Prime Medicine Inc.
07/31/2025 | Press release | Distributed by Public on 07/31/2025 15:17
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On July 30, 2025, Prime Medicine, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with TD Securities (USA) LLC and BMO Capital Markets Corp., as representatives of the several underwriters listed on Schedule 1 thereto (collectively, the "Underwriters"), related to an underwritten public offering (the "Offering") of 38,000,000 shares (the "Underwritten Shares") of the Company's common stock, par value $0.00001 per share ("Common Stock"), at a public offering price of $3.30 per share. The underwriters will not receive any discounts or commissions with respect to an aggregate of 1,818,181 shares of Common Stock sold to the Cystic Fibrosis Foundation. In addition, the Company has granted the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase, at the public offering price, less the underwriting discounts and commissions, up to an additional 5,700,000 shares of Common Stock (the "Option Shares" and together with the Underwritten Shares, the "Shares").
The Company estimates that the net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $120.2 million. The Company intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents, short-term investments, and related party short-term investments, primarily to fund research and development to support the advancement of its Wilson's Disease and Alpha-1 Antitrypsin Deficiency programs, and the remainder for working capital, capital expenditures and other general corporate purposes. The Offering is expected to close on or about August 1, 2025, subject to the satisfaction of customary closing conditions. All of the Shares in the Offering are being sold by the Company.
The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is being made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-275321), filed with the Securities and Exchange Commission (the "SEC") on November 3, 2023 and declared effective by the SEC on November 13, 2023, including the base prospectus therein, as supplemented by a final prospectus supplement, dated July 30, 2025 and filed with the SEC on July 31, 2025. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the shares of Common Stock.
The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
A copy of the legal opinion of Goodwin Procter LLP, relating to the legality of the issuance and sale of shares of Common Stock in the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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