{"filing":{"accession_number":"0001819790-26-000060","cik":"0001819790","ticker":"TARS","company_name":"Tarsus Pharmaceuticals, Inc.","form":"8-K","filing_date":"2026-08-06","report_date":"2026-07-31","primary_document":"tars-20260731.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1819790/000181979026000060/tars-20260731.htm"},"events":[{"id":25980,"run_id":23592,"accession_number":"0001819790-26-000060","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Tarsus Pharmaceuticals entered into a definitive Agreement and Plan of Merger on July 31, 2026, to acquire Alkeus Pharmaceuticals, a privately-held biotechnology company with a Phase 3 program for gildeuretinol (Stargardt disease), for approximately $450 million in upfront consideration ($270 million cash and $180 million in stock) plus up to $350 million in milestone payments and tiered royalties.","company_name":"Tarsus Pharmaceuticals, Inc.","ticker":"TARS","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":26938,"accession_number":"0001819790-26-000060","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Tarsus Pharmaceuticals entered into a definitive Agreement and Plan of Merger on July 31, 2026, to acquire Alkeus Pharmaceuticals for approximately $450 million in upfront consideration ($270 million cash and $180 million in stock) plus up to $350 million in milestone payments and tiered royalties. This is a material acquisition of a privately-held biotechnology company with a Phase 3 program (gildeuretinol for Stargardt disease), disclosed under Item 1.01 as a material definitive agreement, and represents a significant strategic expansion of Tarsus' retina pipeline.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:03.554768+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26939,"accession_number":"0001819790-26-000060","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses an unregistered private placement of Tarsus common stock to Alkeus stockholders as part of the acquisition consideration. The filing states that $180 million in Tarsus common stock will be issued at $61.38 per share in a Section 4(a)(2) private placement to accredited investors. While this is technically part of an M\u0026A transaction (Item 1.01), the Item 3.02 section specifically focuses on the equity issuance mechanics and exemption from registration, which is the hallmark of a dilutive issuance disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:03.554768+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26940,"accession_number":"0001819790-26-000060","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Tarsus Pharmaceuticals announced entry into a definitive merger agreement to acquire Alkeus Pharmaceuticals for approximately $450 million upfront ($270 million cash + $180 million stock) plus up to $350 million in regulatory and commercial milestones. The press release explicitly states \"Tarsus Pharmaceuticals to Acquire Alkeus Pharmaceuticals\" and describes this as \"another important step in Tarsus' long-term strategy to build a leading eye care company.\" This is a material acquisition of a privately-held biotechnology company with a Phase 3 clinical program, clearly falling under Item 1.01 (Material Agreements) or Item 2.01 (Completion of Acquisition or Disposition of Assets) disclosure requirements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:03.554768+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":26938,"accession_number":"0001819790-26-000060","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Tarsus Pharmaceuticals entered into a definitive Agreement and Plan of Merger on July 31, 2026, to acquire Alkeus Pharmaceuticals for approximately $450 million in upfront consideration ($270 million cash and $180 million in stock) plus up to $350 million in milestone payments and tiered royalties. This is a material acquisition of a privately-held biotechnology company with a Phase 3 program (gildeuretinol for Stargardt disease), disclosed under Item 1.01 as a material definitive agreement, and represents a significant strategic expansion of Tarsus' retina pipeline.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:03.554768+00:00","company_name":"Tarsus Pharmaceuticals, Inc.","ticker":"TARS","filing_date":"2026-08-06"},{"id":26939,"accession_number":"0001819790-26-000060","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses an unregistered private placement of Tarsus common stock to Alkeus stockholders as part of the acquisition consideration. The filing states that $180 million in Tarsus common stock will be issued at $61.38 per share in a Section 4(a)(2) private placement to accredited investors. While this is technically part of an M\u0026A transaction (Item 1.01), the Item 3.02 section specifically focuses on the equity issuance mechanics and exemption from registration, which is the hallmark of a dilutive issuance disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:03.554768+00:00","company_name":"Tarsus Pharmaceuticals, Inc.","ticker":"TARS","filing_date":"2026-08-06"},{"id":26940,"accession_number":"0001819790-26-000060","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Tarsus Pharmaceuticals announced entry into a definitive merger agreement to acquire Alkeus Pharmaceuticals for approximately $450 million upfront ($270 million cash + $180 million stock) plus up to $350 million in regulatory and commercial milestones. The press release explicitly states \"Tarsus Pharmaceuticals to Acquire Alkeus Pharmaceuticals\" and describes this as \"another important step in Tarsus' long-term strategy to build a leading eye care company.\" This is a material acquisition of a privately-held biotechnology company with a Phase 3 clinical program, clearly falling under Item 1.01 (Material Agreements) or Item 2.01 (Completion of Acquisition or Disposition of Assets) disclosure requirements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:03.554768+00:00","company_name":"Tarsus Pharmaceuticals, Inc.","ticker":"TARS","filing_date":"2026-08-06"}]}