Praxis Precision Medicines, Inc. Announces Proposed Public Offering

Rhea-AI Summary

Praxis Precision Medicines (NASDAQ: PRAX) announced a proposed public offering of its common stock and, for certain investors, prefunded warrants to buy common stock. The company said all offered securities will be sold by Praxis and underwriters have a 30-day option to buy additional shares up to 15% of the offering. TD Cowen, Piper Sandler, Guggenheim Securities and Truist Securities are joint book-running managers. The offering is made from a shelf registration that became effective on Dec 23, 2024 and is subject to market and customary closing conditions. Final terms will appear in a prospectus supplement; the release is not an offer to sell securities.

Positive

• Provides immediate access to public capital via a proposed offering
• Underwriters engaged: TD Cowen, Piper Sandler, Guggenheim, Truist

Negative

• Potential shareholder dilution from offering and up to 15% overallotment option
• No assurance on timing, size or completion of the proposed offering

Insights

Capital Markets Analyst

Praxis announced a dilutive equity offering via S-3 shelf; market conditions and final prospectus terms determine investor impact.

The company intends to sell common stock and, for some investors, prefunded warrants, and will grant underwriters a 30-day option to buy up to 15% additional shares at the public offering price less underwriting fees. The offering is being conducted off an S-3ASR shelf that automatically became effective on December 23, 2024, and is subject to market and customary closing conditions.

The primary business mechanism is equity capital raising via a registered offering, which will increase outstanding shares if exercised and thus dilute existing ownership unless used to fund value-accretive activities. Key dependencies and risks are explicit: the offering completion, the final size and price disclosed in the prospectus supplement, and prevailing market conditions that the company cites as affecting consummation. Monitor the final prospectus supplement for the offering size, price range, use of proceeds, and timing; also note the underwriters and the 30-day overallotment option as concrete near-term mechanics that could increase issuance.

BOSTON, Oct. 16, 2025 (GLOBE NEWSWIRE) -- Praxis Precision Medicines, Inc. (NASDAQ: PRAX), a clinical-stage biopharmaceutical company translating genetic insights into the development of therapies for central nervous system (CNS) disorders characterized by neuronal excitation-inhibition imbalance, today announced a proposed public offering of its common stock and, in lieu of common stock to certain investors, prefunded warrants to purchase shares of common stock. All securities in the offering will be offered by Praxis. In addition, Praxis intends to grant the underwriters a 30-day option to purchase additional shares of common stock in an amount up to 15% of the shares of common stock (or prefunded warrants in lieu thereof) sold in the offering at the public offering price, less the underwriting discount and commission.

TD Cowen, Piper Sandler, Guggenheim Securities and Truist Securities are acting as joint book-running managers for the offering. The offering is subject to market and other customary closing conditions, and there can be no assurance as to whether or when the offering may be completed.

The proposed offering is being made pursuant to a shelf registration statement on Form S-3ASR, including a base prospectus, that was filed by Praxis with the Securities and Exchange Commission (SEC) and automatically became effective upon filing on December 23, 2024. The proposed offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus. A copy of the preliminary prospectus relating to the offering, when available, may be obtained from: TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; Piper Sandler & Co., 350 North 5^th Street, Suite 1000, Minneapolis, MN 55401, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or Truist Securities, Inc., Attention: Equity Capital Markets, 740 Battery Ave SE, Atlanta, Georgia 30339, by telephone at (800) 685-4786 or by email at truistsecurities.prospectus@truist.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 and other federal securities laws, including express or implied statements regarding Praxis’ future expectations, plans and prospects, including, without limitation, statements regarding the completion, timing and size of the proposed public offering and Praxis’ expectations with respect to granting the underwriters a 30-day option to purchase additional shares, as well as other statements containing the words “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “anticipate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” and similar expressions that constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995.

The express or implied forward-looking statements included in this press release are only predictions and are subject to a number of risks, uncertainties and assumptions, including, without limitation, risks related to market conditions and other risks described in Praxis’ Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and other filings made with the SEC. Although Praxis’ forward-looking statements reflect the good faith judgment of its management, these statements are based only on information and factors currently known by Praxis. As a result, you are cautioned not to rely on these forward-looking statements. Any forward-looking statement made in this press release speaks only as of the date on which it is made. Praxis undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Investor Contact:
Praxis Precision Medicines
investors@praxismedicines.com 
857-702-9452

Media Contact:
Dan Ferry
Life Science Advisors
Daniel@lifesciadvisors.com
617-430-7576

FAQ

What is Praxis (NASDAQ: PRAX) proposing to sell in the Oct 16, 2025 offering?

Praxis is proposing to sell common stock and, for certain investors, prefunded warrants to purchase common stock.

How large is the underwriters' option in the PRAX offering and how long is it exercisable?

Underwriters have a 30-day option to purchase additional shares up to 15% of the shares (or prefunded warrants) sold in the offering.

When did the shelf registration for the PRAX offering become effective?

The shelf registration automatically became effective on Dec 23, 2024.

Will Praxis (PRAX) definitely complete the proposed public offering?

No; the offering is subject to market and customary closing conditions and there is no assurance it will be completed.

Where can investors get the PRAX preliminary prospectus for the Oct 2025 offering?

The preliminary prospectus will be available from the listed book-runners (TD Securities, Piper Sandler, Guggenheim, Truist) as specified in the announcement.