MDGL / Madrigal Pharmaceuticals, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Madrigal Pharmaceuticals, Inc.
US ˙ NasdaqGS ˙ US5588681057

Mga Batayang Estadistika
LEI 549300CHIMT2EUSNJB60
CIK 1157601
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Madrigal Pharmaceuticals, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 5, 2025 EX-99.1

Madrigal Pharmaceuticals Reports Second-Quarter 2025 Financial Results and Provides Corporate Updates

Madrigal Pharmaceuticals Reports Second-Quarter 2025 Financial Results and Provides Corporate Updates •Second-quarter 2025 Rezdiffra™ (resmetirom) net sales of $212.

August 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 MADRIGAL PHARMACEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Comm

August 5, 2025 EX-10.3

dated as of April 24, 2025, by and between Madrigal Pharmaceuticals, Inc. and KPG FF Owner, L.P.

Exhibit 10.3 LEASE AGREEMENT KPG FF Owner, L.P. Landlord AND Madrigal Pharmaceuticals, Inc. Tenant AT 1001 Conshohocken State Road West Conshohocken, Pennsylvania 19428 LEASE AGREEMENT INDEX 1. Basic Lease Terms and Definitions. 1 2. Premises. 4 3. Use. 5 4. Term; Possession. 6 5. Rent. 6 6. Operating Expenses; Property Taxes. 6 7. Services. 8 8. Insurance; Waivers; Indemnification. 8 9. Maintenan

August 5, 2025 EX-10.1

etter Agreement, dated April 16, 2025, by and between Madrigal Pharmaceuticals, Inc. and

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428 April 14, 2025 Dr. Rebecca Taub Dear Becky: I am pleased to offer you the new role of Senior Scientific Advisor for Madrigal Pharma

August 5, 2025 EX-10.2

rmaceuticals, Inc. and David

Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428 February 12, 2025 David Griffith Soergel, Jr., M.D. Dear David: I am pleased to offer you the position of Executive Vice President,

August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission fil

July 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 MADRIGAL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commi

July 30, 2025 EX-99.1

Madrigal Pharmaceuticals Enters into Exclusive Global License Agreement for Oral GLP-1 Receptor Agonist with CSPC Pharmaceutical Group Limited

Exhibit 99.1 Madrigal Pharmaceuticals Enters into Exclusive Global License Agreement for Oral GLP-1 Receptor Agonist with CSPC Pharmaceutical Group Limited · License agreement supports Madrigal’s pipeline strategy to develop innovative combination treatments for MASH, anchored by its foundational therapy Rezdiffra™ (resmetirom) · Combining Rezdiffra with the oral GLP-1, SYH2086, offers potential f

July 22, 2025 EX-99.1

Madrigal Pharmaceuticals Secures $500 Million in Senior Secured Credit from Blue Owl Managed Funds to Further Extend Leadership Position in MASH

Exhibit 99.1 Madrigal Pharmaceuticals Secures $500 Million in Senior Secured Credit from Blue Owl Managed Funds to Further Extend Leadership Position in MASH •Proceeds to primarily support MASH pipeline expansion and to refinance existing senior credit facility •$350 million initial term loan funded at close and up to an additional $150 million available through 2027 •Agreement also provides for t

July 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 MADRIGAL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commi

June 20, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 MADRIGAL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commi

June 20, 2025 S-8

As filed with the Securities and Exchange Commission on June 20, 2025

As filed with the Securities and Exchange Commission on June 20, 2025 Registration No.

June 20, 2025 EX-99.5

Form of Performance-Based Restricted Stock Unit Award Agreement

Exhibit 99.5 MADRIGAL PHARMACEUTICALS, INC. 2025 INDUCEMENT STOCK PLAN FORM OF market Stock Unit Award Grant Notice 1. Name of Participant: [●] 2. Grant Date of the MSUs (the “Grant Date”): [●] 3. Target Number of MSUs: [●] 4. Maximum Number of MSUs: [●] 5. Performance Period: The period commencing on [] and ending on [] (subject to Section 5 of the Market Stock Unit Agreement (the “Performance Pe

June 20, 2025 EX-FILING FEES

Filing Fee table

Calculation of Filing Fee Tables S-8 MADRIGAL PHARMACEUTICALS, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.0001 par value per share Other 100,000 $ 280.85 $ 28,085,000.00 0.0001531 $ 4,299.81

June 20, 2025 EX-99.1

2025 Inducement Plan

Exhibit 99.1 MADRIGAL PHARMACEUTICALS, INC. 2025 INDUCEMENT STOCK PLAN 1.        DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Madrigal Pharmaceuticals, Inc. 2025 Inducement Stock Plan, have the following meanings: “Administrator” means the Board of Directors, unless it has delegated power to act on its behalf to the Committe

June 20, 2025 EX-99.2

Form of Non-Qualified Stock Option Agreement

Exhibit 99.2 MADRIGAL PHARMACEUTICALS, INC. 2025 INDUCEMENT STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT GRANT NOTICE 1. Name of Participant: 2. Grant Date of the Option (the “Grant Date”): 3. Number of Shares of Common Stock Covered by the Option: 4. Purchase Price Per Share of Common Stock: 5. Vesting Commencement Date: 6. Vesting of Award: Subject to the Participant’s continuous employment o

June 20, 2025 EX-99.3

Form of Restricted Stock Unit Award Agreement (Non-Section 16 Officers)

Exhibit 99.3 Non-Section 16 Officer Form MADRIGAL PHARMACEUTICALS, INC. 2025 INDUCEMENT STOCK PLAN RESTRICTED Stock Unit Award Grant Notice 1. Name of Participant: 2. Grant Date of the RSUs (the “Grant Date”): 3. Number of RSUs: 4. Vesting of Award: Subject to the Participant’s continuous employment or other service relationship with or to the Company or any of its Affiliates as an employee, direc

June 20, 2025 EX-99.4

Form of Restricted Stock Unit Award Agreement (Section 16 Officers)

Exhibit 99.4 Section 16 Officer Form MADRIGAL PHARMACEUTICALS, INC. 2025 INDUCEMENT STOCK PLAN RESTRICTED Stock Unit Award Grant Notice 1. Name of Participant: 2. Grant Date of the RSUs (the “Grant Date”): 3. Number of RSUs: 4. Vesting of Award: Subject to the Participant’s continuous employment or other service relationship with or to the Company or any of its Affiliates as an employee, director,

May 1, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commiss

May 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission fi

May 1, 2025 EX-99.1

Madrigal Pharmaceuticals Reports First-Quarter 2025 Financial Results and Provides Corporate Updates

Exhibit 99.1 Madrigal Pharmaceuticals Reports First-Quarter 2025 Financial Results and Provides Corporate Updates •First-quarter 2025 Rezdiffra™ (resmetirom) net sales of $137.3 million •As of March 31, 2025, more than 17,000 patients on Rezdiffra •Two-year compensated MASH cirrhosis (F4c) data from MAESTRO-NAFLD-1 trial selected as oral late-breaker at EASL Congress (May 7-10) •Appointed David So

April 29, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

April 29, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x        Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨

April 17, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2025 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Comm

March 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2025 MADRIGAL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2025 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commi

March 11, 2025 EX-99.1

Madrigal Appoints Jacqualyn A. Fouse, Ph.D. to Its Board of Directors

Exhibit 99.1 Madrigal Appoints Jacqualyn A. Fouse, Ph.D. to Its Board of Directors • Fred Craves, Ph.D. to retire from Madrigal’s Board of Directors in July 2025 CONSHOHOCKEN, Pa., Mar. 11, 2025 – Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL), a biopharmaceutical company focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (MASH), today announced it has appo

February 26, 2025 EX-19.1

nsider Trading Policy.

