Item 5. Other Information
Item 5. Other Information
During the three months ended March 31, 2026, an affiliate of the Company, Catalys Pacific Fund, LP, entered into a Rule 10b5-1 trading plan. Catalys Pacific Fund GP, LP is the general partner of Catalys Pacific Fund, LP. Brian Taylor Slingsby, M.D., Ph.D., M.P.H., one of our directors, is the managing director of Catalys Pacific, LLC, the general partner of Catalys Pacific Fund GP, LP, and has voting and investment power over the shares held by Catalys Pacific Fund, LP. The material terms of this 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
Catalys Pacific Fund, LP
Adoption January 9, 2026
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 May 9, 2026
to
March 31, 2027
2,000,000
Except as set forth above, during the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any 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).
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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
10.1#
Non-Employee Director Compensation Policy
x
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
__________________
# Indicates management contract or compensatory plan.
* This certification is deemed not filed for the 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.
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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, thereunto duly authorized.
MINERALYS THERAPEUTICS, INC.
Date: May 6, 2026 By: /s/ Jon Congleton
Jon Congleton
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 6, 2026 By: /s/ Adam Levy
Adam Levy
Chief Financial Officer and Secretary
(Principal Financial Officer; Principal Accounting Officer)
28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.