Prime Medicine Enters Material Definitive Agreement

TL;DR

**Prime Medicine just inked a major deal, signaling potential shifts ahead for the biotech firm.**

AI Summary

Prime Medicine, Inc. filed an 8-K on February 16, 2024, reporting an event that occurred on February 14, 2024. The filing indicates the entry into a material definitive agreement, as well as information regarding financial statements and exhibits. The company, based in Cambridge, MA, operates in the biological products industry.

Why It Matters

This filing signals a significant new agreement for Prime Medicine, which could impact its future operations, financial performance, and strategic direction in the biotechnology sector.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement but provides no details to assess specific risks or benefits.

Key Players & Entities

• Prime Medicine, Inc. (company) — Registrant
• February 14, 2024 (date) — Date of earliest event reported
• February 16, 2024 (date) — Filing date
• Cambridge, MA (company) — Business address city and state
• 001-41536 (dollar_amount) — Commission File Number

FAQ

Key Financial Figures

• $0.00001 — f the Company's common stock, par value $0.00001 per share ("Common Stock"), at a public
• $6.25 — Stock"), at a public offering price of $6.25 per share, and, in lieu of Common Stock
• $6.24999 — mon Stock at a public offering price of $6.24999 per Pre-Funded Warrant, which represent
• $0 — d to the public in this offering, minus $0.00001, which is the exercise price of e
• $150.9 million — e by the Company, will be approximately $150.9 million. The Company may receive nominal procee

Filing Documents

• d721402d8k.htm (8-K) — 35KB
• d721402dex11.htm (EX-1.1) — 213KB
• d721402dex41.htm (EX-4.1) — 72KB
• d721402dex51.htm (EX-5.1) — 10KB
• g721402dsp66.jpg (GRAPHIC) — 3KB
• 0001193125-24-038016.txt ( ) — 542KB
• prme-20240214.xsd (EX-101.SCH) — 3KB
• prme-20240214_lab.xml (EX-101.LAB) — 18KB
• prme-20240214_pre.xml (EX-101.PRE) — 11KB
• d721402d8k_htm.xml (XML) — 4KB

From the Filing

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 February 14, 2024 Date of Report (Date of earliest event reported) Prime Medicine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41536 84-3097762 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 21 Erie Street Cambridge , MA 02139 (Address of principal executive offices) (Zip Code) (617) 564-0013 (Registrant's telephone number, including area code) 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: 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 Trading Symbol(s) Name of each exchange on which registered Common stock, par value $.00001 per share PRME 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 Rule12b-2 of the Securities Exchange Act of 1934 (250.12b-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. Item1.01 Entry into a Material Definitive Agreement. On February 14, 2024, Prime Medicine, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Jefferies LLC, Cowen and Company, 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 19,200,001 shares (the "Underwritten Shares") of the Company's common stock, par value $0.00001 per share ("Common Stock"), at a public offering price of $6.25 per share, and, in lieu of Common Stock to certain investors, pre-funded warrants (the "Pre-Funded Warrants") to purchase 3,200,005 shares of Common Stock at a public offering price of $6.24999 per Pre-Funded Warrant, which represents the price per share at which shares of Common Stock are being sold to the public in this offering, minus $0.00001, which is the exercise price of each Pre-Funded Warrant. 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 3,360,000 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 $150.9 million. The Company may receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants. 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, to primarily fund research and development and clinical development to support the advancement of its current or future product candidates and the expansion of its research and development programs, and the remainder for working capital, capital expenditures and other general corporate purposes. The Offering is expected to close on or about February 20, 2024, subject to the satisfaction of customary closing conditions. All of the Shares and Pre-Funded Warrants in the Offering are being sold by the Company. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting Common Stock. The Pre-Funded Warrants are exercisable from the date of issuance and do not expire. Each Pre-Funded Warrant is exercisable, in the holder's discretion, by (i) payment in full in immediately available funds for the number of shares of Common Stock purchased upon exercise, or (ii) a cashless exercise, in which case t

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