Precision BioSciences, Inc. received a significant ownership disclosure from Octagon Capital Advisors LP, Octagon Investments Master Fund LP, and Ting Jia. The reporting group beneficially owns 2,328,485 common shares of Precision BioSciences, equal to 9.99% of the class.
The stake consists of 1,917,995 common shares held directly and 410,490 common shares issuable upon exercise of warrants. These percentages are based on 22,897,665 common shares outstanding as of December 30, 2025, as referenced from a Form S-3. The warrants are subject to a 9.99% beneficial ownership blocker, so they cannot be exercised if doing so would push the group above that threshold.
Voting and dispositive power over all 2,328,485 shares are reported as shared among the reporting persons. The filing states that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Precision BioSciences.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Precision BioSciences, Inc.
(Name of Issuer)
Common Stock, $0.000005 par value
(Title of Class of Securities)
74019P207
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
2,328,485.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,328,485.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,328,485.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 1,917,995 Common Shares directly held and 410,490 Common Shares issuable upon exercise of the Warrants (as defined in Item 4(a)).
SCHEDULE 13G
CUSIP No.
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
2,328,485.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,328,485.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,328,485.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
PN, OO
Comment for Type of Reporting Person: Includes 1,917,995 Common Shares directly held and 410,490 Common Shares issuable upon exercise of the Warrants.
SCHEDULE 13G
CUSIP No.
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
2,328,485.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,328,485.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,328,485.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 1,917,995 Common Shares directly held and 410,490 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, 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:
2,328,485
(b)
Percent of class:
9.99 %
(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:
2,328,485
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,328,485
The percentage reported on this Schedule 13G is calculated based upon 22,897,665 Common Shares outstanding as of December 30, 2025, as reported in the Form S-3 filed by the Issuer on December 30, 2025, plus 410,490 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:
02/10/2026
Octagon Investments Master Fund LP
Signature:
/s/ Ting Jia
Name/Title:
Managing Member, Octagon Investments GP, LLC, its general partner
What ownership stake in Precision BioSciences (DTIL) does Octagon report?
Octagon and related reporting persons disclose beneficial ownership of 2,328,485 Precision BioSciences common shares, representing 9.99% of the outstanding class. This total includes both currently held common shares and shares issuable upon exercise of warrants, subject to an ownership cap.
How many Precision BioSciences (DTIL) shares are held directly versus via warrants?
The reporting group holds 1,917,995 Precision BioSciences common shares directly and has 410,490 additional common shares issuable upon exercise of warrants. Together these positions total the 2,328,485 shares reported as beneficially owned in the Schedule 13G filing.
How was the 9.99% ownership in Precision BioSciences (DTIL) calculated?
The 9.99% beneficial ownership is calculated using 22,897,665 Precision BioSciences common shares outstanding as of December 30, 2025, as referenced from a Form S-3. The calculation also gives effect to the shares issuable upon exercise of the warrants, within the ownership cap.
What is the warrant ownership blocker described in the Precision BioSciences (DTIL) filing?
The warrants held by the reporting persons include a 9.99% beneficial ownership blocker. They cannot be exercised if doing so would cause the group to beneficially own more than 9.99% of Precision BioSciences’ outstanding common shares, effectively capping exercisable ownership at that level.
Who are the reporting persons in the Precision BioSciences (DTIL) Schedule 13G?
The Schedule 13G is jointly filed by Octagon Capital Advisors LP, Octagon Investments Master Fund LP, and Ting Jia. Octagon is the investment manager of the Master Fund, and Ting Jia is described as the principal beneficial owner and managing member associated with Octagon.
Does Octagon seek to influence control of Precision BioSciences (DTIL)?
The filing states the securities were acquired and are held in the ordinary course of business and not with the purpose or effect of changing or influencing the control of Precision BioSciences, nor in connection with any transaction having that control-related purpose or effect.
