Prelude Therapeutics INC 8-K Filing

Ticker: PRLD · Form: 8-K · Filed: Nov 4, 2025 · CIK: 1678660

Sentiment: neutral

Filing Stats: 2,197 words · 9 min read · ~7 pages · Grade level 14.7 · Accepted 2025-11-04 08:53:18

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Exclusive Option Agreement On November 3, 2025, Prelude Therapeutics Incorporated (the "Company") entered into an Exclusive Option Agreement (the "Option Agreement") with Incyte Corporation ("Incyte") to acquire the Company's mutative selective JAK2V617F JH2 inhibitor program (the "Program") for patients with myeloproliferative neoplasms ("MPNs"). The Program has the potential to reduce mutant allele burden, modify disease progression, and transform treatment outcomes for MPN patients. Under the Option Agreement, Incyte will receive an exclusive option to acquire the Company's entire right, title, and interest in and to certain assets, properties, and rights related to the Program, including the Company's library of preclinical candidates (collectively, the "Transferred Assets"). The Company will receive $60 million in capital, comprised of an initial payment of $35 million in cash, plus a $25 million equity investment by Incyte. The Option Agreement includes, as an exhibit, the form of an Asset Purchase Agreement (the "APA"), which contemplates the sale, transfer, assignment, and conveyance by the Company to Incyte, and the purchase, acquisition, and assumption by Incyte from the Company, of the Company's entire right, title, and interest in and to the Transferred Assets in the event Incyte exercises its option under the Option Agreement. The Company expects to continue to advance the Program with the goal of preparing an IND-ready data package. At any time commencing on the effective date of the Option Agreement until the later of (a) 30 days after the Company's delivery of the IND-ready data package or (b) 15 months after the effective date of the Option Agreement (which 15 month period shall automatically toll for the Company to deliver the IND-ready package but such tolling will not exceed 3 months unless otherwise agreed by the parties) (the "Option Period"), Incyte may elect to exercise its exclus

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of Incyte in the Securities Purchase Agreement, the offering and sale of the Shares will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Shares will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities will not involve a public offering. Incyte represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that it is acquiring the Shares for investment purposes only and not with a view to any distribution of the Shares in violation of the United States federal securities laws.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On November 4, 2025, the Company announced that Jane Huang, M.D. resigned as the President and Chief Medical Officer of the Company, effective on November 3, 2025 (the "Separation Date"). Dr. Huang's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Effective as of November 4, 2025, the Company and Dr. Huang entered into a Consulting Agreement, pursuant to which Dr. Huang will provide consulting services regarding matters relating to the Company's clinical programs at an hourly rate of $750, as may be requested from time to time by the Company, until September 15, 2026 (the "Consulting Period"). During the Consulting Period, Dr. Huang's outstanding equity awards will continue to vest pursuant to the terms of the applicable equity award. On November 4, 2025, the Company also announced that until September 15, 2026, Dr. Victor Sandor, M.D.C.M., former Chief Medical Officer of Array Biopharma and current board member of the Company and chair of the Science and Technology Committee, will provide strategic and operational oversight of clinical development.

01

Item 7.01 Regulation FD Disclosure. On November 4 , 2025, the Company and Incyte issued a press release relating to the Option Agreement and Securities Purchase Agreement . A copy of such press release is furnished herewith as Exhibit 99.1. The Company also issued a press release announcing its decision to pause the clinical development of its first-in-class SMARCA2 degrader program relating to its strategic portfolio shift. A copy of such press release is furnished herewith as Exhibit 99.2. In connection with the foregoing, the Company has updated its corporate presentation. A copy of the updated corporate presentation release is furnished herewith as Exhibit 99.3. The information in Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1, 99.2, and 99.3 attached hereto 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 liability under 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 a filing. Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, anticipated discovery, preclinical and clinical development activities for the Company's product candidates, the potential safety, efficacy, benefits and addressable market for the Company's product candidates, the expected timeline for clinical trial results for the Company's product candidates, and the sufficiency of the Company's cash runway. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The words "believes," "anticipates," "estimates," "plans," "expects," "intends," "may," "could," "should," "pote

forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law

forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release announcing Exclusive Option Agreement with Incyte, dated November 4, 2025. 99.2 Press release announcing Strategic Business Update, dated November 4, 2025. 99.3 Corporate presentation , dated November 4, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PRELUDE THERAPEUTICS INCORPORATED Date: November 4, 2025 By: / s/ Bryant Lim Bryant Lim Chief Legal Officer, Corporate Secretary, and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing