SCHEDULE: RA Capital Boosts Mineralys Stake to 9.9% in Public Offering

RA Capital Management, L.P. and its affiliates increased their beneficial ownership in Mineralys Therapeutics, Inc. to 9.9% following a $30 million purchase in a September 2025 public offering.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (Reporting Persons) filed an Amendment No. 3 to their Schedule 13D, updating their beneficial ownership in Mineralys Therapeutics, Inc.
• The Reporting Persons collectively beneficially own 7,796,433 shares of Mineralys Therapeutics, Inc. common stock, representing 9.9% of the class.
• This ownership includes 5,456,521 shares held directly by RA Capital Healthcare Fund, L.P., 1,867,229 shares held by RA Capital Nexus Fund III, L.P., and 75,116 shares underlying vested stock options plus 7,927 shares underlying stock options vesting within 60 days, held by Dr. Derek DiRocco for the benefit of RA Capital.
• RA Capital Healthcare Fund, L.P. also holds Pre-Funded Warrants with the right to acquire 549,755 shares of common stock, subject to a 9.99% beneficial ownership blocker.
• On September 4, 2025, RA Capital Healthcare Fund, L.P. purchased 1,176,470 shares of common stock at a price of $25.50 per share from the underwriters of Mineralys Therapeutics' public offering.
• The aggregate purchase price for these shares was $29,999,985, funded by the working capital of RA Capital Healthcare Fund, L.P.
• The 9.9% ownership percentage is calculated based on 66,295,184 shares outstanding as of August 7, 2025, plus 11,274,509 shares issued in the September 2025 Offering, and giving effect to exercisable stock options and Pre-Funded Warrants.
• Executive officers and directors of Mineralys Therapeutics, including Dr. DiRocco, are subject to a 60-day lock-up agreement from September 2, 2025, restricting the sale or transfer of common stock or convertible securities, with exceptions for existing Rule 10b5-1 trading plans.

Sentiment

Score: 7

Explanation: The filing indicates a significant investment by a major healthcare fund in Mineralys Therapeutics through a public offering, suggesting continued confidence in the company. The transaction itself is a factual update of beneficial ownership, which is generally neutral but can be seen as positive due to the investor's reputation.

Positives

• RA Capital Management, a prominent healthcare investor, significantly increased its stake in Mineralys Therapeutics, indicating continued confidence in the company's prospects.
• RA Capital Healthcare Fund, L.P. made a substantial investment of nearly $30 million in the company's public offering.

Risks

• The Pre-Funded Warrants held by RA Capital Healthcare Fund, L.P. contain a Beneficial Ownership Blocker, precluding exercise to the extent that beneficial ownership would exceed 9.99% of common stock outstanding, limiting further immediate increases in ownership via these warrants.

Future Outlook

The filing indicates continued vesting of Dr. DiRocco's stock options through October 2025 and beyond. Additionally, executive officers and directors are subject to a 60-day lock-up agreement from September 2, 2025, which will expire around early November 2025, after which they may be able to sell or transfer shares.

Industry Context

RA Capital Management is a prominent investor in the healthcare and biotechnology sectors. Their increased stake in Mineralys Therapeutics, a pharmaceutical company, suggests continued investment interest in the sector, particularly in companies that have recently completed capital raises. Public offerings are a common method for biotech companies to raise capital for research and development, clinical trials, and general corporate purposes.

Related Party Transactions

• Stock options held by Dr. Derek DiRocco, an executive officer/director, for the benefit of RA Capital, a reporting person, could be considered a related party arrangement.

Stakeholder Impact

• Shareholders: The increased institutional ownership by RA Capital may be viewed positively, signaling confidence in the company. The public offering itself results in dilution for existing shareholders but provides capital to the company.
• Company (Mineralys Therapeutics): The public offering provides additional capital for operations, research and development, and strategic initiatives.

Next Steps

• Continued vesting of Dr. DiRocco's stock options through October 2025 and beyond, subject to his continued service.
• Expiration of the 60-day lock-up agreement for executive officers and directors around early November 2025, potentially allowing for sales or transfers of shares.

Key Dates

Recommendation

The filing primarily reports a factual increase in beneficial ownership by a major institutional investor through a public offering. While the investment signals confidence, the filing does not provide new fundamental information about the company's performance or prospects that would warrant a 'buy' or 'sell' recommendation. It's an update on a known capital raise and a large investor's position. Investors should hold and monitor future company performance and market developments.

Keywords

Mineralys Therapeutics, RA Capital Management, Schedule 13D, Beneficial Ownership, Public Offering, Common Stock, Investment, Healthcare Fund, Stock Options, Warrants, Lock-up Agreement