DOCUMENT TITLE: Insider Trading Policy Exhibit 19.1 I.Purpose of Policy The purchase or sale of securities while possessing material nonpublic (“inside”) information or the disclosure of inside information (“tipping”) to others who may trade in such securities is sometimes referred to as “insider trading”. Illegal insider trading occurs when a person buys or sells a security when in possession of

February 26, 2025 EX-10.29

ourth Amendment to Office Lease.

Exhibit 10.29 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE (this "Amendment") is made and entered into as of May 30, 2023, by and between BARR HARBOR DRIVE, LLC, a Pennsylvania limited liability company ("Landlord"), successor in interest to Four Tower Bridge Associates, and MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"). A.Landlord and Tenant are parties to a Lease

February 26, 2025 EX-99.1

Madrigal Pharmaceuticals Reports Fourth-Quarter and Full-Year 2024 Financial Results and Announces New Two-Year Data Demonstrating Potential Benefit of Rezdiffra™ (resmetirom) in Patients with Compensated MASH Cirrhosis

Exhibit 99.1 Madrigal Pharmaceuticals Reports Fourth-Quarter and Full-Year 2024 Financial Results and Announces New Two-Year Data Demonstrating Potential Benefit of Rezdiffra™ (resmetirom) in Patients with Compensated MASH Cirrhosis • Fourth-quarter and full-year 2024 Rezdiffra net sales of $103.3 million and $180.1 million, respectively • As of year-end 2024, more than 11,800 patients on Rezdiffr

February 26, 2025 EX-10.25

ect to corporate headquarters facility located in West Conshohocken

Exhibit 10.25 LEASE This lease (“LEASE”) is entered into as of 1/10/2019 between Four Tower Bridge Associates, a Pennsylvania limited partnership (“LANDLORD”), and Madrigal Pharmaceuticals, Inc., a Delaware corporation (“TENANT”). In consideration of the mutual covenants stated below, and intending to be legally bound, Landlord and Tenant covenant and agree as follows: 1.KEY DEFINED TERMS. (a)"Aba

February 26, 2025 EX-10.32

Amendment to Office Lease

Exhibit 10.32 Tenant: Madrigal Pharmaceuticals, Inc. SEVENTH AMENDMENT TO LEASE This Seventh Amendment to Lease ("Amendment") is made and entered into as of this 2nd day of May 2024, by and between BARR HARBOR DRIVE, LLC, a Pennsylvania limited liability company ("Landlord") and MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"). A.Landlord and Tenant are parties to that certain Lea

February 26, 2025 EX-10.34

inth Amendment to Office Lease.

Exhibit 10.34 Tenant: Madrigal Pharmaceuticals, Inc. NINTH AMENDMENT TO LEASE This Ninth Amendment to Lease (“Amendment”) is made and entered into as of the 15 day of October 2024, by and between BARR HARBOR DRIVE, LLC, a Pennsylvania limited liability company (“Landlord”) and MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). A.Landlord and Tenant are parties to that certain Lease

February 26, 2025 EX-10.26

Amendment to Office Lease.

Exhibit 10.26 Tenant: Madrigal Pharmaceuticals, Inc. Premises: Four Tower Bridge, Suite 200 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO. LEASE ("Amendment") is made and entered into as of 7/17/2020 , by and between FOUR TOWER BRIDGE ASSOCIATES, a Pennsylvania limited partnership ("Landlord"), and MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"). A.• Landlord and Tenant are pa

February 26, 2025 EX-10.27

econd Amendment to O

Exhibit 10.27 Tenant: Madrigal Pharmaceuticals, Inc. Premises: Four Tower Bridge, Suite 200 & Suite 250 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE ("Amendment") is made and entered into as of 5/3/2021 by and between FOUR TOWER BRIDGE ASSOCIATES, a Pennsylvania limited partnership ("Landlord"), and MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"). A.Landlord and Tenan

February 26, 2025 EX-10.31

Sixth Amendment to Office Lease.

!;:· Exhibit 10.31 Tenant: Madrigal Pharmaceuticals, Inc. SIXTH AMENDMENT TO LEASE This Sixth Amendment to Lease ("Amendment") is made and entered into as of the 16th day of April 2024, by and between BARR HARBOR DRNE, LLC, a Pennsylvania limited liability company ("Landlord") and MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"). A.Landlord and Tenant are parties to that certain L

February 26, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33

February 26, 2025 EX-10.35

Commercial Supply Agreement, dated as of August 21, 2023, by and between Gregory Pharmaceutical Holdings, In

Exhibit 10.35 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Execution Copy COMMERCIAL SUPPLY AGREEMENT This Commercial Supply Agreement (this “Agreement”) is made effective as of August 21, 2023 (the “Effective Date”) by and between Madrigal Pharmaceuticals, Inc. a Del

February 26, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 MADRIGAL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (C

February 26, 2025 EX-10.30

ifth Amendment to Office Lease.

Exhibit 10.30 Tenant: Madrigal Pharmaceuticals, Inc. Premises: Four Tower Bridge Suites 100, 200, 250 and 255 FIFTH AMENDMENT TO LEASE This Fifth Amendment to Lease (“Amendment”) is made and entered into as of the 31st day of August 2023, by and between BARR HARBOR DRIVE, LLC, a Pennsylvania limited liability company (“Landlord”), successor in interest to Four Tower Bridge Associates, and MADRIGAL

February 26, 2025 EX-10.28

hird Amendment to Office Lease.

Exhibit 10.28 Tenant: Madrigal Pharmaceuticals, Inc. Premises: Four Tower Bridge, Suites 200, 250 & Suites 100 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of March 8 , 2022, by and between FOUR TOWER BRIDGE ASSOCIATES, a Pennsylvania limited partnership (“Landlord”), and MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). A.L

February 26, 2025 EX-10.33

h Amendment to Office Lease.

Exhibit 10.33 Tenant: Madrigal Pharmaceuticals, Inc. EIGHTH AMENDMENT TO LEASE This Eighth Amendment to Lease (“Amendment”) is made and entered into as of the day of August 2024, by and between BARR HARBOR DRIVE, LLC, a Pennsylvania limited liability company (“Landlord”) and MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). A.Landlord and Tenant are parties to that certain Lease d

February 26, 2025 EX-21.1

List of Subsidiaries.

