What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-06 · 199 added, 107 removed, 250 unchanged (55% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

(in thousands, except share and per share amounts)

March 31, December 31,

(in thousands, except share and per share data)

June 30, December 31,

Current assets:

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Total current liabilities 19,319 15,113

Long-term liabilities:

Senior secured term loan, net

Total liabilities 116,936 15,113

Commitments and contingencies (Note 5)

1 unchanged sentence

Common stock, $ 0.0001 par value;

500,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

82,454,950 and 81,536,557 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

500,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

88,351,196 and 81,536,557 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,288,487 1,103,854

6 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Operating expenses:

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

Issuance of common stock pursuant to Prior ATM Agreement, net of issuance costs of $ 46

674,518 — 9,496 — 9,496

Issuance of common stock from stock option exercises 161,059 — 1,079 — 1,079

Issuance of common stock for cash under employee stock purchase plan 13,604 — 142 — 142

Stock-based compensation — — 4,553 — 4,553

Net loss — — — ( 43,274 ) ( 43,274 )

Balance as of June 30, 2025 65,725,409 $ 6 $ 701,548 $ ( 388,003 ) $ 313,551

Mineralys Therapeutics, Inc.

Condensed Statements of Stockholders’ Equity (Continued)

(in thousands, except share data)

Common Stock Additional

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Balance as of March 31, 2026 82,454,950 8 1,134,644 ( 496,508 ) 638,144

Issuance of common stock in public offering, net of offering costs of $ 6,419

5,660,378 1 143,580 — 143,581

Issuance of common stock from stock option exercises 223,148 — 2,616 — 2,616

Issuance of common stock for cash under employee stock purchase plan 12,720 — 292 — 292

Stock-based compensation — — 7,355 — 7,355

Net loss — — — ( 241,071 ) ( 241,071 )

Balance as of June 30, 2026 88,351,196 $ 9 $ 1,288,487 $ ( 737,579 ) $ 550,917

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

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Upfront payment pursuant to Fourth Amendment to License Agreement 200,000 —

Stock-based compensation 13,903 8,198

Accretion of discount on held-to-maturity securities ( 9,268 ) ( 3,275 )

Amortization of debt discount and issuance costs related to senior secured term loan 126 —

Depreciation and amortization 11 31

2 unchanged sentences

Prepaid, other current assets, and other assets

( 1,948 ) ( 4,396 )

Accounts payable and accrued liabilities 3,265 7,528

3 unchanged sentences

Maturities of marketable securities 627,500 110,000

Upfront payment pursuant to Fourth Amendment to License Agreement ( 200,000 ) —

Net cash used in investing activities ( 230,162 ) ( 135,757 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock in public offerings, net of offering costs 143,896 188,880

Proceeds from senior secured term loan, net of debt discount and issuance costs with lender 97,503 —

Payment of debt issuance costs with third parties ( 1,015 ) —

Proceeds from issuance of common stock pursuant to ATM Agreement, net of ATM issuance costs

Proceeds from stock option exercises 6,658 1,202

Proceeds from issuance of common stock for cash under employee stock purchase plan 292 142

Payment of shelf offering costs

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

( 16 ) ( 57 )

Net cash provided by financing activities 267,536 199,110

Net increase (decrease) in cash and cash equivalents ( 60,142 ) 50,916

Net decrease in cash and cash equivalents ( 34,653 ) ( 12,303 )

Cash and cash equivalents - beginning 172,921 114,091

2 unchanged sentences

Supplemental Disclosure of Non-Cash Financing Activities:

Public offering and shelf offering costs included in accounts payable and accrued liabilities $ 7 $ 289

(1) Cash and cash equivalents as of March 31, 2026 exclude investments of $ 533.3 million.

Cash, cash equivalents, and investments amounted to $ 646.1 million as of March 31, 2026.

Offering costs included in accounts payable and accrued liabilities $ 316 $ 13

Accretion of exit consideration on senior secured term loan $ 17 $ —

Funds receivable from stock option exercises $ 13 $ —

Funds receivable from the sale of common stock pursuant to Prior ATM Agreement, net of issuance costs $ — $ 574

(1) Cash and cash equivalents as of June 30, 2026 exclude investments of $ 523.1 million.

