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Precision BioSciences, Inc. (DTIL) is the issuer in an amended beneficial-ownership report by Octagon Capital Advisors LP, Octagon Investments Master Fund LP and Ting Jia. Each reported beneficial ownership of 1,651,497 common shares, or 5.73%; the amount includes 430,000 common shares directly held and 1,221,497 common shares issuable upon exercise of warrants.
Octagon is the Master Fund’s investment manager, and Ting Jia is Octagon’s managing member. Octagon and Ting Jia may also be deemed to beneficially own shares directly held by the Master Fund. The warrant terms restrict exercise if it would result in beneficial ownership above 9.99%; the reporting persons stated that the restriction prevented them from exercising all warrants as of the event date. The 5.73% calculation uses 27,601,554 common shares outstanding as of August 3, 2026, plus 1,221,497 warrant shares.
Key Figures
Beneficial ownership:1,651,497 common sharesBeneficial ownership percentage:5.73%Common shares directly held:430,000 shares+3 more
6 metrics
Beneficial ownership1,651,497 common sharesReported by each of the three reporting persons
Beneficial ownership percentage5.73%Reported by each of the three reporting persons
Common shares directly held430,000 sharesIncluded in the reported beneficial ownership
Common shares issuable upon exercise of warrants1,221,497 sharesIncluded in the reported beneficial ownership
Blocker9.99%Warrant exercise is restricted if post-exercise beneficial ownership would exceed this percentage
Common shares outstanding27,601,554 sharesAs of August 3, 2026; used in the reported percentage calculation
Key Terms
beneficially owned, Warrants, Blocker, Shared voting power, +1 more
5 terms
beneficially ownedregulatory
"Amount beneficially owned: 1,651,497"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Warrantsfinancial
"The Reporting Persons holds warrants (the "Warrants")"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Blockerregulatory
"the "Blocker""
Shared voting powerregulatory
"Shared voting power: 1,651,497"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared dispositive powerregulatory
"Shared dispositive power: 1,651,497"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership did Octagon, the Master Fund and Ting Jia report in DTIL?
Octagon Capital Advisors LP, Octagon Investments Master Fund LP and Ting Jia each reported beneficial ownership of 1,651,497 Precision BioSciences common shares, or 5.73%. The reported amount includes 430,000 common shares directly held and 1,221,497 shares issuable upon warrant exercise.
What is the warrant ownership limit for DTIL?
The warrant terms restrict exercise if the reporting persons would beneficially own more than 9.99% of the outstanding common shares after exercise. They stated that this restriction prevented them from exercising all warrants as of the event date.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Precision BioSciences, Inc.
(Name of Issuer)
Common Stock, $0.000005 par value
(Title of Class of Securities)
74019P207
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
74019P207
1
Names of Reporting Persons
Octagon Capital Advisors LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,651,497.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,651,497.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,497.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.73 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 430,000 Common Shares directly held and 1,221,497 Common Shares issuable upon exercise of the Warrants (as defined in Item 4(a)).
SCHEDULE 13G
CUSIP Number(s):
74019P207
1
Names of Reporting Persons
Octagon Investments Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,651,497.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,651,497.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,497.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.73 %
12
Type of Reporting Person (See Instructions)
PN, OO
Comment for Type of Reporting Person: Includes 430,000 Common Shares directly held and 1,221,497 Common Shares issuable upon exercise of the Warrants
SCHEDULE 13G
CUSIP Number(s):
74019P207
1
Names of Reporting Persons
Ting Jia
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,651,497.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,651,497.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,497.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.73 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 430,000 Common Shares directly held and 1,221,497 Common Shares issuable upon exercise of the Warrants
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Precision BioSciences, Inc.
(b)
Address of issuer's principal executive offices:
302 East Pettigrew Street, Suite A-100, Durham, NC, 27701
Item 2.
(a)
Name of person filing:
This statement is being jointly filed by:
Octagon Capital Advisors LP ("Octagon")
Octagon Investments Master Fund LP ("Master Fund")
Ting Jia, as the principal beneficial owner of Octagon ("Dr. Jia")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Octagon serves as the investment manager of the Master Fund. Dr. Jia is the managing member of Octagon. By virtue of these relationships each of Octagon and Dr. Jia may be deemed to beneficially own the Issuer's Common Shares directly owned by the Master Fund.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 654 Madison Avenue, 21st Floor, New York, NY 10065.
(c)
Citizenship:
Octagon is a Delaware limited partnership. The Master Fund is an exempted limited partnership established in the Cayman Islands. Dr. Jia is a Chinese citizen.
(d)
Title of class of securities:
Common Stock, $0.000005 par value
(e)
CUSIP No.:
74019P207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,651,497
(b)
Percent of class:
5.73 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,651,497
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,651,497
The percentage reported on this Schedule 13G is calculated based upon 27,601,554 Common Shares outstanding as of August 3, 2026, as reported in the Form 10-Q filed by the Issuer on August 6, 2026, plus 1,221,497 Common Shares issuable upon exercise of the Warrants (subject to the Blocker, as defined below).
The Reporting Persons holds warrants (the "Warrants") to purchase Common Shares of the Issuer. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Common Shares (the "Blocker"), and the Common Shares listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Blocker. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blocker and does not beneficially own the Common Shares underlying the warrants in excess of such Blocker limitation.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Octagon is the investment advisor to the Master Fund and other accounts. Dr. Jia is the control person of Octagon. The Master Fund holds the Common Shares for the benefit of its investors. The Master Fund and Octagon, for the benefit of its investors, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Octagon Capital Advisors LP
Signature:
/s/ Ting Jia
Name/Title:
Managing Member
Date:
11/03/2026
Octagon Investments Master Fund LP
Signature:
/s/ Ting Jia
Name/Title:
Managing Member, Octagon Investments GP, LLC, its general partner