Exhibit 21.1 Subsidiaries Set forth below is a list of subsidiaries of the Registrant as of December 31, 2024 Name Jurisdiction of Incorporation Madrigal Pharmaceuticals BV Netherlands Madrigal Pharmaceuticals GmbH Switzerland Madrigal Pharmaceuticals EU Ltd. Ireland Synta Limited United Kingdom Madrigal Pharmaceuticals GmbH Germany Canticle Pharmaceuticals, Inc. Delaware

February 26, 2025 EX-10.36

Resmetirom Commercial Supply Agreement, dated as of December 23, 2024, by and between Evo

Exhibit 10.36 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Execution Copy RESMETIROM COMMERCIAL SUPPLY AGREEMENT RECITALS 1 Article 1 DEFINITIONS. 1 Article 2 TERM AND RENEWAL. 2 Article 3 SUPPLY OF PRODUCT. 3 Article 4 PRODUCT PRICE. 14 Article 5 QUALITY & REGULATORY

January 13, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Co

January 13, 2025 EX-99.1

Madrigal Pharmaceuticals Announces Preliminary* Fourth-Quarter and Full-Year 2024 Net Sales, Year-End Cash and Total Patients on Rezdiffra

Exhibit 99.1 Madrigal Pharmaceuticals Announces Preliminary* Fourth-Quarter and Full-Year 2024 Net Sales, Year-End Cash and Total Patients on Rezdiffra • Preliminary fourth-quarter and full-year 2024 Rezdiffra™ (resmetirom) net sales ranges of $100 million to $103 million and $177 million to $180 million, respectively • Preliminary year-end 2024 cash, cash equivalents, restricted cash and marketab

November 14, 2024 SC 13G

MDGL / Madrigal Pharmaceuticals, Inc. / RTW INVESTMENTS, LP Passive Investment

SC 13G 1 p24-3253sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 558868105 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate

November 14, 2024 EX-99

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 p24-3253exhibit99.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without t

November 14, 2024 SC 13G/A

MDGL / Madrigal Pharmaceuticals, Inc. / PAULSON & CO. INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 558868105 (CUSIP

October 31, 2024 EX-FILING FEES

Filing Fee table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Madrigal Pharmaceuticals, Inc.

October 31, 2024 EX-10.1

ment, dated January 3, 2024, by and between Madrigal

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428 January 3, 2024 Shannon Kelley [*personally identifiable information*] Dear Shannon: I am pleased to offer you the position of Chie

October 31, 2024 S-8

As filed with the Securities and Exchange Commission on October 31, 2024

S-8 As filed with the Securities and Exchange Commission on October 31, 2024 Registration No.

October 31, 2024 EX-10.2

he Second Amendment to Loan and Security Agreement, dated August 22, 2024, by and among Madrigal Pharmaceuticals, Inc., Canticle Pharmaceuticals, Inc., the several banks and other financial institutions or entities from time to time party thereto and Hercules Capital, Inc.

formxex102herculesamendm Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Execution Version SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of August 22, 2024 and is entered i

October 31, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 MADRIGAL PHARMAC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Co

October 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commissio

October 31, 2024 EX-99.1

Madrigal Pharmaceuticals Reports Third-Quarter 2024 Financial Results and Provides Corporate Updates

EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Reports Third-Quarter 2024 Financial Results and Provides Corporate Updates • Third-quarter 2024 net sales of $62.2 million • Rezdiffra™ (resmetirom) coverage goal achieved early, with more than 80 percent of commercial lives covered; less than 5 percent of Rezdiffra-covered lives require biopsy • Completed enrollment of clinical outcomes study of Rezd

August 7, 2024 EX-99.1

Madrigal Pharmaceuticals Reports Second-Quarter 2024 Financial Results and Provides Corporate Updates

EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Reports Second-Quarter 2024 Financial Results and Provides Corporate Updates • Second-quarter 2024 net sales of $14.6 million • Rezdiffra™ (resmetirom) coverage in place for more than 50 percent of commercial lives; less than 5 percent of Rezdiffra-covered lives require biopsy • Expert guidelines recommend Rezdiffra as first-line therapy for patients w

August 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 MADRIGAL PHARMACEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Comm

August 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission fil

June 27, 2024 EX-10.1

Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan, as amended and restated as of June 25, 2024.

Exhibit 10.1 MADRIGAL PHARMACEUTICALS, INC. AMENDED 2015 STOCK PLAN Originally Effective June 11, 2015 Amended and Restated Effective June 29, 2017 Amended and Restated Effective June 27, 2019 Amended and Restated Effective June 17, 2021 Amended and Restated Effective June 25, 2024 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in

June 27, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 MADRIGAL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commi

May 7, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) Madrigal Pharmaceuticals, Inc.

May 7, 2024 424B5

$300,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279168 PROSPECTUS SUPPLEMENT (To Prospectus dated May 7, 2024) $300,000,000 Common Stock We have entered into a sales agreement, or Sales Agreement, with TD Securities (USA) LLC, or TD Cowen, dated May 7, 2024, relating to the sale of shares of our common stock, par value $0.0001 per share, offered by this prospectus supplemen

May 7, 2024 EX-10.3

Supplemental Compensation Recovery Policy.

Exhibit 10.3 SUPPLEMENTAL COMPENSATION RECOVERY POLICY Madrigal Pharmaceuticals, Inc. Supplemental Compensation Recovery Policy Adopted by the Board of Directors (“Board”) of Madrigal Pharmaceuticals, Inc. (the “Company”) on April 26, 2024 The Board and Compensation Committee (the “Committee”) of the Board of Directors of the Company is adopting this Supplemental Compensation Recovery Policy (this

May 7, 2024 EX-1.1

ales Agreement, dated May 7, 2024, by and between Mad

Exhibit 1.1 MADRIGAL PHARMACEUTICALS, INC. $300,000,000 COMMON STOCK SALES AGREEMENT May 7, 2024 TD Securities (USA) LLC (dba TD Cowen) 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: Madrigal Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees t

May 7, 2024 EX-10.2

Letter Agreement (including agreements attached as exhibits thereto), dated February 25, 2024, by and between Madrigal Pharmaceuticals, Inc. and Mardi Dier*†

Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428 February 25, 2024 Mardi Dier [*personally identifiable information*] Dear Mardi: I am pleased to offer you employment with Madrigal

May 7, 2024 EX-4.6

Form of Indenture.

Exhibit 4.6 INDENTURE DATED AS OF     , 20 BETWEEN MADRIGAL PHARMACEUTICALS, INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in Series TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions. 1 Section 1.02 Compliance Certificates and Opinions. 6 Section 1.03 Form of Documents Delivered to Trustee. 6 Section 1.04

May 7, 2024 EX-4.1

Specimen Common Stock Certificate.

Exhibit 4.1 COMMON STOCK COMMON STOCK PO PAR VALUE $0.0001 MR ADD ADD ADD ADD 432 1 A BOX DESIGNATION SAMPLE Certificate Shares 43004, * * 000000 ****************** (IF Number * * * 000000 ***************** ANY) ZQ00000000 **** 000000 **************** Providence, MADRIGAL PHARMACEUTICALS, INC. ***** 000000 *************** RI ****** 000000 ************** INCORPORATED UNDER THE LAWS OF THE STATE OF

May 7, 2024 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Madrigal Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forw

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Madrigal Pharmaceuticals, Inc.

May 7, 2024 EX-10.1

Letter Agreement (including agreements attached as exhibits thereto), dated November 5, 2023, by and between Madrigal Pharmaceuticals, Inc. and Carole Huntsman*†

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428 November 6, 2023 Carole Huntsman [*personally identifiable information*] Dear Carole: I am pleased to offer you the position of Chi

May 7, 2024 EX-99.1

Madrigal Pharmaceuticals Reports First-Quarter 2024 Financial Results and Provides Corporate Updates

Exhibit 99.1 Madrigal Pharmaceuticals Reports First-Quarter 2024 Financial Results and Provides Corporate Updates • On March 14, 2024, received U.S. FDA approval of Rezdiffra™ (resmetirom) for the treatment of patients with noncirrhotic nonalcoholic steatohepatitis (NASH) with moderate to advanced liver fibrosis • In April 2024, product shipped and first patients received Rezdiffra, the first and

May 7, 2024 S-3ASR

As filed with the Securities and Exchange Commission on May 7, 2024

Table of Contents As filed with the Securities and Exchange Commission on May 7, 2024 Registration No.

