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 11 25, 2025

Mural Oncology plc

(Exact name of Registrant as Specified in Its Charter)

Ireland	001-41837	98-1748617
(State or Other Jurisdictionof Incorporation)	(~~CommissionFile~~Commission File Number)	(IRS EmployerIdentification No.)
10 Earlsfort Terrace Dublin 2, D02 T380, Ireland		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

Not Applicable

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: +353- 1-905-8020

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Ordinary Shares, nominal value $0.01		MURA		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On March 1125, 2025, Mural Oncology plc, ~~an Irish public limited company~~ (the “Company”), ~~entered~~announced ~~into~~that anthe ~~Open~~ARTISTRY-7 ~~Market~~phase ~~Sale~~3 ~~AgreementSM~~trial ~~(the~~of ~~“Sale~~nemvaleukin ~~Agreement”)~~alfa ~~with~~in ~~Jefferies~~combination ~~LLC~~with Merck’s (~~“Jefferies”)~~known ~~pursuant~~as toMSD ~~which~~outside the ~~Company~~US ~~may offer~~ and ~~sell~~Canada) ~~its~~anti-PD-1 ~~ordinary~~therapy, ~~shares~~KEYTRUDA® (“pembrolizumab”), ~~nominal~~versus ~~value~~investigator’s ~~$0.01~~choice ~~per~~chemotherapy ~~share~~in ~~(the~~patients ~~“Ordinary~~with ~~Shares~~platinum-resistant ovarian cancer (“PROC”), ~~from~~will ~~time~~not continue to ~~time~~final ~~through~~analysis ~~Jefferies~~and asthe ~~its~~Company ~~sales~~will ~~agent.~~cease ~~Also,~~development onof ~~March 11,~~nemvaleukin ~~2025,~~for PROC. In the ~~Company~~pre-specified ~~filed~~interim aanalysis ~~prospectus~~conducted ~~supplement~~by (the ~~“Prospectus~~independent ~~Supplement”),~~data ~~dated~~monitoring ~~March 11~~committee, ~~2025,~~nemvaleukin ~~under~~in ~~the~~combination ~~Company’s~~with ~~universal~~pembrolizumab ~~shelf~~did ~~registration~~not ~~statement~~achieve ona ~~Form~~statistically ~~S-3~~significant ~~(File~~improvement ~~No. 333-283198)~~in ~~that~~overall ~~was~~survival ~~originally~~versus ~~filed~~investigator’s ~~with~~choice ~~the~~chemotherapy ~~Securities~~alone and ~~Exchange~~the ~~Commission~~Company (believes the ~~“SEC”)~~study onis ~~November 13,~~highly ~~2024~~unlikely ~~and~~to ~~declared~~achieve ~~effective~~success byat the ~~SEC~~final onanalysis. ~~November 19,~~Median ~~2024~~overall ~~(the~~survival ~~“Registration~~was ~~Statement”),~~10.1 ~~relating~~months tofor ~~the~~patients ~~offer~~treated ~~and~~with ~~sale~~nemvaleukin ofin upcombination towith ~~$75,000,000~~pembrolizumab ofand ~~Ordinary~~9.8 ~~Shares~~months ~~(the~~for ~~“Shares”),~~patients ~~pursuant~~treated towith ~~the~~investigator’s ~~Sale~~choice ~~Agreement~~chemotherapy (hazard ratio: 0.98).

~~Upon~~Nemvaleukin ~~delivery~~has ofa anwell ~~issuance~~characterized ~~notice~~ and ~~subject~~favorable tosafety ~~the terms and conditions of the Sale Agreement~~profile, ~~the~~both ~~Company may sell the Shares under the Prospectus Supplement and the accompanying prospectus by any method that is deemed to be an “at the market offering” (the “Offering”)~~ as ~~defined in Rule 415(~~a~~)(4)~~ ~~under~~monotherapy ~~the Securities Act of 1933, as amended (the “Securities Act”). Each time the Company wishes to issue~~ and ~~sell~~in ~~Shares~~combination ~~under~~with ~~the Sale Agreement~~pembrolizumab, ~~the~~with ~~Company~~over ~~will~~800 ~~notify~~patients ~~Jefferies~~treated ofacross the ~~number~~broader ofclinical ~~Shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of Shares to be sold in any one day and any minimum price below which sales may not be made~~program. ~~Subject~~In to the ~~terms~~interim ~~and~~analysis ~~conditions~~ of ~~the Sale Agreement~~ARTISTRY-7, ~~Jefferies~~the ~~has~~safety ~~agreed~~profile towas ~~use~~generally ~~its commercially reasonable efforts~~ consistent with ~~its~~previously ~~normal~~reported ~~trading and sales practices to sell on the Company’s behalf up to the amount of Shares requested to be sold by the Company on such terms~~data. The Company or Jefferies may suspend the Offering upon proper notice to the other party. The Company and Jefferies each have the right, by giving written notice as specified in the Sale Agreement, to terminate the Sale Agreement in each party’s sole discretion at any time.

