Mirum Pharmaceuticals, Inc. Form 8-K Filing

Mirum Pharmaceuticals, Inc. has entered into a Subscription Agreement with entities associated with TCG Crossover Management, LLC for a private placement. The agreement involves the purchase of 1,000,000 shares of the Company's common stock for approximately $68,480,000, at a price of $68.48 per share. This private placement is contingent upon the closing of the previously announced mergers between Mirum Pharmaceuticals, Inc. and Bluejay Therapeutics, Inc., which are expected to close in the first quarter of 2026. The company has also entered into a Registration Rights Agreement, obligating them to register these shares for resale. The transactions are being conducted under an exemption from registration, relying on Section 4(a)(2) of the Securities Act. The company has provided customary representations and warranties, and the PIPE Investors have also made representations regarding their accredited investor status and investment intent.