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission fi

May 7, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commiss

May 7, 2024 424B3

7,045,385 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279168 PROSPECTUS SUPPLEMENT (To Prospectus dated May 7, 2024) 7,045,385 Shares of Common Stock This prospectus supplement relates to the possible resale, from time to time, by the selling stockholder named in this prospectus supplement of up to an aggregate of 7,045,385 shares of our common stock, which includes 1,969,797 sha

May 7, 2024 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commiss

May 7, 2024 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Madrigal Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forw

Exhibit 107 Calculation of Filing Fee Tables 424(b)(3) (Form Type) Madrigal Pharmaceuticals, Inc.

April 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒        Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Ru

April 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒        Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

April 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 MADRIGAL PHARMACEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Comm

March 25, 2024 SC 13D/A

MDGL / Madrigal Pharmaceuticals, Inc. / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

March 20, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Comm

March 20, 2024 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Madrigal Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Madrigal Pharmaceuticals, Inc.

March 20, 2024 424B5

750,000 Shares of Common Stock Pre-Funded Warrants to Purchase 1,557,692 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-256666 PROSPECTUS SUPPLEMENT (to Prospectus dated June 1, 2021) 750,000 Shares of Common Stock Pre-Funded Warrants to Purchase 1,557,692 Shares of Common Stock We are offering 750,000 shares of our common stock and, to certain investors, pre-funded warrants to purchase 1,557,692 shares of our common stock pursuant to this pros

March 20, 2024 EX-1.1

Underwriting Agreement, dated March 18, 2024.

Exhibit 1.1 Execution Version MADRIGAL PHARMACEUTICALS, INC. 750,000 Shares of Common Stock, par value $0.0001 per share Pre-Funded Warrants to Purchase 1,557,692 Shares of Common Stock Underwriting Agreement March 18, 2024 Goldman Sachs & Co. LLC Jefferies LLC Cowen and Company, LLC Evercore Group L.L.C. Piper Sandler & Co. As representatives (the “Representatives”) of the several Underwriters na

March 18, 2024 424B5

SUBJECT TO COMPLETION, DATED MARCH 18, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-256666 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective by rule of the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these

March 15, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Comm

March 15, 2024 EX-99.1

Madrigal Pharmaceuticals Announces FDA Approval of Rezdiffra™ (resmetirom) for the Treatment of Patients with Noncirrhotic Nonalcoholic Steatohepatitis (NASH) with Moderate to Advanced Liver Fibrosis

Exhibit 99.1 Madrigal Pharmaceuticals Announces FDA Approval of Rezdiffra™ (resmetirom) for the Treatment of Patients with Noncirrhotic Nonalcoholic Steatohepatitis (NASH) with Moderate to Advanced Liver Fibrosis • Rezdiffra becomes the first and only medication approved by the FDA for the treatment of NASH (also known as “MASH”) • Accelerated approval was based on Phase 3 data demonstrating that

March 15, 2024 EX-99.2

Rezdiffr (resmetirom) FDA Approval Conference Call March 2024 NASDAQ: MDGL © 2024 Madrigal Pharmaceuticals. All rights reserved.

Exhibit 99.2 Rezdiffr (resmetirom) FDA Approval Conference Call March 2024 NASDAQ: MDGL © 2024 Madrigal Pharmaceuticals. All rights reserved. Forward Looking Statements This presentation includes “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that are based on Madrigal’s beliefs and assumptions and on information cu

February 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 MADRIGAL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (C

February 28, 2024 EX-10.20

Form of Indemnification Agreement between the Registrant and certain directors and executive officers.

Exhibit 10.20 FORM OF MADRIGAL INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of , 2024 by and between Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS,

February 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 MADRIGAL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (C

February 28, 2024 EX-97.1

Incentive Compensation Recovery Policy

Exhibit 97.1 Madrigal Pharmaceuticals, Inc. Incentive Compensation Recovery Policy Adopted by the Board of Directors (“Board”) and Compensation Committee of the Board of Madrigal Pharmaceuticals, Inc. (the “Company”) on November 30, 2023 and November 29, 2023, respectively The Board and Compensation Committee (the “Committee”) of the Board of Directors of the Company is adopting this Incentive Com

February 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33

February 28, 2024 EX-99.1

Madrigal Pharmaceuticals Provides Corporate Updates and Reports Fourth Quarter and Full Year 2023 Financial Results

Exhibit 99.1 Madrigal Pharmaceuticals Provides Corporate Updates and Reports Fourth Quarter and Full Year 2023 Financial Results • Announced appointment of Mardi C. Dier as Chief Financial Officer • Anticipates resmetirom to become the first medicine approved for NASH; PDUFA date March 14, 2024 • Reports year-end 2023 cash, cash equivalents and marketable securities of $634 million CONSHOHOCKEN, P

February 14, 2024 SC 13G/A

MDGL / Madrigal Pharmaceuticals, Inc. / Avoro Capital Advisors LLC - MADRIGAL PHARMACEUTICALS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 558868105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rul

February 14, 2024 SC 13G/A

MDGL / Madrigal Pharmaceuticals, Inc. / PAULSON & CO. INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 558868105 (CUSIP

February 14, 2024 SC 13G/A

MDGL / Madrigal Pharmaceuticals, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2024 SC 13G/A

MDGL / Madrigal Pharmaceuticals, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01387-madrigalpharmaceutic.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Madrigal Pharmaceuticals Inc Title of Class of Securities: Common Stock CUSIP Number: 558868105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate b

January 17, 2024 CORRESP

* * *

January 17, 2024 VIA EDGAR Division of Corporate Finance Office of Life Sciences U.

January 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 MADRIGAL PHARMACE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Com

January 8, 2024 EX-99.1

Forward Looking Statements Madrigal Pharmaceuticals This presentation includes “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that are based on Madrigal’s beliefs and

Corporate Presentation January 2024 Resmetirom is an investigational therapy and has not been approved by the FDA (or any other regulatory authority).

December 14, 2023 CORRESP

* * *

December 14, 2023 VIA EDGAR Division of Corporate Finance Office of Life Sciences U.

December 13, 2023 SC 13D/A

MDGL / Madrigal Pharmaceuticals Inc / BAY CITY CAPITAL LLC - SC 13D/A Activist Investment

SC 13D/A 1 d510843dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 558868105 (CUSIP Number) Susan Vuong Chief Financial Officer Bay City Capital LLC 1000 4th Str

December 8, 2023 CORRESP

December 8, 2023

December 8, 2023 VIA EDGAR Mr. Gary Newberry Mr. Kevin Kuhar Division of Corporate Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Madrigal Pharmaceuticals, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 File No. 001-33277 Dear Messrs. Newberry and Kuhar: Madrigal Pharmaceuticals, Inc. (the “Company”) received a comm

November 21, 2023 SC 13D/A

MDGL / Madrigal Pharmaceuticals Inc / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

SC 13D/A 1 tm2331311d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 558868105 (CUSIP number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP

November 13, 2023 SC 13G

MDGL / Madrigal Pharmaceuticals Inc / PAULSON & CO. INC. Passive Investment

SC 13G 1 madrigal13g-11132023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class

November 6, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commissio

November 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 MADRIGAL PHARMAC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Co

November 6, 2023 EX-99.1

Madrigal Pharmaceuticals Provides Corporate Updates and Reports Third Quarter 2023 Financial Results

Exhibit 99.1 Madrigal Pharmaceuticals Provides Corporate Updates and Reports Third Quarter 2023 Financial Results • Priority Review of resmetirom new drug application underway in the U.S. • Bill Sibold appointed Chief Executive Officer of Madrigal in September 2023 • $500 million financing provides Madrigal with funds to support a potential first-to-market launch of resmetirom in the U.S. • Multip

October 5, 2023 SC 13D/A

MDGL / Madrigal Pharmaceuticals Inc / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

October 5, 2023 EX-99.2

Form of Director Lock-Up Agreement.