~~The~~Nemvaleukin ~~Sale~~is ~~Agreement~~currently ~~provides~~being ~~that~~evaluated ~~Jefferies~~in ~~will~~a bepotentially ~~entitled~~registrational, tophase ~~aggregate~~2 ~~compensation~~trial, ~~for~~ARTISTRY-6, ~~its~~cohort ~~services~~2 ofin ~~3.0%~~mucosal ofmelanoma, ~~the~~with ~~gross~~a ~~sales~~topline ~~price~~data ~~per~~readout ~~Share~~expected ~~sold~~in ~~under~~ the ~~Sale~~second ~~Agreement.~~quarter ~~The~~of ~~Company~~2025. ~~has~~Preliminary nodata ~~obligation~~readouts tofor ~~sell~~less-frequent ~~any~~intravenous ~~Shares~~dosing ~~under~~of ~~the~~nemvaleukin ~~Sale~~in ~~Agreement.~~patients ~~The~~with ~~Company~~cutaneous ~~has~~melanoma ~~agreed~~are expected in the ~~Sale~~second ~~Agreement~~quarter toof ~~provide~~2025 ~~indemnification~~for ~~and~~cohort ~~contribution~~3 toof ~~Jefferies~~ARTISTRY-6 ~~against~~(monotherapy) ~~certain~~and ~~liabilities, including liabilities under~~ the ~~Securities~~second ~~Act.~~half Inof ~~addition,~~2025 ~~the~~for ~~Company~~cohort ~~has~~4 ~~agreed to reimburse certain legal expenses incurred by Jefferies in connection with execution~~ of ~~the~~ARTISTRY-6 ~~Sale~~(combination ~~Agreement in an amount up to $75~~therapy),~~000,~~ insubject ~~addition~~ to ~~certain~~patient ~~ongoing legal expenses~~enrollment.

~~The~~ARTISTRY-7 ~~foregoing~~is ~~description~~a ofphase ~~the~~3 ~~Sale~~trial ~~Agreement~~comparing isnemvaleukin ~~qualified~~in combination with pembrolizumab vs. investigator choice single agent chemotherapy in ~~its~~patients ~~entirety~~with byplatinum-resistant ~~reference~~epithelial toovarian, ~~the~~fallopian ~~full~~tube, ~~text~~or primary peritoneal cancer, with a primary endpoint of ~~the~~overall ~~Sale~~survival. ~~Agreement~~This four-arm trial also contains two smaller single agent arms, a ~~copy~~pembrolizumab and a nemvaleukin arm, to assess contribution of ~~which~~components. isA ~~filed~~total asof ~~Exhibit~~456 patients were enrolled over the four arms of the trial in an approximate 3:1:1:3 randomization. Only arms 1 (nemvaleukin in combination with pembrolizumab) and 4 (investigator’s choice chemotherapy) were designed to ~~this~~be ~~Current~~assessed ~~Report~~for onstatistical ~~Form~~comparisons. 8The pre-Kspecified ~~and~~interim ~~incorporated~~analysis ~~herein~~was byconducted ~~reference~~at 77% of events (219 events) needed for the final analysis.

~~The~~Forward ~~legal~~Looking ~~opinion~~Statements ~~of Arthur Cox LLP, Irish counsel to the Company, relating to the Shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.~~

~~This~~Statements contained in this Current Report on Form 8-K ~~shall~~regarding matters that are not ~~constitute~~historical anfacts ~~offer~~are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to ~~sell~~risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding: the Company’s pipeline and development programs, including the expected timing of data readouts from the ARTISTRY-6 trial, the potential of the Company’s product candidates and programs to address unmet medical needs, the continued progress of the Company’s pipeline and programs, and the sufficiency of the Company’s cash resources for the period anticipated. Any forward-looking statements in this Current Report are based on the Company’s current expectations of future events and are subject to a ~~solicitation~~number of ~~any~~risks ~~offer~~and uncertainties that could cause actual results to ~~buy~~differ materially and adversely from those set forth in or implied by such forward-looking statements. Risks that contribute to the ~~Shares~~uncertain nature of the forward-looking statements include, ~~nor~~among ~~shall~~others, ~~there~~the beinherent ~~any~~risks ~~offer~~and uncertainties associated with competitive developments, ~~solicitation~~preclinical development, clinical trials, recruitment of patients, product development activities and regulatory approval requirements; that preclinical or ~~sale~~interim results and data from ongoing clinical studies of the ~~Shares~~Company’s incytokine ~~any~~programs ~~state~~and inproduct ~~which~~candidates may not be predictive of future or final results from such ~~offer~~studies, ~~solicitation~~results of future clinical studies or ~~sale~~real-world ~~would~~results; future clinical trials or future stages of ongoing clinical trials may not be ~~unlawful~~initiated ~~prior~~or completed on time or at all; the Company’s product candidates, including nemvaleukin, could be shown to ~~registration~~be unsafe or ~~qualification~~ineffective; ~~under~~changes in the ~~securities~~cost, ~~laws~~scope and duration of development activities; the U.S. Food and Drug Administration may make adverse decisions regarding the Company’s product candidates; and those other risks and uncertainties set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in subsequent filings the Company may make with the SEC. All forward-looking statements contained in this Current Report speak only as of the date of this Current Report. The Company anticipates that subsequent events and developments will cause its views to change. However, the Company undertakes no obligation to update such ~~state~~forward-looking statements to reflect events that occur or circumstances that exist after the date of this Current Report, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.		Description
1.1		Open Market Sale AgreementSM, dated as of March 11, 2025, by and between the Company and Jefferies LLC
5.1		Opinion of Arthur Cox LLP
23.1		Consent of Arthur Cox LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mural Oncology plc
Dated: March 11, 2025	By:	/s/ Maiken Keson-Brookes
Dated: March 25, 2025	By:	/s/ Maiken Keson-Brookes
	Name:	Maiken Keson-Brookes
	Title:	Chief Legal Officer

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