Cash, cash equivalents, and investments amounted to $ 661.4 million as of June 30, 2026.

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

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

The Company’s 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 and related comorbidities, such as chronic kidney disease and obstructive sleep apnea.

The Company has completed two pivotal clinical trials of lorundrostat for hypertension, one Phase 2 clinical trial in hypertensive participants with chronic kidney disease, and one Phase 2 clinical trial in hypertensive participants with obstructive sleep apnea.

The Company’s product candidate, lorundrostat, is an investigational, proprietary, orally administered, highly selective aldosterone synthase inhibitor that the Company is developing for the treatment of uncontrolled hypertension (uHTN) or resistant hypertension (rHTN), as well as related comorbidities, such as chronic kidney disease (CKD), obstructive sleep apnea (OSA), and other diseases driven by dysregulated aldosterone.

The Company has completed six late-stage clinical trials of lorundrostat supporting its efficacy and safety profile while also validating aldosterone as an integral therapeutic target in uHTN and rHTN.

The clinical program includes two pivotal clinical trials of lorundrostat for hypertension, one Phase 2 clinical trial in hypertensive participants with CKD, and one Phase 2 clinical trial in hypertensive participants with OSA.

The Company submitted a New Drug Application (NDA) to the U.S.

Food and Drug Administration (FDA) in December 2025 for lorundrostat for the treatment of hypertension in combination with other antihypertensive drugs.

The FDA accepted the NDA submission and provided the Company with a Prescription Drug User Fee Act target date of December 22, 2026 for lorundrostat.

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, conducting preclinical and clinical trials, and performing research and development and other activities.

The FDA accepted the NDA submission for lorundrostat and provided the Company with a Prescription Drug User Fee Act target date of December 22, 2026.

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

The Company’s operations to date have been limited to funding research and development activities, business planning, establishing and maintaining the Company’s intellectual property portfolio, advancing regulatory activities, staffing the Company, initiating commercial-readiness activities, raising capital, and providing general and administrative support for the Company’s operations.

Liquidity and Capital Resources

Since its inception, the Company has not generated any revenue from product sales or other sources and has incurred significant operating losses and negative cash flows from operations.

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 March 31, 2026, the Company had an accumulated deficit of $ 496.5 million and cash, cash equivalents, and investments of $ 646.1 million.

For the three months ended March 31, 2026, the Company had a net loss of $ 39.3 million and net cash used in operating activities of $ 39.5 million.

Since inception, the Company has funded its operations by raising aggregate gross proceeds of approximately $ 1.1 billion from the sale of the Company’s common stock, convertible preferred stock, pre-funded warrants, and convertible notes.

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, advancing regulatory activities, staffing the Company, initiating commercial-readiness activities, raising capital, and providing general and administrative support for these operations.

As of June 30, 2026, the Company had an accumulated deficit of $ 737.6 million and cash, cash equivalents, and investments of $ 661.4 million.

For the six months ended June 30, 2026, the Company had a net loss of $ 280.4 million and net cash used in operating activities of $ 72.0 million.

Since inception, the Company has funded its operations by raising aggregate gross proceeds of approximately $ 1.4 billion from sales of common stock, convertible preferred stock, pre-funded warrants, and convertible notes, as well as borrowings under the Loan Agreement (as defined and further described in Note 6, “ Senior Secured Term Loan ”).

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 for the foreseeable future as a result of the Company’s research and development and other activities.

Additional funding will be required to continue with the Company’s planned research and development and commercial launch activities.

The Company expects to continue to incur substantial losses for the foreseeable future as a result of the Company’s research and development and other activities until such time, if ever, that the Company begins generating substantial product revenue from product sales.

Additional funding may be required to continue with the Company’s planned research and development and commercial launch 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 March 31, 2026 will be sufficient to allow the Company to fund operations for at least twelve months from the issuance date of these condensed financial statements.

The Company believes that its cash, cash equivalents, and investments as of June 30, 2026 will be sufficient to allow the Company to fund its planned operations, including the commercial launch of lorundrostat, for at least twelve months from the issuance date of these condensed financial statements.

