| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 29, 2024, Tarsus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Guggenheim Securities, LLC, acting as representatives of the underwriters named in the Underwriting Agreement (the “Underwriters”), relating to the sale of 2,812,500 shares of the Company’s common stock, par value $0.0001 per share, and, in lieu of common stock to a certain investor, pre-funded warrants to purchase 312,500 shares of its common stock (the “Offering”). The price to the public in the Offering is $32.00 per share and $31.9999 per pre-funded warrant, which is the price to the public of each share of common stock sold in the Offering, minus the $0.0001 exercise price per pre-funded warrant. The exercise price of each pre-funded warrant will equal $0.0001 per share and each pre-funded warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership limitation. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the shares and the pre-funded warrants from the Company pursuant to the Underwriting Agreement at a price of $30.08 per share and a price of $30.0799 per pre-funded warrant, respectively. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 468,750 shares. The net proceeds to the Company from the Offering are expected to be approximately $93.7 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company, assuming no exercise by the Underwriters of their option to purchase additional shares of common stock. The transactions contemplated by the Underwriting Agreement are expected to close on March 5, 2024, subject to the satisfaction of customary closing conditions.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3, filed with the Securities and Exchange Commission (“SEC”) on February 29, 2024, which became automatically effective upon filing (File No. 333-277523) and the prospectus included therein (the “Registration Statement”), a preliminary prospectus supplement, dated February 29, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), and a final prospectus supplement, dated February 29, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. Copies of the Underwriting Agreement and the form of pre-funded warrant are filed as Exhibit 1.1 and Exhibit 4.1 to this Current Report, respectively, and are incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement and the form of pre-funded warrant is qualified in its entirety by such exhibits hereto.
The Underwriting Agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms, but is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The legal opinion, including the related consent, of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP relating to the legality of the issuance and sale of the securities in the Offering is filed as Exhibit 5.1 to this Current Report.
This Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s SEC filings.
