Tarsus acquires iRenix for $75M upfront plus $490M in milestones for late-stage eye drug

Upfront consideration of approximately $75 million, consisting of $37.5 million in cash and $37.5 million in Tarsus common stock • Potential approval and commercial milestone payments of up to $490 million

In the completed Phase 2b/3 RELIEF trial involving 154 patients, IRX-101 demonstrated statistically significant improvements on two co-primary endpoints versus povidone-iodine: • Pain reduction: Approximately 50% relative reduction in post-procedural pain scores (p=0.0003), with half of the patients in the IRX-101 group reporting a pain score of zero • Corneal fluorescein staining: Approximately 25% relative reduction in corneal staining in the IRX-101 group (p=0.0003), reflecting less corneal surface damage

Based on these data and in alignment with feedback from the U.S. Food and Drug Administration, Tarsus plans to initiate a Phase 3 study designed to evaluate the tolerability and safety of IRX-101 compared to povidone-iodine. The study is expected to begin enrolling in the first half of 2027 with results anticipated in 2028.

The Stock Consideration was issued in private placements exempt from registration under Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, because the offer and sale of such securities did not involve a “public offering” as defined in Section 4(a) (2) of the Securities Act, and other applicable requirements were met. The issuance of the Stock Consideration was made only to those stockholders of iRenix determined to be “accredited investors” as defined pursuant to Rule 501(a) of Regulation D promulgated under the Securities Act.

On July 6, 2026, Tarsus Pharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with iRenix Medical, Inc., a Delaware corporation (“iRenix”), Dolores Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and Fortis Advisors LLC, as the securityholders’ representative (the “Securityholders’ Representative”). Pursuant to the Merger Agreement, on July 6, 2026, Merger Sub merged with and into iRenix (the “Merger”), with iRenix surviving the Merger as a wholly-owned subsidiary of the Company.

In connection with the Merger Agreement, the Company and the Securityholders’ Representative entered into an escrow agreement pursuant to which the Company has deposited certain funds for purposes of securing the indemnification obligations of the former securityholders of iRenix and for purposes of securing any Merger Consideration adjustments.