UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On July 31, 2023, Tarsus Pharmaceuticals, Inc. (the “Company”) announced the commencement of a proposed underwritten public offering of its common stock pursuant to an effective registration statement on Form S-3 filed with the SEC on November 1, 2021 and declared effective by the Securities and Exchange Commission on November 5, 2021 (the “Registration Statement”).
In connection with the proposed public offering, the Company terminated the prospectus (the “ATM Prospectus”) filed with the Registration Statement and related to the Company’s common stock, $0.0001 par value per share (the “Common Stock”), issuable pursuant to the terms of the Open Market Sale AgreementSM, dated November 1, 2021 (the “Sales Agreement”), by and between the Company and Jefferies LLC. The Company did not make any sales of Common Stock pursuant to the ATM Prospectus. Further, the Company will not make any sales of its Common Stock pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new registration statement is filed. Other than the termination of the ATM Prospectus, the Sales Agreement remains in full force and effect.
This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company’s 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 such jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tarsus Pharmaceuticals, Inc. | ||||||
| DATE: July 31, 2023 | By: | /s/ Jeffrey S. Farrow | ||||
| Jeffrey S. Farrow | ||||||
| Chief Financial Officer and Chief Strategy Officer | ||||||