Summary of Significant Accounting Policies

2 unchanged sentences

GAAP) and applicable rules and regulations of the U.S.

Securities and Exchange Commission (SEC) for interim reporting.

As permitted under those rules and regulations, certain footnotes or other financial information normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted.

These condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the Company’s financial information.

These unaudited condensed financial statements should be read in

Securities and Exchange Commission (the SEC) for interim reporting.

As permitted under those rules and regulations, certain footnotes or other financial information normally included in financial statements prepared

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

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, 2025.

in accordance with U.S.

GAAP have been condensed or omitted.

These condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial information.

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, 2025.

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

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

The Company’s cash and cash equivalents balances as of March 31, 2026 and December 31, 2025 include cash balances and amounts held primarily in interest-bearing money market accounts and U.S.

The Company’s cash and cash equivalents balances as of June 30, 2026 and December 31, 2025 include cash balances and amounts held primarily in interest-bearing money market accounts and U.S.

Treasury bills.

As of March 31, 2026 and December 31, 2025, the Company did no t have any restricted cash balances.

As of June 30, 2026 and December 31, 2025, the Company did no t 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,

June 30, December 31,

Cash $ 1,231 $ 1,030

17 unchanged sentences

For certain financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable, and certain accrued liabilities, the recorded amount approximates estimated fair value due to their relatively short maturity period.

Refer to Note 3.

“ Fair Value of Financial Instruments ” for additional details of the Company’s financial instruments.

Refer to Note 3, “ Fair Value of Financial Instruments ” for additional details of the Company’s financial instruments.

The Company generally invests its excess cash in money market funds and investment-grade short- and long-term fixed-income debt securities, such as U.S.

4 unchanged sentences

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 three months ended March 31, 2026 and 2025, and no impairment charges were recorded.

The Company invested in marketable securities during the six months ended June 30, 2026 and 2025, 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.

4 unchanged sentences

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 each of March 31, 2026 and December 31, 2025 were $ 0.2 million.

Deferred offering costs as of each of June 30, 2026 and December 31, 2025 were $ 0.2 million.

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

1 unchanged sentence

Notes to Condensed Financial Statements

Debt Discounts, Debt Premiums, and Debt Issuance Costs

The Company records debt obligations at their outstanding principal amount, adjusted for any unamortized debt discounts, debt premiums, and debt issuance costs.

Debt discounts and debt issuance costs are presented as reductions of the carrying amount of the related debt liability while debt premiums are presented as increases to the carrying amount of the related debt liability.

Debt discounts, debt premiums, and debt issuance costs allocated to drawn tranches are amortized to interest expense using the effective interest method over the contractual term of the related debt.

Debt issuance costs allocated to undrawn, committed tranches are amortized to interest expense on a straight-line basis over the period that the related borrowing capacity is available, which the Company believes approximates the effective interest method.

Debt issuance costs allocated to undrawn, committed tranches are recorded as a deferred asset (rather than as a direct reduction of the carrying amount of outstanding debt) until the applicable tranche is drawn, at which point the remaining unamortized balance attributable to that tranche is reclassified and presented as a reduction of the carrying amount of the related debt.

Costs incurred in connection with obtaining financing are capitalized and amortized over the expected life of the related borrowing.

Upon the repayment, extinguishment, or modification of debt, any remaining unamortized debt discounts, debt premiums, and debt issuance costs associated with the debt are recognized in earnings.

However, in the case of a modification of debt (as opposed to a repayment or extinguishment), any remaining unamortized debt discounts, debt premiums, and debt issuance costs associated with the debt are instead amortized over the updated expected life of the revised debt, rather than recognized in earnings immediately.

As of June 30, 2026, the unamortized debt discounts and debt issuance costs were approximately $ 2.0 million and $ 0.4 million, respectively, which were included within long-term liabilities on the Company’s condensed balance sheets.

The total accretion recognized on the debt premium as of June 30, 2026 was immaterial to the condensed financial statements.

