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Precision BioSciences prices roughly $125M offering

Precision BioSciences estimates approximately $116.5 million in net proceeds for two gene-editing programs and general corporate purposes.

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Form Type
8-K

Rhea-AI Filing Summary

Precision BioSciences, Inc. (DTIL) priced an underwritten offering of 10,235,077 common shares at $7.75 per share and pre-funded warrants to purchase up to 5,893,964 shares at $7.749995 per warrant. The company expects approximately $125 million in gross proceeds and estimates approximately $116.5 million in net proceeds after underwriting discounts and commissions and estimated offering expenses, excluding proceeds from warrant exercises. It intends to use net proceeds for continued research and development of PBGENE-HBV and PBGENE-DMD, working capital and general corporate purposes.

The closing is expected on November 6, 2026, subject to customary closing conditions. The warrants have a $0.000005-per-share exercise price and no voting rights. Their beneficial ownership cap is 4.99% or, at the holder’s option upon issuance, 9.99%; holders may change the cap up to 19.99%, with an increase effective on the 61st day after notice. The cap includes the holder’s affiliates and any persons acting as a group with them.

Filing Explained

The warrants also let holders participate alongside stockholders on an as-exercised basis; in a fundamental transaction, exercise entitles them to the securities, cash, or other property they would have received by exercising immediately beforehand, without regard to the warrants’ exercise limitations.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Common shares offered 10,235,077 shares Underwritten offering
Shares underlying pre-funded warrants Up to 5,893,964 shares Underwritten offering
Common share price $7.75 per share Offering price
Pre-funded warrant price $7.749995 per warrant Offering price
Pre-funded warrant exercise price $0.000005 per share Exercise price
Expected gross proceeds Approximately $125 million Before underwriting discounts, commissions and offering expenses
Estimated net proceeds Approximately $116.5 million Excludes proceeds from exercise of pre-funded warrants
Initial beneficial ownership limit 4.99% (or 9.99% at the holder’s option upon issuance) Limit on warrant exercise
pre-funded warrants financial
"pre-funded warrants to purchase up to 5,893,964 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
underwriting discounts and commissions financial
"after deducting underwriting discounts and commissions"
Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.
beneficial ownership limitation regulatory
"beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
fundamental transaction technical
"In the event of a fundamental transaction"
Offering Type shelf
Securities Offered 10,235,077 shares of common stock and pre-funded warrants to purchase up to 5,893,964 shares of common stock
Price Range $7.75 per common share; $7.749995 per pre-funded warrant
Offering Amount Approximately $125 million expected gross proceeds; approximately $116.5 million estimated net proceeds
Use of Proceeds Continued research and development of PBGENE-HBV and PBGENE-DMD, working capital and general corporate purposes

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities is DTIL offering and at what prices?
Precision BioSciences is offering 10,235,077 common shares at $7.75 per share and pre-funded warrants to purchase up to 5,893,964 shares at $7.749995 per warrant. Each pre-funded warrant has a $0.000005-per-share exercise price.

How much net proceeds does DTIL expect from the offering?
The company estimates approximately $116.5 million in net proceeds, after underwriting discounts and commissions and estimated offering expenses, excluding proceeds from warrant exercises. It expects approximately $125 million in gross proceeds and intends to use the net proceeds for research and development of PBGENE-HBV and PBGENE-DMD, working capital and general corporate purposes.

What ownership limits apply to DTIL’s pre-funded warrants?
A holder may not exercise warrants if doing so would cause its aggregate beneficial ownership, including affiliates and persons acting as a group with them, to exceed 4.99% or, at the holder’s option upon issuance, 9.99%. A holder may change the cap up to 19.99%; an increase takes effect on the 61st day after notice.

When is the DTIL offering expected to close?
The offering is expected to close on November 6, 2026, subject to customary closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001357874FALSE00013578742026-11-052026-11-05

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
Date of Report (Date of earliest event reported): November 5, 2026
________________________________________________________
Precision BioSciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
Delaware001-3884120-4206017
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
302 East Pettigrew St.
Suite A-100
Durham, North Carolina
27701
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: 919 314-5512
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________________
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 classTrading
Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.000005 per shareDTIL
The Nasdaq Capital 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 Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-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. ☐


