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    Amendment: SEC Form SCHEDULE 13D/A filed by Mineralys Therapeutics Inc.

    3/17/25 9:06:42 PM ET
    $MLYS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $MLYS alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)


    MINERALYS THERAPEUTICS, INC.

    (Name of Issuer)


    Common Stock

    (Title of Class of Securities)


    603170101

    (CUSIP Number)


    Abrar Hussain
    Samsara BioCapital GP, LLC, 628 Middlefield Road
    Palo Alto, CA, 94301
    (650) 285-4270

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    03/13/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    603170101


    1 Name of reporting person

    Samsara BioCapital, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,674,916.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,674,916.00
    11Aggregate amount beneficially owned by each reporting person

    5,674,916.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    9.0 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    603170101


    1 Name of reporting person

    Samsara BioCapital GP, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,674,916.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,674,916.00
    11Aggregate amount beneficially owned by each reporting person

    5,674,916.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    9.0 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    603170101


    1 Name of reporting person

    Srinivas Akkaraju
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    61,389.00
    8Shared Voting Power

    5,674,916.00
    9Sole Dispositive Power

    61,389.00
    10Shared Dispositive Power

    5,674,916.00
    11Aggregate amount beneficially owned by each reporting person

    5,736,305.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    9.1 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock
    (b)Name of Issuer:

    MINERALYS THERAPEUTICS, INC.
    (c)Address of Issuer's Principal Executive Offices:

    150 N. Radnor Chester Road, Suite F200, Radnor, PENNSYLVANIA , 19087.
    Item 1 Comment:
    This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 24, 2023, and amended on February 12, 2024 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
    Item 3.Source and Amount of Funds or Other Consideration
     
    Item 3 of the Statement is hereby amended and supplemented as follows: On March 13, 2025, Samsara LP purchased 600,000 shares of 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 all securities acquired by Samsara LP in the 2025 Offering was $8.1 million, which was funded by the working capital of Samsara LP.
    Item 5.Interest in Securities of the Issuer
    (a)
    Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of: (i) 49,835,637 shares of common stock outstanding as of February 7, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on February 12, 2025; (ii) 12,962,962 shares of common stock issued in the 2025 Offering as disclosed in the Issuer's prospectus supplement dated March 11, 2025 filed with the SEC on March 12, 2025; and (iii) with respect to Dr. Akkaraju, 61,389 shares of common stock issuable upon the exercise of stock options within 60 days. The Reporting Persons' ownership of the Issuer's securities consists of (i) 5,674,916 shares of common stock directly held by Samsara LP and (ii) a total of 49,796 vested stock options (right to buy) held by Dr. Akkaraju; and (iii) 11,593 stock options (right to buy) scheduled to vest within 60 days of this filing held by Dr. Akkaraju. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is a managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by by Samsara LP.
    (b)
    Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
    (c)
    Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
    (d)
    No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
    (e)
    Not applicable.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Item 6 of the Statement is hereby amended and supplemented as follows: Lock-up Agreement Each of the Issuer's executive officers and directors, including Dr. Akkaraju, have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 60 days from March 11, 2025 without first obtaining the written consent of BofA Securities, Inc., Evercore Group L.L.C. and Goldman Sachs & Co. LLC, subject to specified exceptions, including sales pursuant to existing trading plans established under Rule 10b5-1 under the Exchange Act.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Form of Lock-up From Directors and Officers (incorporated by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on March 12, 2025).

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Samsara BioCapital, L.P.
     
    Signature:/s/ Srinivas Akkaraju
    Name/Title:By Samsara BioCapital GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
    Date:03/17/2025
     
    Samsara BioCapital GP, LLC
     
    Signature:/s/ Srinivas Akkaraju
    Name/Title:By Srinivas Akkaraju, Managing Member
    Date:03/17/2025
     
    Srinivas Akkaraju
     
    Signature:/s/ Srinivas Akkaraju
    Name/Title:Srinivas Akkaraju
    Date:03/17/2025
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