Stock-Based Compensation

9 unchanged sentences

Risk-Free Interest Rate — The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

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.

8 unchanged sentences

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

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

potential 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 7,420,692 6,778,317

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

Six Months Ended

Outstanding stock options 7,086,111 6,993,414

Unvested restricted stock units 829,268 —

4 unchanged sentences

Unless otherwise discussed, the Company believes the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

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 disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) , as clarified by ASU 2025-01, which requires disaggregated disclosure of certain expense categories.

The guidance is effective for the Company’s annual disclosures for fiscal year 2027 and interim periods thereafter, and may be adopted on a prospective or retrospective basis with early adoption permitted.

The Company is evaluating the impact of the guidance on its disclosures.

While the Company expects that additional disaggregated disclosures will be required upon adoption, the guidance will not affect the recognition or measurement of expenses.

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 March 31, 2026 and December 31, 2025 (in thousands):

March 31, December 31,

Cash equivalents

Money market funds $ 111,629 $ 161,943

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

The following methods and assumptions were used by the Company in estimating the fair values of each class of financial instrument disclosed herein:

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.

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, 2026 and December 31, 2025, the Company had short-term U.S.

Treasury bills.

Fair values of these securities are determined by Level 2 inputs utilizing quoted prices

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

(unadjusted) in active markets for similar assets.

The following table presents information about the Company’s investments in held-to-maturity U.S.

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

As of March 31, 2026

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 (in thousands):

June 30, December 31,

Money market funds (included in cash and cash equivalents) $ 124,597 $ 161,943

The following methods and assumptions were used by the Company in estimating the fair values of each class of financial instrument disclosed herein:

Money Market Funds — The carrying amounts of money market funds approximate their fair values due to their short-term nature and are measured with Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Treasury Bills — The fair values of these securities are determined using Level 2 inputs utilizing quoted prices (unadjusted) in active markets for similar assets.

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

The following tables present information about the Company’s held-to-maturity U.S.

Treasury bills (in thousands):

As of June 30, 2026

Balance Sheet Location Original Maturities Amortized

Cost Estimated

Cash and cash equivalents less than 3 months $ 12,440 $ 12,439

Investments between 3 and 12 months 523,144 522,997

Total $ 535,584 $ 535,436

As of December 31, 2025

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Total $ 493,662 $ 493,839

Commitments and Contingencies

Tanabe License Agreement

In July 2020, the Company entered into an exclusive license agreement (the Tanabe License) with Tanabe Pharma Corporation (Tanabe) (formerly Mitsubishi Tanabe Pharma Corporation), pursuant to which Tanabe granted the Company an exclusive, worldwide, royalty-bearing, sublicensable license under Tanabe’s patent and other intellectual property rights to exploit products incorporating lorundrostat (formerly MT-4129) (Lorundrostat Product) for the prevention, treatment, diagnosis, detection, monitoring, or predisposition testing with respect to indications, diseases, and conditions in humans.

Pursuant to the Tanabe License, the Company paid Tanabe a $ 1.0 million upfront fee and development milestone payments of $ 9.0 million in the aggregate.

The Company has remaining obligations to pay Tanabe commercial milestone payments of up to $ 155.0 million in the aggregate upon first commercial sale and upon meeting certain annual sales targets, as well as additional commercial milestone payments of up to $ 10.0 million for a second indication.

Additionally, the Company is obligated to pay Tanabe tiered royalties at percentages ranging from the mid-single digits to ten percent ( 10 %) of aggregate net sales of each Lorundrostat Product on a Lorundrostat Product-by-Lorundrostat Product and country-by-country basis, until the later of (i) the expiration of the last-to-expire valid Tanabe patent claim covering a Lorundrostat Product, (ii) ten years from the first commercial sale of a Lorundrostat Product, or (iii) the expiration of regulatory exclusivity in such country.

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

The Company has no remaining development milestone obligations under the Tanabe License and did not incur any development or commercial expenses pursuant to the Tanabe License during the three months ended March 31, 2026 and 2025.

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.