EX-99.2 2 tm2327862d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 SCHEDULE B Madrigal Pharmaceuticals, Inc. Lock-Up Agreement September 28, 2023 Goldman Sachs & Co.LLC 200 West Street New York, NY 10282-2198 Re: Madrigal Pharmaceuticals, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representative of the Underwriters (as defined below) (the “Representative”), prop

October 2, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (

October 2, 2023 424B5

1,248,098 Shares of Common Stock Pre-Funded Warrants to Purchase 2,048,098 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-256666 PROSPECTUS SUPPLEMENT (to Prospectus dated June 1, 2021) 1,248,098 Shares of Common Stock Pre-Funded Warrants to Purchase 2,048,098 Shares of Common Stock We are offering 1,248,098 shares of our common stock, and, to certain investors, pre-funded warrants to purchase 2,048,098 shares of our common stock pursuant to this

October 2, 2023 EX-4.1

Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 2, 2023

Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK   Number of Shares: [  ] (subject to adjustment) Warrant No. Original Issue Date: [ ], 2023 MADRIGAL PHARMACEUTICALS, INC. Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its register

October 2, 2023 EX-1.1

Underwriting Agreement, dated September 28, 2023.

Exhibit 1.1 Execution Version MADRIGAL PHARMACEUTICALS, INC. 1,248,098 Shares of Common Stock, par value $0.0001 per share Pre-Funded Warrants to Purchase 2,048,098 Shares of Common Stock Underwriting Agreement September 28, 2023 Goldman Sachs & Co. LLC As representative (the “Representative”) of the several Underwriters named in Schedule I hereto, 200 West Street, New York, New York 10282-2198 La

October 2, 2023 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Madrigal Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Madrigal Pharmaceuticals, Inc.

September 28, 2023 424B5

SUBJECT TO COMPLETION, DATED September 28, 2023

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-256666 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective by rule of the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell

September 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 MADRIGAL PHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (

September 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 MADRIGAL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (C

September 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 MADRIGAL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33277 04-13508648 (State or other jurisdiction of incorporation or

September 13, 2023 EX-10.1

Letter Agreement (including agreements attached as exhibits thereto), dated as of September 7, 2023, by and between Madrigal Pharmaceuticals, Inc. and William Sibold*

Exhibit 10.1 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Four Tower Bridge 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 September 7, 2023 William Sibold [*personally identifiable information*] Dear William: On behalf of Madrigal Phar

September 13, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (

September 13, 2023 EX-99.1

Madrigal Pharmaceuticals Announces NDA Acceptance and Priority Review of the New Drug Application for Resmetirom for the Treatment of NASH with Liver Fibrosis

Exhibit 99.1 Madrigal Pharmaceuticals Announces NDA Acceptance and Priority Review of the New Drug Application for Resmetirom for the Treatment of NASH with Liver Fibrosis CONSHOHOCKEN, PA, September 13, 2023 – Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL), a clinical-stage biopharmaceutical company pursuing novel therapeutics for nonalcoholic steatohepatitis (NASH), today announced that the U.S. F

September 11, 2023 EX-99.1

2023 Inducement Plan

EX-99.1 Exhibit 99.1 MADRIGAL PHARMACEUTICALS, INC. 2023 INDUCEMENT PLAN Effective September 8, 2023 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Madrigal Pharmaceuticals, Inc. 2023 Inducement Plan, have the following meanings: “Administrator” means the Board of Directors, unless it has delegated power to act on its behal

September 11, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) Madrigal Pharmaceuticals, Inc.

September 11, 2023 EX-99.2

Form of Stock Option Agreement under 2023 Inducement Plan

EX-99.2 Exhibit 99.2 NON-QUALIFIED STOCK OPTION AGREEMENT SHARES OF COMMON STOCK, $.0001 PAR VALUE PER SHARE MADRIGAL PHARMACEUTICALS, INC. , 20 As of , 20 (the “Grant Date”), Madrigal Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, grants to (the “Participant”) the right and option (the “Option”) to purchase up to shares of the Common Stock, $.0001 par value per share, of the Compa

September 11, 2023 S-8

As filed with the Securities and Exchange Commission on September 11, 2023

S-8 As filed with the Securities and Exchange Commission on September 11, 2023 Registration No.

September 11, 2023 EX-99.3

Form of Restricted Stock Unit Agreement under 2023 Inducement Plan

EX-99.3 Exhibit 99.3 MADRIGAL PHARMACEUTICALS, INC. 2023 INDUCEMENT PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE 1. Name of Participant: 2. Grant Date of the RSUs (the “Grant Date”): 3. Number of RSUs: 4. Vesting of Award: Subject to the Participant’s continuous employment or other service relationship with or to the Company or any of its Affiliates as an Employee, director, and/or Consultant fro

August 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33277 MADRIGAL P

August 8, 2023 424B3

3,914,910 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-256666 PROSPECTUS SUPPLEMENT (To Prospectus dated June 1, 2021) 3,914,910 Shares of Common Stock This prospectus supplement relates to the possible resale, from time to time, by the selling stockholder named in this prospectus supplement of up to an aggregate of 3,914,910 shares of our common stock, which includes 1,969,

August 8, 2023 EX-10.2

Registration Rights Agreement, dated August 7, 2023, by and among Madrigal Pharmaceuticals, Inc., 667, L.P. and Baker Brothers Life Sciences, L.P.

EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made as of August 7, 2023 by and between Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in

August 8, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Comm

August 8, 2023 EX-10.3

Form of RSU Agreement for Directors under Amended 2015 Stock Plan

EX-10.3 Exhibit 10.3 MADRIGAL PHARMACEUTICALS, INC. AMENDED 2015 STOCK PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE 1. Name of Participant: 2. Grant Date of the RSUs (the “Grant Date”): 3. Number of RSUs: 4. Vesting of Award: Subject to the Participant’s continuous employment or other service relationship with or to the Company or any of its Affiliates as an Employee, director, and/or Consultant

August 8, 2023 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Madrigal Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forw

Exhibit 107 Calculation of Filing Fee Tables 424(b)(3) (Form Type) Madrigal Pharmaceuticals, Inc.

