SCHEDULE 13D/A: Samsara BioCapital Increases Stake in Mineralys Therapeutics to 9.1% Following $8.1 Million Public Offering Purchase

Samsara BioCapital, L.P. and its affiliates have significantly increased their beneficial ownership in Mineralys Therapeutics, Inc. to 9.1% by acquiring 600,000 shares in a recent public offering.

Summary

• Samsara BioCapital, L.P. (Samsara LP), Samsara BioCapital GP, LLC (Samsara GP), and Srinivas Akkaraju (collectively, the "Reporting Persons") filed an Amendment No. 2 to their Schedule 13D, updating their beneficial ownership in Mineralys Therapeutics, Inc.
• On March 13, 2025, Samsara LP purchased 600,000 shares of Mineralys Therapeutics common stock at a price of $13.50 per share from the underwriters of the Issuer's public offering (the "2025 Offering").
• The aggregate purchase price for these shares was $8.1 million, funded by the working capital of Samsara LP.
• Following this acquisition, the Reporting Persons collectively beneficially own 5,736,305 shares of common stock, representing 9.1% of the Issuer's outstanding shares.
• This ownership percentage is calculated based on 49,835,637 shares outstanding as of February 7, 2025, plus 12,962,962 shares issued in the 2025 Offering, and 61,389 shares issuable to Dr. Akkaraju upon option exercise within 60 days.
• The beneficial ownership includes 5,674,916 shares directly held by Samsara LP and 61,389 stock options held by Dr. Akkaraju (49,796 vested and 11,593 vesting within 60 days).
• Dr. Akkaraju, as a managing member of Samsara GP (the sole general partner of Samsara LP), possesses shared voting and dispositive power over the securities held by Samsara LP.
• Executive officers and directors of Mineralys Therapeutics, Inc., including Dr. Akkaraju, are subject to a 60-day lock-up agreement from March 11, 2025, restricting the sale or transfer of common stock without consent from BofA Securities, Inc., Evercore Group L.L.C., and Goldman Sachs & Co. LLC.

Sentiment

Score: 8

Explanation: The document indicates a significant investor, Samsara BioCapital, has increased its stake in Mineralys Therapeutics by purchasing shares in a public offering. This action generally signals strong confidence in the company's future prospects from a sophisticated investor, which is a positive indicator.

Positives

• Samsara BioCapital, a significant institutional investor, increased its stake in Mineralys Therapeutics, indicating continued confidence in the company's prospects.
• The acquisition of 600,000 shares for $8.1 million represents a substantial new investment by the reporting entity.

Risks

• The document does not detail specific risks related to Mineralys Therapeutics' business operations or financial health.
• A lock-up agreement restricts the ability of executive officers and directors, including Dr. Akkaraju, to sell or transfer shares for 60 days from March 11, 2025, which could be a short-term liquidity constraint for those individuals.

Future Outlook

The document indicates that executive officers and directors, including Dr. Akkaraju, are subject to a 60-day lock-up period from March 11, 2025, restricting their ability to sell or transfer shares. This suggests a short-term commitment from key insiders following the public offering.

Management Comments

• "Samsara BioCapital, L.P. By: Samsara BioCapital GP, LLC its General Partner By: /s/ Srinivas Akkaraju Name: Srinivas Akkaraju Title: Managing Member" (Signature confirming the filing on behalf of Samsara BioCapital, L.P.)
• "Samsara BioCapital GP, LLC By: /s/ Srinivas Akkaraju Name: Srinivas Akkaraju Title: Managing Member" (Signature confirming the filing on behalf of Samsara BioCapital GP, LLC)
• "/s/ Srinivas Akkaraju Srinivas Akkaraju" (Signature confirming the filing on behalf of Srinivas Akkaraju)

Industry Context

This filing is a standard disclosure for a significant investor increasing their stake in a publicly traded biotechnology or pharmaceutical company (Mineralys Therapeutics, Inc.). Such investments often signal confidence in the company's pipeline, strategic direction, or market potential, especially when made through a public offering. The lock-up agreement is a common practice in public offerings to stabilize the stock price post-offering by preventing immediate sales by insiders.

Corporate Governance

Stakeholder Impact

• Shareholders: The public offering itself could lead to dilution for existing shareholders, but the increased stake by a major investor like Samsara BioCapital might be viewed positively as a vote of confidence.
• Management/Directors: Subject to a 60-day lock-up period, restricting their ability to sell shares, which aligns their interests with the company's short-term stability post-offering.

Next Steps

• The lock-up agreement for executive officers and directors, including Dr. Akkaraju, will expire 60 days from March 11, 2025.

Key Dates

Recommendation

Keywords

Mineralys Therapeutics, Samsara BioCapital, Schedule 13D/A, beneficial ownership, public offering, common stock, investment, biotechnology, pharmaceuticals, lock-up agreement, SEC filing