If the Company elects to sublicense its rights under the Tanabe License to a third party with respect to exploitation of lorundrostat or any Lorundrostat Product in certain countries in Asia, the Company has agreed to negotiate such a sublicense first, for a specified period of time, with Tanabe, if Tanabe notifies the Company that it would like to obtain such a sublicense.

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 Tanabe’s prior consent.

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

The Company may terminate the Tanabe License for any or no reason upon 90 or 180 days’ prior written notice to Tanabe, depending on whether the Lorundrostat Product has received

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

June 30, December 31,

Research and development expenses $ 6,799 $ 3,460

Compensation and benefits 4,195 5,540

Professional fees and other 7,259 4,096

Total $ 18,253 $ 13,096

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

regulatory approval.

Tanabe may terminate the Tanabe License if the Company or its affiliates or sublicensees initiate a challenge to the patent rights licensed to the Company by Tanabe.

In addition, either party may terminate the Tanabe 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.

Commitments and Contingencies

Tanabe License Agreement

In July 2020, the Company entered into an exclusive license agreement (as amended, the Tanabe License) with Tanabe Pharma Corporation (Tanabe) (formerly Mitsubishi Tanabe Pharma Corporation), pursuant to which Tanabe granted the Company an exclusive, worldwide, royalty-bearing, sublicensable license under Tanabe’s patent and other intellectual property rights to exploit products incorporating lorundrostat (formerly MT-4129) (Lorundrostat Product) for the prevention, treatment, diagnosis, detection, monitoring, or predisposition testing with respect to indications, diseases, and conditions in humans.

Pursuant to the Tanabe License, the Company previously paid Tanabe a $ 1.0 million upfront fee and development milestone payments of $ 9.0 million in the aggregate.

On June 2, 2026, the Company entered into a fourth amendment to the Tanabe License (the Fourth Amendment), pursuant to which the Company’s obligation to pay Tanabe royalties on net sales of Lorundrostat Products was terminated, the license was amended and restated to grant the Company an exclusive, worldwide, royalty-free, sublicensable, perpetual, irrevocable license, and the Company’s diligence obligations with respect to the ongoing development and commercialization of lorundrostat were eliminated.

As consideration, the Company made an upfront cash payment to Tanabe of $ 200.0 million and agreed to pay additional commercial milestone payments of up to $ 100.0 million in the aggregate (the New Milestones).

As a result of the Fourth Amendment, the Company has remaining obligations to pay Tanabe commercial milestone payments, including the New Milestones, of up to $ 255.0 million in the aggregate upon first commercial sale and upon meeting certain annual sales targets, as well as up to $ 10.0 million related to commercialization for a potential second indication.

The New Milestones become immediately due and payable by the Company upon certain change-of-control transactions.

Within a specified period following execution of the Fourth Amendment, the parties agreed to enter into an agreement to terminate the Tanabe License, pursuant to which, among other things, Tanabe will assign to the Company all of Tanabe’s rights in the licensed intellectual property.

During the three and six months ended June 30, 2026, the Company recognized the $ 200.0 million upfront cash payment as research and development expense in its condensed statements of operations because lorundrostat has not received regulatory approval and the related intellectual property has no alternative future use.

The Company has no remaining development milestone payment obligations under the Tanabe License.

As of June 30, 2026, no commercial milestone payments had been made under the Tanabe License.

The commercial milestone payments, including the New Milestones, are contingent upon the achievement of specified future events and will be recognized when the related contingencies are resolved.

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 three months ended March 31, 2026 and 2025, and no material legal proceedings are currently pending or threatened.

The Company was not subject to any material legal proceedings during the three and six months ended June 30, 2026 and 2025, and no material legal proceedings are currently pending or threatened.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising from breach of such agreements or intellectual property infringement claims made by third parties.

In addition, the Company has entered into indemnification agreements with officers of the Company and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as officers or directors.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited.

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 material liabilities related to such obligations in its condensed financial statements as of March 31, 2026 and December 31, 2025.

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

March 31, December 31,

Research and development expenses $ 4,587 $ 3,460

Compensation and benefits 2,312 5,540

Professional fees and other 6,703 4,096

Senior Secured Term Loan

On June 2, 2026, the Company entered into a senior secured term loan agreement (the Loan Agreement) with BioPharma Credit PLC, as collateral agent, and each of BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP, which are funds managed by Pharmakon Advisors, LP, as lenders.