August 8, 2023 EX-10.4

Form of RSU Agreement for Executive Officers (2023) under Amended 2015 Stock Plan

EX-10.4 Exhibit 10.4 Section 16 Officer Form MADRIGAL PHARMACEUTICALS, INC. AMENDED 2015 STOCK PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE 1. Name of Participant: 2. Grant Date of the RSUs (the “Grant Date”): 3. Number of RSUs: 4. Vesting of Award: Subject to the Participant’s continuous employment or other service relationship with or to the Company or any of its Affiliates as an Employee, dire

August 8, 2023 EX-99.1

Madrigal Pharmaceuticals Provides Corporate Updates and Reports Second Quarter 2023 Financial Results

EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Provides Corporate Updates and Reports Second Quarter 2023 Financial Results • Resmetirom new drug application (NDA) submitted to the U.S. Food and Drug Administration • NASH disease education and market development activities expand to support potential first-to-market launch in the U.S. CONSHOHOCKEN, PA, August 8, 2023 – Madrigal Pharmaceuticals, Inc

August 8, 2023 SC 13D/A

MDGL / Madrigal Pharmaceuticals Inc / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

August 8, 2023 EX-10.5

Form of RSU Agreement for Employees under Amended 2015 Stock Plan

EX-10.5 Exhibit 10.5 Non-Section 16 Officer Form MADRIGAL PHARMACEUTICALS, INC. AMENDED 2015 STOCK PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE 1. Name of Participant: 2. Grant Date of the RSUs (the “Grant Date”): 3. Number of RSUs: 4. ting of Award: Subject to the Participant’s continuous employment or other service relationship with or to the Company or any of its Affiliates as an Employee, dir

July 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 MADRIGAL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commi

July 17, 2023 EX-99.1

Madrigal Pharmaceuticals Completes Submission of New Drug Application Seeking Accelerated Approval of Resmetirom for the Treatment of NASH with Liver Fibrosis

EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Completes Submission of New Drug Application Seeking Accelerated Approval of Resmetirom for the Treatment of NASH with Liver Fibrosis CONSHOHOCKEN, PA, July 17, 2023 – Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL), a clinical-stage biopharmaceutical company pursuing novel therapeutics for nonalcoholic steatohepatitis (NASH), announced the completion of

June 30, 2023 EX-99.1

Madrigal Pharmaceuticals Announces Rolling Submission of New Drug Application to U.S. FDA Seeking Accelerated Approval of Resmetirom for the Treatment of NASH with Liver Fibrosis

EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Announces Rolling Submission of New Drug Application to U.S. FDA Seeking Accelerated Approval of Resmetirom for the Treatment of NASH with Liver Fibrosis • Madrigal expects to complete full submission of the New Drug Application in July 2023 CONSHOHOCKEN, PA, June 30, 2023 – Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL), a clinical-stage biopharmaceutic

June 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 MADRIGAL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commi

June 20, 2023 EX-3.1

Certificate of Amendment to Restated Certificate of Incorporation of Madrigal Pharmaceuticals, Inc., as filed on June 16, 2023 with the Secretary of State of the State of Delaware

EX-3.1 EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION MADRIGAL PHARMACEUTICALS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Madrigal Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify: 1. This Certificate of Amendment (the “Certificate

June 20, 2023 EX-99.1

Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.

Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Madrigal Pharmaceuticals, Inc. This Agreement may be executed in any nu

June 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 MADRIGAL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or another jurisdiction of incorporation) (Com

June 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 MADRIGAL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commi

June 20, 2023 SC 13D

MDGL / Madrigal Pharmaceuticals Inc / BAKER BROS. ADVISORS LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

May 9, 2023 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Madrigal Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forw

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Madrigal Pharmaceuticals, Inc.

May 9, 2023 EX-99.1

Madrigal Pharmaceuticals Provides Corporate Updates and Reports First Quarter 2023 Financial Results

EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Provides Corporate Updates and Reports First Quarter 2023 Financial Results • Resmetirom new drug application (NDA) filing on track for Q2 2023 • Resmetirom has received Breakthrough Therapy designation from FDA • Multiple resmetirom abstracts accepted for presentation at EASL, including primary results and additional data from the Phase 3 MAESTRO-NASH

May 9, 2023 EX-1.1

Amendment No. 1 to Sales Agreement, dated May 9, 2023, by and between Madrigal Pharmaceuticals, Inc. and Cowen and Company, LLC.

EX-1.1 Exhibit 1.1 AMENDMENT NO. 1 TO SALES AGREEMENT May 9, 2023 Madrigal Pharmaceuticals, Inc. Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken, Pennsylvania 19428 Ladies and Gentlemen: Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), together with Cowen and Company, LLC (the “Agent”), are parties to that certain Sales Agreement dated June 1, 2021 (the

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33277 MADRIGAL

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 MADRIGAL PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commiss

May 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commiss

May 9, 2023 424B5

$200,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-256666 PROSPECTUS SUPPLEMENT (To Prospectus dated June 1, 2021) $200,000,000 Common Stock We have entered into an amendment dated May 9, 2023, to our Sales Agreement with Cowen and Company, LLC, or Cowen, dated June 1, 2021, or, as amended, the Sales Agreement, relating to the sale of shares of our common stock, par valu

May 1, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 1, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuan t to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuan t to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a

April 21, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuan t to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuan t to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a

March 3, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33277 MADRIGAL PHA

February 23, 2023 EX-4.3

Exhibit 4.3

EX-4.3 Exhibit 4.3 DESCRIPTION OF SECURITIES OF THE REGISTRANT The following is a summary of all material characteristics of our capital stock as set forth in our restated certificate of incorporation, our restated bylaws, our Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock and our Certificate of Designation of Preferences, Rights and Limit

February 23, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33277 MADRIGAL PHARM

February 23, 2023 EX-99.1

Madrigal Pharmaceuticals Provides Corporate Updates and Reports 2022 Fourth Quarter and Full Year Financial Results

EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Provides Corporate Updates and Reports 2022 Fourth Quarter and Full Year Financial Results • Positive Phase 3 MAESTRO-NASH study results reported in December 2022 position Madrigal for a resmetirom new drug application filing in the first half of 2023 • Madrigal reports year end cash, cash equivalents and marketable securities of $358.8M CONSHOHOCKEN,

February 23, 2023 EX-21.1

List of Subsidiaries.

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF MADRIGAL PHARMACEUTICALS, INC. Madrigal Pharmaceuticals EU Limited, an Ireland company Synta Limited Incorporated, a United Kingdom company Canticle Pharmaceuticals, Inc., a Delaware corporation

February 23, 2023 EX-10.12

Form of Restricted Stock Unit Agreement under Amended 2015 Stock Plan.

EX-10.12 Exhibit 10.12 MADRIGAL PHARMACEUTICALS, INC. AMENDED 2015 STOCK PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE 1. Name of Participant: 2. Grant Date of the RSUs (the “Grant Date”): 3. Number of RSUs: 4. Vesting of Award: Subject to the Participant’s continuous employment or other service relationship with or to the Company or any of its Affiliates as an Employee, director, and/or Consultan

February 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 MADRIGAL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (C

February 14, 2023 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / Deep Track Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2023 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2023 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / Avoro Capital Advisors LLC - MADRIGAL PHARMACEUTICALS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 558868105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rul

February 14, 2023 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

February 9, 2023 EX-10.1

Loan and Security Agreement, dated May 9, 2022, as amended by the First Amendment to Loan and Security Agreement, dated February 3, 2023, by and among the Registrant, Canticle Pharmaceuticals, Inc., the several banks and other financial institutions or entities from time to time party thereto and Hercules Capital, Inc.

EX-10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Execution Version FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of February 3, 2023 and is entered into by and among M

February 9, 2023 EX-4.1

Form of Tranche 2 Warrant Agreement, dated February 3, 2023, by and among the Registrant and Hercules Capital, Inc. and affiliates.

