Mirum Pharmaceuticals, Inc. 8-K

What Happened
Mirum Pharmaceuticals announced on Dec. 18, 2025 that it entered into a subscription agreement with investors associated with TCG Crossover Management (TCGX) to sell 1,000,000 shares of common stock in a private placement for $68.48 per share, for gross proceeds of approximately $68,480,000. The PIPE is scheduled to close immediately following the closing of Mirum’s previously announced mergers with Bluejay Therapeutics (the “Mergers”), which are governed by an Agreement and Plan of Merger dated Dec. 6, 2025 and are expected to close in Q1 2026 subject to customary conditions. Mirum filed a related registration rights agreement and issued a press release on Dec. 19, 2025.

Key Details

• Private placement: 1,000,000 PIPE Shares at $68.48/share; gross proceeds ≈ $68,480,000.
• Dates: Subscription Agreement signed Dec. 18, 2025; press release furnished Dec. 19, 2025; Merger agreement dated Dec. 6, 2025; Mergers expected to close in Q1 2026.
• Investors: Entities associated with TCG Crossover Management, LLC (TCGX).
• Registration and compliance: PIPE shares sold under Section 4(a)(2) (unregistered) and Mirum agreed to file a registration statement after closing; company will pay registration fees and both sides granted customary indemnities.

Why It Matters
This financing provides Mirum with a committed ~$68.5M of capital contingent on the closing of the Bluejay merger, which can affect the company’s cash position and execution of its post-merger plan. The PIPE is tied to the merger closing, so its funding depends on completion of the transaction (expected Q1 2026). The registration rights agreement means the investors expect resale ability after the PIPE closes, which may influence share liquidity and future trading activity. Investors should note the issuance will dilute existing shareholders by 1,000,000 shares (absolute dilution depends on current shares outstanding) and that the PIPE shares are initially unregistered.