Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS) (the “Company” or
“Tarsus”), whose mission is to focus on unmet needs and apply
proven science and new technology to revolutionize treatment for
patients, starting with eye care, today announced the pricing of an
underwritten public offering of 2,812,500 shares of its common
stock at a public offering price of $32.00 per share, and, in lieu
of common stock to a certain investor, pre-funded warrants to
purchase up to 312,500 shares of its common stock at a public
offering price of $31.9999, which represents the per share public
offering price for the common stock less the $0.0001 per share
exercise price for each pre-funded warrant. In addition, Tarsus has
granted the underwriters a 30-day option to purchase up to an
additional 468,750 shares of its common stock at the public
offering price, less underwriting discounts and commissions. The
gross proceeds from the offering, before deducting underwriting
discounts and commissions and other estimated offering expenses
payable by Tarsus, are expected to be approximately $100.0 million,
excluding any exercise of the underwriters’ option to purchase
additional shares. The offering is expected to close March 5, 2024,
subject to the satisfaction of customary closing conditions.
Goldman Sachs & Co. LLC, BofA Securities, Guggenheim
Securities, LLC and Oppenheimer & Co. are acting as joint
book-running managers for the offering.
A registration statement relating to the securities to be sold
in the offering was filed with the U.S. Securities and Exchange
Commission (the “SEC”) on February 29, 2024 and became
automatically effective upon filing. Copies of the registration
statement can be accessed through the SEC’s website at www.sec.gov.
The offering is being made only by means of a prospectus supplement
and the accompanying prospectus which forms a part of the effective
shelf registration statement.
A preliminary prospectus supplement related to the offering
(including the accompanying prospectus) has been filed with the SEC
and is available on the SEC’s website located at www.sec.gov.
Copies of the final prospectus supplement and the accompanying
prospectus may also be obtained, when available, from: Goldman
Sachs & Co. LLC, Attention: Prospectus Department, 200 West
Street, New York, New York 10282, by telephone at (866) 471-2526,
or by email at prospectus-ny@ny.email.gs.com; BofA Securities,
NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina
28255-0001, Attention: Prospectus Department, or by email at
dg.prospectus_requests@bofa.com; Guggenheim Securities, LLC,
Attention: Equity Syndicate Department, 330 Madison Avenue, 8th
Floor, New York, NY 10017, by telephone at (212) 518-9544, or by
email at GSEquityProspectusDelivery@guggenheimpartners.com; or
Oppenheimer & Co. Inc., Attention: Syndicate Prospectus
Department, 85 Broad Street, 26th Floor, New York, New York 10004,
by telephone at (212) 667-8055, or by email at
EquityProspectus@opco.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Tarsus Pharmaceuticals, Inc.Tarsus
Pharmaceuticals, Inc. applies proven science and new technology to
revolutionize treatment for patients, starting with eye care.
Tarsus is advancing its pipeline to address several diseases with
high unmet need across a range of therapeutic categories, including
eye care, dermatology and infectious disease prevention. XDEMVY®
(lotilaner ophthalmic solution) 0.25% is FDA approved in the United
States for the treatment of Demodex blepharitis. Tarsus is also
developing TP-03 as an investigational therapy for the treatment of
Meibomian Gland Disease, TP-04 for the treatment of rosacea and
TP-05 as an oral tablet for the prevention of Lyme disease, all of
which are in Phase 2.
Forward-Looking StatementsStatements in this
press release about future expectations, plans and prospects, as
well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements.” The
words, without limitation, “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,” or
“would,” or the negative of these terms or other similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these or
similar identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result
of various important factors, including, but not limited to, risks
and uncertainties related to market conditions and satisfaction of
customary closing conditions related to the public
offering. Further, there are other risks and uncertainties
that could cause actual results to differ from those set forth in
the forward-looking statement and they are detailed from time to
time in the reports Tarsus files with the Securities and Exchange
Commission, including Tarsus’ Form 10-K for the year ended December
31, 2023, filed on February 27, 2024, with the SEC, copies of which
are posted on its website and are available from Tarsus without
charge. However, new risk factors and uncertainties may emerge from
time to time, and it is not possible to predict all risk factors
and uncertainties. Accordingly, readers are cautioned not to place
undue reliance on these forward-looking statements. Any
forward-looking statements contained in this press release are
based on the current expectations of Tarsus’ management team and
speak only as of the date hereof, and Tarsus specifically disclaims
any obligation to update any forward-looking statement, whether as
a result of new information, future events or otherwise.
Contacts:Media ContactAdrienne KempSr.
Director, Corporate Communications(949)
922-0801AKemp@tarsusrx.com
Investor Contact:David NakasoneHead of Investor Relations(949)
620-3223DNakasone@tarsusrx.com
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