Tarsus Pharmaceuticals, Inc. filed a Form 8-K on September 10, 2026, reporting the completion of its acquisition of Alkeus Pharmaceuticals, Inc. on September 4, 2026, pursuant to an Agreement and Plan of Merger dated July 31, 2026.

Key Highlights

  • Closing date: The acquisition closed on September 4, 2026.
  • Up-front cash: Tarsus paid $270,000,000 in up-front cash consideration, subject to customary adjustments and a post-closing purchase price adjustment.
  • Up-front stock: Tarsus issued 2,908,692 shares of common stock, par value $0.0001 per share, to Alkeus equityholders.
  • Milestone payments: Up to $350,000,000 in potential milestone payments may be due, tied to regulatory approval and first U.S. sale of an Alkeus product.
  • Revenue sharing: Tiered revenue sharing payments in the low-to-mid single digits as a percentage of future annual worldwide gildeuretinol net sales are also included in the deal terms.
  • Subsidiary structure: Alkeus survives the merger as a wholly-owned subsidiary of Tarsus.

Tarsus Pharmaceuticals Closes Alkeus Deal with Cash, Stock, and Contingent Payments

According to the filing, Tarsus Pharmaceuticals, Inc. (NASDAQ:TARS) completed its previously announced acquisition of Alkeus Pharmaceuticals, Inc. on September 4, 2026. The transaction was structured as a merger in which Apex 2026 Merger Sub, Inc., a wholly-owned subsidiary of Tarsus, merged with and into Alkeus, with Alkeus surviving as a wholly-owned subsidiary of Tarsus. Shareholder Representative Services LLC, a Colorado limited liability company, acted solely in its capacity as the securityholders' representative under the Merger Agreement.

The company disclosed that up-front consideration consisted of two components: $270,000,000 in cash, subject to customary adjustments and a post-closing purchase price adjustment, and 2,908,692 shares of Tarsus common stock. Beyond the up-front consideration, the filing states that Tarsus has agreed to pay equityholders of Alkeus milestone payments of up to $350,000,000 in aggregate. Of that amount, $250,000,000 is payable in cash and/or shares of Tarsus common stock at proportions Tarsus may determine in its sole discretion, subject to certain limitations, upon U.S. regulatory approval of an Alkeus product. The remaining $100,000,000 is payable in cash upon the first U.S. sale of an Alkeus product.

The filing also discloses tiered revenue sharing payments in the low-to-mid single digits as a percentage of future annual worldwide gildeuretinol net sales, subject to certain reductions. The filing notes that financial statements for Alkeus and pro forma financial information will each be filed by amendment to this Current Report no later than 71 calendar days after the date this report was required to be filed. A registration rights agreement with certain Alkeus equityholders became effective upon closing.

What Was Disclosed

Tarsus Pharmaceuticals reported the September 4, 2026 closing of its acquisition of Alkeus Pharmaceuticals via merger, disclosing up-front consideration of $270,000,000 in cash and 2,908,692 common shares, plus potential milestone and revenue-sharing payments.