EX-4.1 Exhibit 4.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDG

February 9, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Co

February 9, 2023 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Madrigal Pharmaceuticals Inc. Title of Class of Securities: Common Stock CUSIP Number: 558868105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule i

February 6, 2023 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* MADRIGAL PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 558868105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

January 10, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Com

December 23, 2022 424B5

400,000 Shares of Series B Convertible Preferred Stock 44,444 Shares of Common Stock Series B Convertible Preferred Stock Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-256666 PROSPECTUS SUPPLEMENT (to Prospectus dated June 1, 2021) 400,000 Shares of Series B Convertible Preferred Stock 44,444 Shares of Common Stock Series B Convertible Preferred Stock Common Stock We are offering 400,000 shares of our Series B convertible preferred stock, par value $0.0001 per share (the “Series B Conv

December 23, 2022 EX-10.2

Amendment No. 2, dated December 22, 2022, to Securities Purchase Agreement, dated June 20, 2017, by and among the Registrant and the investors listed on the signature pages thereto.

EX-10.2 Exhibit 10.2 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of December 22, 2022 by and among Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (the “BBA Investors”). RECITALS A. The Company and the B

December 23, 2022 EX-10.1

Securities Purchase Agreement, dated December 21, 2022, by and among the Registrant and the institutional investors listed on the signature pages thereto.

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 21st day of December, 2022, by and among Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”). In consideration of the mutual promises made her

December 23, 2022 EX-99.1

Madrigal Pharmaceuticals Announces $300+ Million in Financing Events to Advance Resmetirom Program

EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Announces $300+ Million in Financing Events to Advance Resmetirom Program • $259 Million in Equity Securities Sales and $50 Million in Additional Debt Financing Capacity • Madrigal intends to submit a new drug application for resmetirom in the first half of 2023 CONSHOHOCKEN, PA, December 21, 2022 – Madrigal Pharmaceuticals, Inc. (NASDAQ: MDGL) today a

December 23, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 MADRIGAL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (C

December 23, 2022 EX-3.1

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock

EX-3.1 2 d434336dex31.htm EX-3.1 Exhibit 3.1 MADRIGAL PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Paul A. Friedman, M.D., does hereby certify that: 1. He is the Chief Executive Officer of Madrigal Pharmaceuticals, Inc., a Delaware corp

December 23, 2022 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Madrigal Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Madrigal Pharmaceuticals, Inc.

December 19, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 MADRIGAL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (C

November 3, 2022 EX-99.1

Madrigal Pharmaceuticals Provides an Overview of Upcoming Resmetirom Data Presentations and Reports 2022 Third Quarter Financial Results

Exhibit 99.1 Madrigal Pharmaceuticals Provides an Overview of Upcoming Resmetirom Data Presentations and Reports 2022 Third Quarter Financial Results ? Two resmetirom oral abstracts to be presented at the AASLD Liver Meeting?: ? Phase 3 MAESTRO-NAFLD-1 data demonstrate the potential of resmetirom for the treatment of patients with compensated NASH cirrhosis ? Screening data from the Phase 3 MAESTR

November 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Co

August 4, 2022 EX-10.1

Loan and Security Agreement, dated May 9, 2022, by and among the Registrant, Canticle Pharmaceuticals, Inc., the several banks and other financial institutions or entities from time to time party thereto and Hercules Capital, Inc.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH ?[***]? BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION VERSION LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 9, 2022 and is entered into by and among MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation (?Madri

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Comm

August 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

August 4, 2022 EX-4.1

Form of Warrant Agreement, dated May 9, 2022, between the Registrant and Hercules Capital, Inc. and affiliates.

Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONA

August 4, 2022 EX-99.1

Madrigal Pharmaceuticals Provides Clinical and Business Updates and Reports 2022 Second Quarter Financial Results

Exhibit 99.1 Madrigal Pharmaceuticals Provides Clinical and Business Updates and Reports 2022 Second Quarter Financial Results ? Madrigal remains on track to announce topline data from the Phase 3 MAESTRO-NASH biopsy study in the fourth quarter CONSHOHOCKEN, PA, August 4, 2022 ? Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL), a clinical-stage biopharmaceutical company pursuing novel therapeutics for

June 17, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2022 (June 15, 2022) MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or another jurisdiction of inc

May 19, 2022 SC 13G

MDGL / Madrigal Pharmaceuticals Inc / Deep Track Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

May 9, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commiss

May 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

May 9, 2022 EX-99.1

Madrigal Pharmaceuticals Provides Clinical and Business Updates and Reports 2022 First Quarter Financial Results

Exhibit 99.1 Madrigal Pharmaceuticals Provides Clinical and Business Updates and Reports 2022 First Quarter Financial Results ? MAESTRO-NAFLD-1 late-breaker and three other Madrigal abstracts accepted for oral presentation at the EASL International Liver Congress? ? Data from the Phase 3 MAESTRO-NAFLD-1 study continue to reinforce the safety and efficacy profiles of resmetirom ? Madrigal remains o

May 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commiss

May 2, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

May 2, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

February 24, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33

February 24, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (C

February 24, 2022 EX-21.1

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF MADRIGAL PHARMACEUTICALS, INC. Madrigal Pharmaceuticals EU Limited, an Ireland company Synta Limited Incorporated, a United Kingdom company Canticle Pharmaceuticals, Inc., a Delaware corporation

February 24, 2022 EX-99.1

(Tables Follow) Madrigal Pharmaceuticals, Inc. Condensed Consolidated Statements of Operations (in thousands, except share and per share amounts) Three Months Ended December 31, Twelve Months Ended December 31, 2021 2020 2021 2020 Revenues: Total rev

Exhibit 99.1 Madrigal Pharmaceuticals Provides Business and Clinical Updates and Reports 2021 Fourth Quarter and Full Year Financial Results CONSHOHOCKEN, PA, February 24, 2022 ? Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL), a clinical-stage biopharmaceutical company pursuing novel therapeutics for non-alcoholic steatohepatitis (NASH), today provides a summary of corporate accomplishments and repo

February 15, 2022 SC 13G

MDGL / Madrigal Pharmaceuticals Inc / ARMISTICE CAPITAL, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 15, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Madrigal Pharmaceuticals, Inc. This Joint Filing

February 14, 2022 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / HealthCor Management, L.P. - SC 13G/A Passive Investment

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 3)* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 558868105 (CUSIP Number) December 31, 2021 (Date of Event Which Re

February 14, 2022 EX-99.1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT I JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

February 11, 2022 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / Avoro Capital Advisors LLC - MADRIGAL PHARMACEUTICALS, INC. Passive Investment

SC 13G/A 1 p22-0230sc13ga.htm MADRIGAL PHARMACEUTICALS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 558868105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of T

February 10, 2022 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01360-madrigalpharmaceutic.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Madrigal Pharmaceuticals Inc. Title of Class of Securities: Common Stock CUSIP Number: 558868105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate

February 4, 2022 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* MADRIGAL PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 558868105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

December 7, 2021 SC 13D/A

MDGL / Madrigal Pharmaceuticals Inc / BAY CITY CAPITAL LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 558868105 (CUSIP Number) Susan Vuong Chief Financial Officer Bay City Capital LLC 1000 4th Street, Suite 500 San Rafael, CA 94901 (41

