{"url_path":"/sec/mirm/8-k/2026-05-18/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1759425/0001193125-26-228902-index.html","accession_number":"0001193125-26-228902","cik":"0001759425","ticker":"MIRM","issuer_name":"Mirum Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1759425/0001193125-26-228902-index.html","primary_entity_key":"0001759425","primary_entity_name":"Mirum Pharmaceuticals, Inc."},"word_count":314,"has_tables":true,"body_markdown":"Item 3.02\n\nUnregistered Sales of Equity Securities.\n\nThe disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated May 12, 2026 by and among the Company and the initial purchasers.\n\nThe Notes and the shares of common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.\n\nTo the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock. Initially, a maximum of 6,455,778 shares of the Company’s common stock may be issued upon conversion of the Notes and based on the initial maximum conversion rate of 9.3562 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.\n\nThe 3,220,529 shares of the common stock being issued in connection with the Note Exchange Transactions are being issued in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act."}