The Loan Agreement provides for a five‑year senior secured term loan of up to $ 500.0 million, maturing on June 3, 2031 (the Maturity Date), consisting of the following tranches (collectively, the Term Loans):

(i) a Tranche A Loan of $ 100.0 million, which was drawn on June 2, 2026;

(ii) a Tranche B Loan of $ 150.0 million, which is required to be drawn no later than April 30, 2027, subject to approval by the FDA of the lorundrostat NDA (the Tranche B Approval Condition);

(iii) a Tranche C Loan of $ 150.0 million, which is available at the Company’s election until December 14, 2028, subject to the occurrence of the Tranche B Approval Condition and the achievement of certain net sales milestones;

and (iv) a Tranche D Loan of $ 100.0 million, which is available at the Company’s election until June 14, 2029, subject to the draw of the Tranche C Loan and the achievement of certain net sales milestones.

As of June 30, 2026, the Company had drawn the $ 100.0 million Tranche A Loan, and the Tranche B Loan, Tranche C Loan, and Tranche D Loan were undrawn.

The Maturity Date is subject to acceleration to June 30, 2028 if the Tranche B Approval Condition is not satisfied on or before September 30, 2027.

The Term Loans bear interest at a rate per annum equal to the three‑month secured overnight financing rate (subject to a 3.25 % floor) plus 5.50 %, payable quarterly in arrears.

At inception of the Tranche A Loan, the applicable interest rate was 9.15 %.

The Company is required to pay a funding fee equal to 2.00 % of the funding amount on the funding date of each Term Loan, and paid a funding fee of $ 2.0 million in connection with the Tranche A Loan.

The Company may elect to prepay the Term Loans in whole or, subject to certain conditions, in part prior to the Maturity Date, subject to certain prepayment, make‑whole, and exit fees.

The Term Loans are subject to certain mandatory prepayments, including a repayment of all Term Loans in four equal installments commencing on September 30, 2027 to the extent the Tranche B Approval Condition is not met on or prior to September 30, 2027.

Each Term Loan requires the Company to pay a final fee equal to 1.5 % of the original principal amount of such Term Loan (the Final Fee), due upon the earlier of the Maturity Date or prepayment of the applicable Term Loan.

The Final Fee associated with the Tranche A Loan is fixed at $ 1.5 million and will not increase.

However, the aggregate Final Fee payable under the Loan Agreement will increase if additional Term Loan tranches are drawn, as each additional tranche would be subject to its own Final Fee.

Borrowings under the Term Loans are secured by substantially all of the Company’s assets, subject to certain exceptions.

The Loan Agreement contains financial covenants, including a minimum liquidity requirement and, with respect to the fiscal year ending December 31, 2028 and then tested quarterly commencing with the fiscal quarter ending March 31, 2029, a minimum trailing twelve-month consolidated net product revenue covenant.

As of June 30, 2026, the Company was in compliance with all covenants under the Loan Agreement.

Upon the occurrence of an event of default under the Loan Agreement, the lenders may, among other things, accelerate the Company’s obligations under the Loan Agreement, and upon an event of default relating to certain insolvency, liquidation, bankruptcy, or similar events, all outstanding obligations under the Loan Agreement will be automatically accelerated.

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

The components of long-term debt consisted of the following (in thousands):

June 30, December 31,

Principal - Term Loan $ 100,000 $ —

amortization of debt discount, debt issuance costs, and Final Fee ( 2,383 ) $ —

Carrying amount of Term Loan (1) $ 97,617 $ —

current portion $ — $ —

Term long-term debt, net of current portion $ 97,617 $ —

(1) The carrying value of the outstanding liability, which bears a variable interest rate indexed to the three-month secured overnight financing rate (subject to a 3.25 % floor) plus 5.50 %, approximates fair value, as it reprices when market interest rates change and represents a Level 2 measurement within the fair value hierarchy.

In connection with the Tranche A Loan, the Company received gross proceeds of $ 100.0 million.

