UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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☒ Form 10-K ☐ Form
20-F ☐ Form 11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐
Form N-CSR |
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For Period Ended: December 31, 2023 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this Form shall be construed to imply that the
Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
Mirum Pharmaceuticals, Inc.
Full Name of Registrant
N/A
Former Name if
Applicable
950 Tower Lane, Suite 1050
Address of Principal Executive Office (Street and Number)
Foster City, California 94404
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b) |
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or
Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on
Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in
reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Mirum Pharmaceuticals, Inc. (the “Company”) is unable to timely file with the Securities and Exchange Commission (“SEC”) its Annual Report
on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) without unreasonable effort or expense. This is the first year the Company is an accelerated filer, its filing deadlines are therefore shorter than they were in the
past and it is the first year that the Company’s auditor has been required to attest to, and report on, management’s assessment of the Company’s internal control over financial reporting. The delay in the filing of the Annual Report
is primarily due to a combination of factors relating to the testing and documentation of the Company’s internal controls associated with its use of and reliance upon third-party vendors and service providers. The Company anticipates that the
Annual Report will be filed on or before the fifteenth calendar day following the prescribed due date.
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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Christopher Peetz |
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(650) |
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667-4085 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? Yes ☒ No ☐ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
On February 28, 2024, the Company furnished a Current Report on Form 8-K to the SEC that
included a press release announcing the Company’s unaudited financial results for the fourth quarter and year ended December 31, 2023, including the following:
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Total net product revenue for the full year ended December 31, 2023 was $178.9 million compared to $75.1 million
for the full year ended December 31, 2022 |
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Total operating expenses were $293.0 million for the full year ended December 31, 2023 compared to $208.3 million
for the full year ended December 31, 2022 |
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The increase in year-over-year operating expense was due to a $32.2 million increase in cost of goods sold and a
$56.8 million increase in sales, general and administrative expense, partially offset by a $4.2 million decrease in research and development expense |
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As of December 31, 2023, Mirum had cash and cash equivalents of $286.3 million |
The foregoing financial information is unaudited and may be subject to change, and actual results may vary from the foregoing.
Cautionary Note Regarding Forward-Looking Statements
This Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words
“anticipate,” “will” and similar terms and phrases are used in this Form 12b-25 to identify forward-looking statements, including statements regarding the Company’s ability to file the Annual Report within the time period
prescribed by Rule 12b-25, the Company’s expectations regarding its financial results for the fiscal year ended December 31, 2023, including the expectation that there will be no material changes to the information reported on the
Company’s Form 8-K furnished with the SEC on February 28, 2024. Many factors could cause actual results and future events to differ materially from the forward-looking statements, including, among other things, the completion of the procedures
related to the Company’s internal control over financial reporting, the discovery of additional information relevant to the audit and the risks and uncertainties set forth in the sections entitled “Risk Factors” in the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 2, 2023, and in its subsequent filings with the SEC. These forward-looking statements are based on management’s expectations as of the
date of this filing. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, except as required by applicable law.
Mirum Pharmaceuticals, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: |
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February 28, 2024 |
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By |
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/s/ Christopher Peetz |
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Christopher Peetz Chief Executive
Officer |