Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On May 7, 2024, Madrigal Pharmaceuticals, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with TD Securities (USA) LLC, ("TD Cowen"), pursuant to which the Company may issue and sell through or to TD Cowen, acting as agent or principal, shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), from time to time having an aggregate sales price of up to $300,000,000 (the "ATM Offering").

Sales of the Common Stock, if any, under the Sales Agreement will be made by any method that is deemed to be an "at the market" offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. The Company has no obligation to sell any of the Common Stock and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement pursuant to its terms.

Subject to the terms and conditions of the Sales Agreement, TD Cowen will use its commercially reasonable efforts to sell the shares of Common Stock from time to time, as the sales agent, based upon the Company's instructions. The offering of shares of Common Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Sales Agreement or (ii) the termination of the Sales Agreement in accordance with its terms.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Sales Agreement, a copy of which is incorporated herein by reference as Exhibit 1.1.

The Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company's automatic shelf registration statement on Form S-3(the "Registration Statement"), which was filed with the Securities and Exchange Commission ("SEC") on May 7, 2024. On May 7, 2024, the Company filed a prospectus supplement with the SEC in connection with the offer and sale of the Common Stock pursuant to the Sales Agreement. This Current Report on Form 8-K shall notconstitute an offer to sell or the solicitation of an offer to buy the Common Stock nor shall there be any sale of the Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Hogan Lovells US LLP relating to the legality of the issuance and sale of the Common Stock pursuant to the ATM Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K and isincorporated by reference herein.

The Sales Agreement replaces and supersedes the prior sales agreement, dated June 1, 2021 and amended on May 9, 2023, between the Company and Cowen and Company, LLC, an affiliate of TD Cowen (the "Prior Sales Agreement"), which was terminated effective upon the entry into the Sales Agreement. The Company sold 1,333,594 shares of Common Stock having an aggregate offering price of $225.1 million pursuant to the Prior Sales Agreement.