Prime Medicine Files 8-K: Agreements, Sales, and Financials

Ticker: PRME · Form: 8-K · Filed: Sep 30, 2024 · CIK: 1894562

Prime Medicine, Inc. 8-K Filing Summary
FieldDetail
CompanyPrime Medicine, Inc. (PRME)
Form Type8-K
Filed DateSep 30, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$55.0 million, $3.5 billion, $185 million, $1.2 billion, $2.1 billion
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, financials

Related Tickers: PRME

TL;DR

PRME filed an 8-K detailing material agreements, equity sales, and financials. Check for details.

AI Summary

Prime Medicine, Inc. filed an 8-K on September 30, 2024, reporting on several items including the entry into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 60 First Street, Cambridge, MA.

Why It Matters

This 8-K filing provides crucial updates on Prime Medicine's corporate activities, including material agreements and equity sales, which can impact investor understanding of the company's financial and operational status.

Risk Assessment

Risk Level: medium — Filings of this nature can contain information about material agreements or equity sales that may significantly impact the company's financial standing and stock price.

Key Numbers

  • 001-41536 — SEC File Number (Identifies the company's filing with the SEC.)
  • 84-3097762 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

  • Prime Medicine, Inc. (company) — Registrant
  • September 28, 2024 (date) — Date of earliest event reported
  • September 30, 2024 (date) — Date of Report
  • Delaware (jurisdiction) — State of incorporation
  • 60 First Street, Cambridge, MA 02141 (address) — Principal executive offices

FAQ

What specific material definitive agreement was entered into by Prime Medicine, Inc.?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text snippet.

What were the details of the unregistered sales of equity securities?

The filing notes unregistered sales of equity securities, but the specifics regarding the number of shares, price, or purchasers are not detailed in the provided text.

What is the primary business of Prime Medicine, Inc.?

Prime Medicine, Inc. is in the business of Biological Products (No Diagnostic Substances), as indicated by its Standard Industrial Classification code [2836].

When is Prime Medicine, Inc.'s fiscal year end?

Prime Medicine, Inc.'s fiscal year ends on December 31st.

What is the filing date and the earliest event date reported in this 8-K?

The filing date is September 30, 2024, and the earliest event reported is September 28, 2024.

Filing Stats: 1,535 words · 6 min read · ~5 pages · Grade level 12.5 · Accepted 2024-09-30 07:38:53

Key Financial Figures

  • $55.0 million — n Agreement, the Company will receive a $55.0 million upfront payment and a $55.0 million equ
  • $3.5 billion — y is also eligible to receive more than $3.5 billion in milestones, including up to $185 mil
  • $185 million — billion in milestones, including up to $185 million in preclinical milestones, up to $1.2 b
  • $1.2 billion — illion in preclinical milestones, up to $1.2 billion in development milestones and more than
  • $2.1 billion — in development milestones and more than $2.1 billion in commercialization milestones, along
  • $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Common Stock") for an a

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 28, 2024 (the "Effective Date"), Prime Medicine, Inc. (the "Company") entered into a Research Collaboration and License Agreement (the "Collaboration Agreement") with Juno Therapeutics, Inc., a wholly-owned subsidiary of the Bristol-Myers Squibb Company ("BMS"). Under the terms of the Collaboration Agreement, the Company granted to BMS an exclusive worldwide license to certain Prime Editing technology for developing, manufacturing and commercializing ex vivo T-cell therapeutic products directed to select targets. Additionally, on the Effective Date, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with BMS, pursuant which the Company agreed to sell and issue shares of its common stock to BMS. Research Collaboration and License Agreement Pursuant to the Collaboration Agreement, the Company will design Prime Editing reagents to be used by BMS to develop, manufacture and commercialize ex vivo T-cell therapeutic products directed to specific targets selected by BMS. Under the Collaboration Agreement, the Company will receive a $55.0 million upfront payment and a $55.0 million equity investment from BMS (as described below). The Company is also eligible to receive more than $3.5 billion in milestones, including up to $185 million in preclinical milestones, up to $1.2 billion in development milestones and more than $2.1 billion in commercialization milestones, along with royalties on net sales. Unless earlier terminated, the term of the Collaboration Agreement continues until expiration of the last royalty term for the applicable product in the applicable country. The Collaboration Agreement is subject to customary termination provisions, including termination by a party for the other party's uncured, material breach. The Collaboration Agreement also includes customary representations and warranties, covenants and indemnification obligations. The foregoing summary

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth above in Item 1.01 under the caption "Securities Purchase Agreement" is incorporated herein by reference. The Company expects the Shares to be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation D under the Securities Act, and corresponding provisions of state securities or "blue sky" laws. The Company is relying on this exemption from registration for private placements based in part on the representations made by BMS, including that it is acquiring the Shares for the purpose of investment and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and an appropriate legend will be applied to the Shares. The Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and any applicable state securities laws.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 30, 2024, the Company issued press releases entitled "Prime Medicine Announces Strategic Research Collaboration and License Agreement with Bristol Myers Squibb to Develop and Commercialize Multiple Prime Edited Ex Vivo T-Cell Therapies" and "Prime Medicine Unveils Strategically Focused Pipeline." A copy of each press release is furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K, which is incorporated herein by reference. A copy of the Company's September 2024 corporate presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K, which is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto, is intended to be furnished and 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release, dated September 30, 2024, furnished herewith. 99.2 Press Release, dated September 30, 2024, furnished herewith. 99.3 Presentation, dated September 2024, furnished herewith. 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: September 30, 2024 Prime Medicine, Inc. By: /s/ Keith Gottesdiener Name: Keith Gottesdiener, M.D. Title: President and Chief Executive Officer

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