19.99 % (as selected by such holder prior to the issuance of the Pre-Funded Warrant) of the number of shares of common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.

However, any holder may increase or decrease such percentage to any other percentage not in excess of 19.99 %, provided that any increase in such percentage shall not be effective until 61 days after such notice is delivered to the Company.

The Company registered the resale of the Shares and the Warrant Shares on a shelf registration statement on Form S-3 (Registration No.

333-278122), which was declared effective by the SEC on April 11, 2024 (the Registration Statement).

Pursuant to the Purchase Agreement, the Company agreed to use its reasonable best efforts to keep the Registration Statement effective until the earliest of (i) the time as all of the Shares and Warrant Shares purchased by the Purchasers pursuant to the terms of the Purchase Agreement have been sold pursuant to the Registration Statement, or (ii) such time as the Shares and Warrant Shares become eligible for resale by non-affiliates without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended, or any other rule of similar effect.

Public Offering

In March 2025, the Company entered into an underwriting agreement (the Underwriting Agreement) with BofA Securities, Inc., Evercore Group L.L.C.

and Goldman Sachs & Co.

LLC as representatives of the several underwriters named therein (collectively, the Underwriters), relating to the issuance and sale of 14,907,406 shares of the Company’s common stock at a price of $ 13.50 per share for net proceeds of approximately $ 188.7 million after deducting an underwriting discount of 6 % and other offering expenses.

The offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No.

333-278122) previously filed with and declared effective by the SEC (the Registration Statement), and a prospectus supplement and accompanying prospectus filed with the SEC.

The Company is using the net proceeds from this offering to fund clinical development of lorundrostat, including research and development and manufacturing, and pre-commercialization activities, as well as for working capital and general corporate purposes.

At Market Equity Offering Sales Agreement

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Any ATM Shares will be issued pursuant to the Registration Statement.

Sales of the ATM Shares, if any, will be made by means of ordinary brokers’ transactions on the Nasdaq Global Select Market or as otherwise agreed by the Company and the Agents.

Sales of the ATM Shares will be made by means of ordinary brokers’ transactions on the Nasdaq Global Select

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

Market or as otherwise agreed by the Company and the Agents.

Under the terms of the ATM Agreement, the Company may also sell the ATM Shares from time to time to an Agent as principal for its own account at a price to be agreed upon at the time of sale.

Any sale of the ATM Shares to an Agent as principal would be pursuant to the terms of a separate terms agreement between the Company and such Agent.

The Company has not yet sold any ATM Shares as of September 30, 2024.

As of March 31, 2025, the Company had not yet sold any ATM Shares.

Private Placement Offering

The Company is using the net proceeds from the Private Placement to fund the research and development of lorundrostat and for working capital and general corporate purposes.

Each Pre-Funded Warrant has an exercise price of $ 0.001 per share of common stock, is immediately exercisable on the date of issuance, and will not expire.

The Company registered the resale of the Shares and the Warrant Shares on the Registration Statement.

Stock-Based Compensation

8 unchanged sentences

Shares issued under the 2023 Plan may be authorized but unissued shares, shares purchased on the open market, or treasury shares.

2025 Employment Inducement Incentive Award Plan

On February 10, 2025, the Company’s board of directors adopted and approved the 2025 Employment Inducement Incentive Award Plan (the 2025 Inducement Plan), which became effective on February 10, 2025.

In accordance with Rule 5635(c)(4) of the Nasdaq Stock Market listing rules, equity awards under the 2025 Inducement Plan may only be made to an employee if he or she is granted such awards in connection with the commencement of his or her employment with the Company and such grant is a material inducement to his or her entering into employment with the Company.

The Company has reserved 1,000,000 shares of common stock for issuance pursuant to non-qualified stock options and restricted stock units under the 2025 Inducement Plan.

As of May 12, 2025, no shares had been issued under the 2025 Inducement Plan.

2020 Equity Incentive Plan

4 unchanged sentences

Shares of the Company’s common stock subject to awards granted under the 2020 Plan that expire, lapse, or are terminated, exchanged for cash, surrendered, repurchased, or forfeited following the effective date of the 2020 Plan will be available for issuance under the 2023 Plan in accordance with its terms.

As of September 30, 2024, the Company had the following balances by plan:

As of March 31, 2025, the Company had the following balances by plan:

Outstanding Unvested

2 unchanged sentences

2020 Plan 619,445 309,028 —

2025 Inducement Plan

— — 1,000,000

Total 6,778,317 309,028 3,137,973

2023 Employee Stock Purchase Plan

In February 2023, the Company’s board of directors and stockholders approved the 2023 Employee Stock Purchase Plan (ESPP), which became effective upon the closing of the Company’s IPO.

In February 2023, the Company’s board of directors and stockholders approved the 2023 Employee Stock Purchase Plan (ESPP), which became effective in February 2023.

The ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to a specified percentage of their eligible compensation withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP.

2 unchanged sentences

ESPP purchases of common stock occur at a price equal to 85 % of the lower of (i) the closing price on the first trading day of the offering period or (ii) the closing price on the last trading day of the offering period.

As of September 30, 2024, the Company had 783,718 shares available for issuance and 27,621 cumulative shares had been issued under the ESPP.

In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2024 and ending in and including 2033, by an amount equal to the lesser of (i) 1 % of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Company’s board of directors, provided that no more than 15,000,000 shares of the Company’s common stock may be issued under the ESPP.

As of March 31, 2025, the Company had 1,273,941 shares available for issuance and 35,617 cumulative shares had been issued under the ESPP.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

Total stock-based compensation expense reported in the statements of operations was allocated as follows (in thousands):

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

lesser of (i) 1 % of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Company’s board of directors, provided that no more than 15,000,000 shares of the Company’s common stock may be issued under the ESPP.

Total stock-based compensation expense reported in the condensed statements of operations was allocated as follows (in thousands):

Three Months Ended

Research and development $ 1,628 $ 965

2 unchanged sentences

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.

What changed 10-Q

Item 1. Financial Statements