{"filing":{"accession_number":"0001819790-26-000062","cik":"0001819790","ticker":"TARS","company_name":"Tarsus Pharmaceuticals, Inc.","form":"8-K","filing_date":"2026-08-06","report_date":"2026-08-05","primary_document":"tars-20260805.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1819790/000181979026000062/tars-20260805.htm"},"events":[{"id":25981,"run_id":23593,"accession_number":"0001819790-26-000062","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Tarsus Pharmaceuticals completed a private placement (PIPE) of approximately $125.0 million, consisting of 2,098,519 shares of common stock at $56.00 per share and pre-funded warrants to purchase 133,625 additional shares at $0.0001 per share. The unregistered securities were sold to qualified institutional buyers and accredited investors under Section 4(a)(2) of the Securities Act, with registration rights to be granted under a Registration Rights Agreement.","company_name":"Tarsus Pharmaceuticals, Inc.","ticker":"TARS","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":26941,"accession_number":"0001819790-26-000062","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Tarsus entered into a Securities Purchase Agreement for a private placement of 2,098,519 shares at $56.00 per share and pre-funded warrants to purchase 133,625 additional shares, generating approximately $125.0 million in gross proceeds. This is a classic dilutive equity issuance—an unregistered private placement (PIPE) that increases share count and dilutes existing shareholders. The filing explicitly notes the securities are not registered under the Securities Act and references the Registration Rights Agreement requiring future registration, which is typical for PIPE transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:13.810447+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26942,"accession_number":"0001819790-26-000062","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Tarsus Pharmaceuticals disclosed an unregistered private placement (PIPE) of approximately $125 million in equity securities, consisting of 2,098,519 shares of common stock at $56.00 per share and 133,625 pre-funded warrants. The securities were sold without registration under Section 4(a)(2) of the Securities Act, a classic private placement structure. This is a material dilutive issuance that would affect investor assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:13.810447+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26943,"accession_number":"0001819790-26-000062","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Tarsus announced a $125 million private placement (PIPE) involving the sale of 2,098,519 shares of common stock at $56.00 per share plus pre-funded warrants to purchase 133,625 shares at $0.0001 exercise price. This is a classic dilutive equity issuance to qualified institutional buyers and accredited investors, explicitly stated as \"not involving a public offering\" and exempt from Securities Act registration. The transaction is material to investors as it significantly dilutes existing shareholders and raises capital for clinical development and corporate purposes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:13.810447+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":26941,"accession_number":"0001819790-26-000062","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Tarsus entered into a Securities Purchase Agreement for a private placement of 2,098,519 shares at $56.00 per share and pre-funded warrants to purchase 133,625 additional shares, generating approximately $125.0 million in gross proceeds. This is a classic dilutive equity issuance—an unregistered private placement (PIPE) that increases share count and dilutes existing shareholders. The filing explicitly notes the securities are not registered under the Securities Act and references the Registration Rights Agreement requiring future registration, which is typical for PIPE transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:13.810447+00:00","company_name":"Tarsus Pharmaceuticals, Inc.","ticker":"TARS","filing_date":"2026-08-06"},{"id":26942,"accession_number":"0001819790-26-000062","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Tarsus Pharmaceuticals disclosed an unregistered private placement (PIPE) of approximately $125 million in equity securities, consisting of 2,098,519 shares of common stock at $56.00 per share and 133,625 pre-funded warrants. The securities were sold without registration under Section 4(a)(2) of the Securities Act, a classic private placement structure. This is a material dilutive issuance that would affect investor assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:13.810447+00:00","company_name":"Tarsus Pharmaceuticals, Inc.","ticker":"TARS","filing_date":"2026-08-06"},{"id":26943,"accession_number":"0001819790-26-000062","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Tarsus announced a $125 million private placement (PIPE) involving the sale of 2,098,519 shares of common stock at $56.00 per share plus pre-funded warrants to purchase 133,625 shares at $0.0001 exercise price. This is a classic dilutive equity issuance to qualified institutional buyers and accredited investors, explicitly stated as \"not involving a public offering\" and exempt from Securities Act registration. The transaction is material to investors as it significantly dilutes existing shareholders and raises capital for clinical development and corporate purposes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:52:13.810447+00:00","company_name":"Tarsus Pharmaceuticals, Inc.","ticker":"TARS","filing_date":"2026-08-06"}]}