The Company recognized a debt discount of $ 2.0 million and incurred $ 2.1 million in debt issuance costs, which were comprised of amounts paid to third parties and lenders.

The Company allocated a portion of the debt issuance costs to the undrawn future Term Loans and recognized a long-term deferred asset in the amount of $ 1.7 million, which will be amortized to interest expense on a straight-line basis over the period to which the related borrowing capacity is available.

As of June 30, 2026, the unamortized debt discounts and debt issuance costs of approximately $ 2.0 million and $ 0.4 million, respectively, were recorded as a reduction of the carrying amount of the Tranche A Loan and are being amortized to interest expense over the term of the Tranche A Loan using the effective interest method.

The effective interest rate on the Tranche A Loan was 9.91 % as of June 30, 2026.

During the three and six months ended June 30, 2026, the Company recognized interest expense of approximately $ 0.8 million related to the Term Loans, consisting of contractual interest, amortization of the debt discount and debt issuance costs, and amortization of the Final Fee.

Interest expense is recorded in the condensed statements of operations within interest income, net.

The Company did not recognize any interest expense for the three and six months ended June 30, 2025.

The Company classified the carrying amount of the Term Loans as a long‑term liability as of June 30, 2026, as no principal payments were scheduled within twelve months of June 30, 2026.

The Company will reassess this classification in future periods in light of the contingent mandatory prepayment that would commence on September 30, 2027 if the Tranche B Approval Condition is not satisfied on or prior to that date.

As of June 30, 2026, the future principal payments due under the Term Loans, excluding unamortized debt issuance costs and assuming satisfaction of the Tranche B Approval Condition and that no mandatory prepayment will be triggered, were as follows (in thousands):

Year ending December 31, Amount

2026 (remainder) $ —

Thereafter 50,000

Total $ 100,000

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

For the outstanding Tranche A Loan, the Company is required to make quarterly principal payments of approximately $ 25.0 million beginning on September 30, 2030.

If the Tranche B Approval Condition is not satisfied on or before September 30, 2027, the Company would be required to make quarterly principal payments of approximately $ 25.0 million beginning on September 30, 2027, and the Maturity Date would accelerate to June 30, 2028.

No principal payments have been made as of June 30, 2026.

Interest is payable quarterly beginning on September 30, 2026, and as such, no interest has been paid as of June 30, 2026.

Capital Stock

As of March 31, 2026, the Company had reserved authorized shares of common stock for future issuance as follows:

As of June 30, 2026, the Company had reserved authorized shares of common stock for future issuance as follows:

Common stock options outstanding 7,086,111

2 unchanged sentences

Restricted stock units outstanding

Pre-funded warrants issued and outstanding 549,755

Shares available for grant under the 2025 Inducement Plan 633,668

Pre-funded warrants issued and outstanding 549,755

Total 13,911,281

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

Public Offering

On June 3, 2026, the Company entered into an underwriting agreement with BofA Securities, Inc., Goldman Sachs & Co.

LLC, and Evercore Group L.L.C., relating to the issuance and sale of 5,660,378 shares of the Company’s common stock at a price of $ 26.50 per share for net proceeds of approximately $ 143.6 million after deducting underwriting discounts and offering expenses.

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

333-291435 ), filed with the SEC on November 10, 2025, and a prospectus supplement and accompanying prospectus filed with the SEC on June 3, 2026.

The Company used the net proceeds from the offering to fund a portion of the $ 200.0 million upfront payment made on June 2, 2026 to Tanabe upon execution of the Fourth Amendment (as further described in Note 5, “ Commitments and Contingencies ”).

At-the-Market Equity Offering Sales Agreements

1 unchanged sentence

LLC, pursuant to which the Company may sell shares of its common stock having an aggregate offering price of up to $ 300.0 million from time to time.

During the three months ended March 31, 2026, the Company sold pursuant to the ATM Agreement an aggregate of 568,320 shares of common stock at a weighted-average price of $ 35.66 per share for aggregate net proceeds of approximately $ 20.2 million after deducting commissions and offering expenses.

