Item 5. Other Information
Item 5. Other Information
During the three months ended June 30, 2026, one of our officers (as defined in Rule 16a-1(f) of the Exchange Act) and none of our directors adopted or terminated a contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules). The material terms of this Rule 10b5-1 trading arrangement are described below:
Name and Title
Action Taken (1)
Type of Trading Arrangement
Nature of Trading Arrangement
Duration of Trading Arrangement
Number of Securities
Eric Warren , Chief Commercial Officer
Adopted March 27, 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 June 23, 2026 to December 31, 2026
148,749
(1) The Rule 10b5-1 plan became effective as of April 10, 2026.
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†
First Amendment to License Agreement, dated November 24, 2020 , between the Registrant and Tanabe Pharma Corporation
x
10.2† Second Amendment to License Agreement, dated June 15, 2023 , between the Registrant and Tanabe Pharma Corporation
x
10.3† Third Amendment to License Agreement, dated May 29, 2025 , between the Registrant and Tanabe Pharma Corporation
x
10.4† Fourth Amendment to License Agreement, dated June 2, 2026 , between the Registrant and Tanabe Pharma Corporation
x
10.5† L oan Agreement, dated June 2, 2026, amo ng the Registrant, Biopharma Credit PLC , BPC R Limited Partnership, and Biopharma Credit Investments V (Master) LP
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
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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
__________________
† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601 of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential.
* 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: August 11, 2026 By: /s/ Jon Congleton
Jon Congleton
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 11, 2026 By: /s/ Adam Levy
Adam Levy
Chief Financial Officer
(Principal Financial Officer; Principal Accounting Officer)
37