Item 8.01 Other Events.
On November 5, 2026, Precision BioSciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), in connection with the offering (the “Offering”), issuance and sale by the Company of 10,235,077 shares of its common stock, $0.000005 par value per share (the “Common Stock”), at a price of $7.75 per share and, in lieu of Common Stock to certain investors, pre-funded warrants to purchase up to 5,893,964 shares of its Common Stock at a price of $7.749995 per pre-funded warrant, which represents the per share offering price for the shares of Common Stock less the $0.000005 per share exercise price for each pre-funded warrant. The Company estimates the net proceeds from the Offering will be approximately $116.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company and excluding any proceeds the Company may receive upon exercise of the pre-funded warrants being sold in the Offering. The Company intends to use the net proceeds of the Offering to fund the continued research and development of PBGENE-HBV and PBGENE-DMD, and for working capital and general corporate purposes.
The shares of Common Stock and pre-funded warrants are being sold pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-292478). A prospectus supplement relating to the offer and sale of the Common Stock and pre-funded warrants has been filed with the Securities and Exchange Commission. The closing of the Offering is expected to occur on November 6, 2026, subject to customary closing conditions.
The pre-funded warrants are exercisable at any time after their original issuance and are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and holders of the pre-funded warrants also are entitled to participate on an as-exercised basis with respect to the Company’s stockholders. In the event of a fundamental transaction, a holder of the pre-funded warrants will be entitled to receive, upon exercise of the pre-funded warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction, without regard to any limitations on exercise contained in the pre-funded warrants. The pre-funded warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of Common Stock are entitled.
A holder of a pre-funded warrant will not be entitled to exercise any portion of such pre-funded warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) to exceed 4.99% (or, at the holder’s option upon issuance, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrant. A holder may, upon notice to the Company, increase or decrease such beneficial ownership limitation, provided that it in no event exceeds 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, and any increase will not be effective until the 61st day after such notice is delivered to the Company.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing descriptions of the Underwriting Agreement and the form of pre-funded warrant are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement and the form of pre-funded warrant, copies of which are filed, respectively, as Exhibit 1.1 and Exhibit 4.1 to this Current Report on Form 8-K and are incorporated by reference herein.
Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the shares of Common Stock, the shares of Common Stock issuable upon exercise of the pre-funded warrants and the pre-funded warrants offered and sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The Company issued a press release on November 5, 2026 announcing the pricing of the Offering, which press release is attached as Exhibit 99.1 to this report.



Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
The following exhibits relating to Item 8.01 shall be deemed to be furnished, and not filed:
Exhibit
No.		Description
1.1
Underwriting Agreement, dated November 5, 2026, among the Company and TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein
4.1
Form of Pre-Funded Warrant
5.1
Opinion of Latham & Watkins LLP
23.1
Consent of Latham & Watkins LLP (included in Exhibit 5.1)
99.1
Press release of Precision BioSciences, Inc. dated November 5, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
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.
PRECISION BIOSCIENCES, INC.
Date:November 6, 2026By:/s/ Naresh Tanna
Naresh Tanna
Chief Financial Officer

Exhibit 99.1

Precision BioSciences Announces Pricing of $125 Million Underwritten Offering of Common Stock and Pre-Funded Warrants


DURHAM, N.C.—November 5, 2026 – Precision BioSciences, Inc. (Nasdaq: DTIL) (“Precision”), a clinical stage gene editing company utilizing its novel proprietary ARCUS® platform to develop in vivo gene editing therapies for high unmet need diseases, today announced the pricing of an underwritten offering of 10,235,077 shares of its common stock at a price of $7.75 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to 5,893,964 shares of its common stock at a price of $7.749995 per pre-funded warrant, which represents the per share offering price for the shares of common stock less the $0.000005 per share exercise price for each pre-funded warrant. The gross proceeds to Precision from the offering, before deducting the underwriting discounts and commissions and offering expenses, are expected to be approximately $125 million. The deal includes participation from new and existing investors, including First Light Asset Management, MPM BioImpact, Bleichroeder LP, Lynx1 Capital Management, Readout Capital, Aberdeen Investments, Driehaus Capital Management, as well as other leading life sciences investors.

The offering is expected to close on or about November 6, 2026, subject to customary closing conditions. All shares of common stock and pre-funded warrants to be sold in the offering will be sold by Precision. Precision intends to use the net proceeds of the offering to fund the continued research and development of PBGENE-HBV and PBGENE-DMD, and for working capital and general corporate purposes.

TD Cowen and Guggenheim Securities are acting as joint book-running managers for the offering.

The securities described above were offered by means of a prospectus supplement dated November 5, 2026, and accompanying prospectus dated January 7, 2026, forming part of Precision’s effective shelf registration statement (File No. 333-292478). The prospectus supplement and accompanying prospectus relating to this offering will be filed with the U.S. Securities and Exchange Commission (the “SEC”) and will be available on the SEC’s website located at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus may also be obtained, when available, by contacting: TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com; or 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.
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, the securities in this offering in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Precision BioSciences, Inc.
Precision is a clinical stage gene editing company dedicated to improving life (DTIL) with its novel and proprietary ARCUS® genome editing platform that differs from other technologies in the way it cuts, its smaller size, and its simpler structure. Key capabilities and differentiating characteristics may enable ARCUS nucleases to drive more intended, defined therapeutic outcomes. Using ARCUS, Precision’s pipeline is comprised of in vivo gene editing candidates designed to deliver lasting cures for the broadest range of genetic and infectious diseases where no adequate treatments exist.




Forward-Looking Statements
Certain statements contained in this press release, including those relating to the timing and size of the offering, the anticipated total gross proceeds from the offering and other statements relating to the offering, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties associated with the consummation of the proposed offering, uncertainties related to market conditions, the satisfaction of customary closing conditions related to the offering, the completion of the offering on the anticipated terms or at all, general economic conditions and other risks identified from time to time in the reports Precision files with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and the prospectus supplement and accompanying prospectus related to the proposed offering to be filed with the SEC, which are or will be available at www.sec.gov. The forward-looking statements in this press release speak only as of the date of this document, and Precision undertakes no obligation to update or revise any of the statements. Precision’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Investor and Media Contact:
Naresh Tanna
Chief Financial Officer
Naresh.tanna@precisionbiosciences.com


Source: View Original Filing on SEC EDGAR

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