Tarsus agrees to buy Alkeus for $270,000,000 in cash and $180,000,000 in stock

Tarsus Pharmaceuticals, Inc. agreed to buy Alkeus Pharmaceuticals, Inc. under an Agreement and Plan of Merger signed July 31, 2026, the company said in a Form 8-K filed August 6, 2026. The deal has not closed. At closing Tarsus would pay $270,000,000 in cash, subject to customary adjustments and a post-closing purchase price adjustment, plus $180,000,000 of its common stock valued at $61.38 per share. Tarsus expects to complete the acquisition in 2026, but says there can be no assurance it will close on these terms or on this timeline.

The cash component is large for Tarsus. Its Form 10-K for 2025, filed February 23, 2026, reports cash, cash equivalents and marketable securities of $417.3 million at December 31, 2025, and a net loss of $66.4 million for 2025. The company has posted a net loss every year since it was formed in 2016, and its accumulated deficit reached $426.6 million at year end.

The company's one product is XDEMVY (lotilaner ophthalmic solution) 0.25%, approved by the FDA in July 2023 for Demodex blepharitis. The 8-K does not describe Alkeus's sales or clinical results. It names the Alkeus product only in the milestone and royalty terms, so the filing gives a reader no basis to judge what Tarsus is buying beyond the price.

Structure and milestone payments

Apex 2026 Merger Sub, Inc., a wholly owned Tarsus subsidiary, will merge into Alkeus, which would survive as a wholly owned subsidiary. Shareholder Representative Services LLC signed as the securityholders' representative.

Alkeus equityholders could also earn milestone payments of up to $350,000,000. Of that, $250,000,000 is tied to regulatory approval of an Alkeus product in the United States. Tarsus may pay it in cash, in its common stock or in a mix it chooses, subject to certain limitations, so part of the contingent price could arrive as new shares if approval comes. The other $100,000,000 is payable in cash on the first U.S. sale of an Alkeus product. The holders would also receive tiered revenue sharing payments in the low-to-mid single digits as a percentage of annual worldwide gildeuretinol net sales. The 8-K says these amounts are not part of the up-front price.

Conditions and timing

Closing depends on customary conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Either side can end the agreement if the deal has not closed by 11:59 p.m. Eastern Time on October 31, 2026. That date can be extended to January 31, 2027, which means the 2026 target could slip.

Shares and lock-ups

Tarsus will issue the stock in private placements to accredited investors under Section 4(a)(2) of the Securities Act and Regulation D. A Registration Rights Agreement signed July 31, 2026 takes effect only at closing. It requires Tarsus to file a resale shelf for the up-front shares within a set period after closing, with a second shelf for any milestone stock, and it lets the Alkeus holders require underwritten take-downs, subject to conditions. If the deal misses the outside date, the agreement becomes void.

Alkeus stockholders who signed joinders agreed not to sell their up-front stock for two months after closing. Holders who will receive more than $7.0 million in up-front stock also agreed to selling limits tied to Tarsus's average trading volume for three months after that lock-up ends. Tarsus says the full agreements will be filed with its Form 10-Q for the quarter ended September 30, 2026.

Advisers and financing

Neither the 8-K nor the 10-K names a financial adviser, placement agent, underwriter or legal counsel for the acquisition. Shareholder Representative Services LLC appears only as the securityholders' representative. The 10-K does describe an earlier at-the-market program under which Jefferies LLC acted as sales agent for a 3% commission. Tarsus sold 1,000,000 shares under it in 2023 for net proceeds of $19.2 million, and the 10-K says there were no sales under it in 2024 or 2025.

Jeffrey Farrow, Chief Financial Officer and Chief Strategy Officer, signed the 8-K on August 6, 2026.

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