There were no sales of common stock pursuant to the ATM Agreement during the three months ended March 31, 2025.

From inception of the ATM Agreement and through March 31, 2026, the Company sold an aggregate of 2,720,508 shares of common stock at a weighted-average price of $ 41.45 per share for aggregate net proceeds of approximately $ 112.4 million after deducting commissions and offering expenses.

As of March 31, 2026, approximately $ 187.2 million of shares remained available for sale pursuant to the ATM Agreement.

During the six months ended June 30, 2026, the Company sold pursuant to the ATM Agreement an aggregate of 568,320 shares of common stock at a weighted-average price of $ 35.66 per share for aggregate net proceeds of approximately $ 20.2 million after deducting commissions and offering expenses.

No shares of common stock were sold pursuant to the ATM Agreement during the three months ended June 30, 2026, or during the three and six months ended June 30, 2025.

From inception of the ATM Agreement and through June 30, 2026, the Company sold an aggregate of 2,720,508 shares of common stock at a weighted-average price of $ 41.45 per share for aggregate net proceeds of approximately $ 112.4 million after deducting commissions and offering expenses.

As of June 30, 2026, approximately $ 187.2 million of shares remained available for sale pursuant to the ATM Agreement.

On March 21, 2024, the Company entered into an ATM Equity Offering Sales Agreement (the Prior ATM Agreement) with BofA Securities, Inc.

1 unchanged sentence

Effective November 9, 2025, the Prior ATM Agreement was terminated in connection with the execution of the ATM Agreement.

There were no sales of common stock pursuant to the Prior ATM Agreement during each of the three months ended March 31, 2026 and March 31, 2025.

There were no sales of common stock pursuant to the Prior ATM Agreement during each of the three and six months ended June 30,

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

During the three and six months ended June 30, 2025, the Company sold pursuant to the Prior ATM Agreement an aggregate of 674,518 shares of common stock at a weighted-average price of $ 14.15 per share for aggregate net proceeds of approximately $ 9.5 million after deducting commissions and offering expenses.

From inception of the Prior ATM Agreement and through its termination effective November 9, 2025, the Company sold an aggregate of 1,914,040 shares of common stock at a weighted-average price of $ 14.32 per share for aggregate net proceeds of approximately $ 27.3 million after deducting commissions and offering expenses.

2 unchanged sentences

The Company grants equity awards under the 2023 Incentive Award Plan (the 2023 Plan).

During the three months ended March 31, 2026, the Company began granting restricted stock units under the 2023 Plan.

During the six months ended June 30, 2026, the Company began granting restricted stock units under the 2023 Plan.

2025 Employment Inducement Incentive Award Plan

The Company maintains the 2025 Employment Inducement Incentive Award Plan (the 2025 Inducement Plan), under which non‑qualified stock options and restricted stock units may be granted in connection with the commencement of employment.

During the three months ended March 31, 2026, the Company began granting restricted stock units under the 2025 Inducement Plan.

During the six months ended June 30, 2026, the Company began granting restricted stock units under the 2025 Inducement Plan.

2020 Equity Incentive Plan

The 2020 Equity Incentive Plan (the 2020 Plan) continues to govern the terms of outstanding awards, although no new awards are granted under the plan.

As of March 31, 2026, the Company had the following balances by plan:

The following table summarizes the Company’s awards outstanding and shares available for grant as of June 30, 2026:

Outstanding Unvested

6 unchanged sentences

Total 7,086,111 25,171 829,268 3,391,783

Mineralys Therapeutics, Inc.

Notes to Condensed Financial Statements

2023 Employee Stock Purchase Plan

The Company maintains the 2023 Employee Stock Purchase Plan (the ESPP) under which eligible employees may purchase shares of common stock through payroll deductions.

As of March 31, 2026, the Company had 2,067,084 shares available for issuance, and 57,839 cumulative shares had been issued under the ESPP.

As of June 30, 2026, the Company had 2,054,364 shares available for issuance, and 70,559 cumulative shares had been issued under the ESPP.

Total stock-based compensation expense recognized was allocated as follows (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Research and development $ 2,210 $ 1,943 $ 4,686 $ 3,571

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