Item 2.02 Results of Operations and Financial Condition.

On January 5, 2023, Theseus Pharmaceuticals, Inc. (the "Company") released a corporate presentation which contained information regarding the Company's preliminary, unaudited estimate of cash, cash equivalents and marketable securities as of December 31, 2022 of approximately $211.8 million.

The financial results included in the corporate presentation are unaudited and preliminary estimates that (i) represent the most current information available to management as of the date of this Current Report on Form 8-K, (ii) are subject to completion of financial closing and procedures that could result in significant changes to the estimated amounts, and (iii) do not present all information necessary for an understanding of the Company's financial condition as of and its results of operations for the year ended December 31, 2022. Accordingly, undue reliance should not be placed on such preliminary estimates.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act of 1933, as amended (the "Securities Act"), whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On January 5, 2023, the Company issued a press release and released a corporate presentation that has been made available on the investor relations section of the Company's website at https://ir.theseusrx.com/. The corporate presentation and the press release are furnished as Exhibits 99.1 and 99.2, respectively.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing by the Company, under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.




 Item 8.01 Other Events.

On January 5, 2023, the Company issued a press release announcing key anticipated 2023 milestones and BCR-ABL as the target for the Company's third development program. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



No.      Description of Exhibit
           Theseus Pharmaceuticals, Inc. Corporate Presentation, dated January 5,
99.1     2023
           Press release issued by Theseus Pharmaceuticals, Inc. on January 5,
99.2     2023
         Cover Page Interactive Data File (embedded within the Inline XBRL
104      document)

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