aibioTarsus Pharmaceuticals completes Alkeus acquisition with $270,000,000 in cash up front
Tickers TARS
Tarsus paid $270,000,000 in cash and issued 2,908,692 shares at closing. Up to $350,000,000 in milestones and tiered revenue sharing on gildeuretinol sales remain to be paid.
Key facts
- Company
- Tarsus Pharmaceuticals, Inc. (NASDAQ: TARS)
- News type
- Mergers
- Primary source
- Tarsus Pharmaceuticals, Inc. Form 8-K filed September 10, 2026 (SEC EDGAR)
Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS) completed its acquisition of Alkeus Pharmaceuticals, Inc. on September 4, 2026, according to a Form 8-K filed September 10, 2026 under Item 2.01. At closing, Tarsus paid up-front cash consideration of an aggregate $270,000,000, subject to customary adjustments and a post-closing purchase price adjustment. It also issued 2,908,692 shares of common stock to Alkeus equityholders.
How the deal is structured
The acquisition followed an Agreement and Plan of Merger dated as of July 31, 2026. The parties were Tarsus, Alkeus, Apex 2026 Merger Sub, Inc., a Delaware subsidiary of Tarsus, and Shareholder Representative Services LLC, a Colorado limited liability company that signed solely as the securityholders' representative. Merger Sub merged into Alkeus, which survived as a wholly owned subsidiary of Tarsus.
Certain Alkeus equityholders signed joinders to the agreement, as Tarsus disclosed in an 8-K filed August 6, 2026. A registration rights agreement with certain equityholders took effect at closing.
Payments still to come
Milestone payments total up to $350,000,000. Of that, $250,000,000 is payable in cash, in shares or both, in proportions Tarsus may decide in its sole discretion, subject to certain limits, upon regulatory approval of an Alkeus product in the United States. The remaining $100,000,000 is payable in cash upon the first sale of an Alkeus product in the United States.
Tarsus also agreed to pay tiered revenue sharing in the low-to-mid single digits, as a percentage of future annual worldwide gildeuretinol net sales, subject to certain reductions. The merger agreement's text refers to contingent financial advisor fees but does not name the advisers.
Tarsus's own finances
The company's annual report for 2025 shows revenue of $451.4 million, up from $183.0 million in 2024. It reports a net loss of $66.4 million for 2025, against $115.6 million for 2024, and cash used in operations of $83.0 million in 2025. The report says that although Tarsus has generated revenue from the launch of XDEMVY, it has continued to incur losses and negative cash flows from operations since its inception.
Year-end 2025 cash and cash equivalents were $183.6 million, with short-term investments of $233.6 million. At June 30, 2026, cash and cash equivalents were $204.6 million and short-term investments were $245.1 million. The up-front payment of $270,000,000 is larger than the year-end cash and cash equivalents figure.
The annual report also describes a 2024 credit facility with Pharmakon, under which a $75.0 million initial term loan was drawn in April 2024. It says the facility restricts the company's ability to pursue certain transactions it may believe to be in its best interests.
What the filing leaves open
The 8-K does not say how Tarsus funded the up-front payment. It also does not say whether the milestone payments are likely to be triggered, or when.
The Alkeus financial statements and the pro forma financial information required under Item 9.01 are not yet filed. The 8-K says both will be filed by amendment no later than 71 calendar days after the date the report was required to be filed. Until then, the filing gives no financial results for the business acquired.
The merger agreement, filed as Exhibit 2.1, omits portions the company marks as not material and as confidential, and it omits certain exhibits and schedules. The 8-K says the company will furnish omitted schedules to the Securities and Exchange Commission on request.