November 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Co

November 4, 2021 EX-99.1

(Tables Follow)

Exhibit 99.1 Madrigal Pharmaceuticals Provides Corporate Update and Reports 2021 Third Quarter Financial Results Several abstracts with data from the open-label arm of the Phase 3 MAESTRO-NAFLD-1 study accepted for presentation at AASLD?s upcoming The Liver Meeting? 2021 CONSHOHOCKEN, PA, November 4th, 2021 ? Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL) today provides a summary of corporate accomp

November 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

August 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Comm

August 5, 2021 EX-99.1

(Tables Follow)

EX-99.1 2 d211192dex991.htm EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Reports 2021 Second Quarter Financial Results and Provides Corporate Update August 5, 2021 Conshohocken, PA., August 5, 2021 (GLOBE NEWSWIRE) — Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL) reports today its second quarter 2021 financial results and provides a summary of corporate accomplishments. Paul Friedman, M.D., Chief E

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33277 MADRIGAL P

July 9, 2021 SC 13G/A

MDGL / Madrigal Pharmaceuticals Inc / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 558868105 (CUSIP Number) June 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

June 29, 2021 S-8

As filed with the Securities and Exchange Commission on June 29, 2021

As filed with the Securities and Exchange Commission on June 29, 2021 Registration No.

June 21, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2021 (June 17, 2021) MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or another jurisdiction of inc

June 1, 2021 S-3ASR

As filed with the Securities and Exchange Commission on June 1, 2021

Table of Contents As filed with the Securities and Exchange Commission on June 1, 2021 Registration No.

June 1, 2021 EX-1.1

Sales Agreement, dated June 1, 2021, by and between Madrigal Pharmaceuticals, Inc. and Cowen and Company, LLC (concerning at-the-market offerings of Madrigal common stock).

EXHIBIT 1.1 MADRIGAL PHARMACEUTICALS, INC. $200,000,000 COMMON STOCK SALES AGREEMENT June 1, 2021 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Madrigal Pharmaceuticals, Inc. (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time d

June 1, 2021 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2)(3) Common Stock, $0.0001 par value per share $200,000,000 $21,820

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-256666 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2)(3) Common Stock, $0.0001 par value per share $200,000,000 $21,820 (1) The proposed maximum aggregate offering price is being used to calculate the registration fee

June 1, 2021 EX-4.10

Form of Indenture.

Exhibit 4.10 INDENTURE DATED AS OF , 20 BETWEEN MADRIGAL PHARMACEUTICALS, INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in Series TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions. 1 Section 1.02 Compliance Certificates and Opinions. 6 Section 1.03 Form of Documents Delivered to Trustee. 6 Section 1.04 Ac

June 1, 2021 EX-4.5

Specimen Common Stock Certificate.

Exhibit 4.5 COMMON STOCK COMMON STOCK PO PAR VALUE $0.0001 MR ADD ADD ADD ADD 432 1 A BOX DESIGNATION SAMPLE Certificate Shares 43004, * * 000000 ****************** (IF Number * * * 000000 ***************** ANY) ZQ00000000 **** 000000 **************** Providence, MADRIGAL PHARMACEUTICALS, INC. ***** 000000 *************** RI ****** 000000 ************** INCORPORATED UNDER THE LAWS OF THE STATE OF

June 1, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commis

June 1, 2021 EX-4.1

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF SECURITIES OF THE REGISTRANT The following is a summary of all material characteristics of our capital stock as set forth in our restated certificate of incorporation, our restated bylaws and our Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. Our common stock is the only class of our securities registered under

May 18, 2021 EX-99.1

Alex Howarth Joins Madrigal Pharmaceuticals as Chief Financial Officer

Exhibit 99.1 Alex Howarth Joins Madrigal Pharmaceuticals as Chief Financial Officer WEST CONSHOHOCKEN, Pa., May 18, 2021 ? Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL), a clinical-stage biopharmaceutical company pursuing novel therapeutics for cardio-metabolic and fatty liver diseases with high unmet medical need, announced today that Alex Howarth has joined Madrigal as Chief Financial Officer. ?I

May 18, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commis

May 6, 2021 EX-10.1

Non-Employee Director Equity Compensation Policy

EXHIBIT 10.1 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION POLICY Equity Grants All grants of equity awards to non-employee directors pursuant to this Policy will be made in accordance with the following provisions: (a) Value. For purposes of this Policy, ?Value? means (i) with respect to any equity award of Madrigal, the grant date fair value (i.e., Black-Scholes Value) shall be determined in accorda

May 6, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Commiss

May 6, 2021 EX-99.1

Madrigal Pharmaceuticals Reports 2021 First Quarter Financial Results and Highlights

EX-99.1 2 d347909dex991.htm EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Reports 2021 First Quarter Financial Results and Highlights WEST CONSHOHOCKEN, Pa., May 6, 2021 — Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL) announced today its first quarter 2021 financial results and highlights. “We expect several important events for Madrigal to occur in 2021,” stated Paul Friedman, M.D., Chief Executiv

April 30, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 30, 2021 DEF 14A

Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 30, 2021

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

February 25, 2021 EX-99.1

Madrigal Pharmaceuticals Reports 2020 Fourth Quarter and Full Year Financial Results and Highlights

EX-99.1 Exhibit 99.1 Madrigal Pharmaceuticals Reports 2020 Fourth Quarter and Full Year Financial Results and Highlights WEST CONSHOHOCKEN, Pa., February 25, 2021 — Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL) announced today its fourth quarter and full year 2020 financial results and highlights. “We are pleased with the substantial progress the Company made in 2020, particularly in light of the s

February 25, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (C

February 25, 2021 10-K

Annual Report - 10-K

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 25, 2021 EX-21.1

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF MADRIGAL PHARMACEUTICALS, INC. Madrigal Pharmaceuticals EU Limited, an Ireland company Synta Securities Corp., a Massachusetts securities corporation Synta Limited Incorporated, a United Kingdom company Canticle Pharmaceuticals, Inc., a Delaware corporation

February 16, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 558868105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

February 16, 2021 SC 13G/A

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities)

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

February 12, 2021 EX-99.1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 99.1 EXHIBIT I JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

February 12, 2021 SC 13G/A

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 2)* Madrigal

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 2)* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 558868105 (CUSIP Number) December 31, 2020 (Date of Event Which Re

February 12, 2021 SC 13G

Madrigal Pharmaceuticals, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Madrigal Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 558868105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Madrigal Pharmaceuticals Inc. Title of Class of Securities: Common Stock CUSIP Number: 558868105 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule i

February 4, 2021 SC 13G/A

SCHEDULE 13G

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MADRIGAL PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 558868105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropr

November 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Co

November 5, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 5, 2020 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.0001 par value per share $200,000,000 $21,820

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225434 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.0001 par value per share $200,000,000 $21,820 (1) The proposed maximum aggregate offering price is being used to calculate the registration

November 5, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 MADRIGAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33277 04-3508648 (State or other jurisdiction of incorporation) (Co

November 5, 2020 EX-1.1

Sales Agreement, dated November 5, 2020, by and between Madrigal Pharmaceuticals, Inc. and Cowen and Company, LLC

EX-1.1 Exhibit 1.1 Execution Version MADRIGAL PHARMACEUTICALS, INC. $200,000,000 COMMON STOCK SALES AGREEMENT November 5, 2020 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Madrigal Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agr

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