Prime Medicine Files 8-K

TL;DR

Prime Medicine filed an 8-K, looks like standard corporate stuff, no major news.

AI Summary

Prime Medicine, Inc. filed an 8-K on June 12, 2024, reporting on matters submitted to a vote of security holders and financial statements. The filing does not disclose specific dollar amounts or significant events beyond routine reporting requirements.

Why It Matters

This filing indicates routine corporate actions and financial reporting by Prime Medicine, Inc., providing transparency to investors about the company's governance and financial status.

Risk Assessment

Risk Level: low — The filing appears to be routine and does not disclose any significant negative events or changes.

Key Players & Entities

• Prime Medicine, Inc. (company) — Registrant
• June 12, 2024 (date) — Date of Report
• 0001894562 (company) — Central Index Key
• 60 First Street Cambridge, MA 02141 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.00001 — f shares of the Company's common stock, $0.00001 par value per share ("Common Stock"), o

Filing Documents

• prme-20240612.htm (8-K) — 45KB
• a06-12x2024xofficerexculpa.htm (EX-3.1) — 13KB
• 0001628280-24-027816.txt ( ) — 225KB
• prme-20240612.xsd (EX-101.SCH) — 2KB
• prme-20240612_def.xml (EX-101.DEF) — 16KB
• prme-20240612_lab.xml (EX-101.LAB) — 27KB
• prme-20240612_pre.xml (EX-101.PRE) — 16KB
• prme-20240612_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. On June 12, 2024, Prime Medicine, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting") in a virtual meeting format via live webcast. As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company's stockholders approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to limit the liability of certain officers of the Company as permitted by Delaware law, as detailed in the Company's definitive proxy statement (the "Proxy Statement") filed on April 29, 2024 with the U.S. Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The Certificate of Amendment was previously approved by the Company's Board of Directors, subject to approval by the Company's stockholders. On June 12, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective upon filing. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on June 12, 2024. Proxies were solicited pursuant to the Proxy Statement. As of the close of business on April 19, 2024, the record date for the Annual Meeting, the number of shares of the Company's common stock, $0.00001 par value per share ("Common Stock"), outstanding and entitled to vote at the Annual Meeting was 120,028,813. The number of shares of Common Stock present in person or by remote communication, if applicable, or represented by valid proxy at the Annual Meeting was 107,063,267, thus establishing a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company's stockholders at the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on the following matters, all of which were described in the Proxy Statement: (i) to elect Wendy Chung, M.D., Ph.D., Kaye Foster, Keith Gottesdiener, M.D., and Jeffrey Marrazzo as Class II Directors, each to serve until the Company's 2027 annual meeting of stockholders, and until his or her respective successor shall have been duly elected and qualified, or until his or her earlier death, resignation or removal ("Proposal 1"), (ii) to approve the Certificate of Amendment to limit the liability of certain of the Company's officers as permitted by Delaware law ("Proposal 2"), and (iii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 ("Proposal 3"). The final voting results are set forth below. Proposal 1 – Each of the following nominees was elected as a Class II Director to serve until the Company's 2027 annual meeting of stockholders, and until his or her respective

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Prime Medicine, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. Date: June 12, 2024 Prime Medicine, Inc. By: /s/ Keith Gottesdiener Name: Keith Gottesdiener, M.D. Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR