PepGen Inc SEC Filings

PepGen Inc. reported a change to its President and CEO’s stock option grants. On November 4, 2025, the board approved a repricing of the executive’s outstanding stock options granted under the company’s 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan. The exercise price of eligible options was reduced to $4.53, while all other terms of the options remain the same, except that the lower exercise price applies only if the executive satisfies a required retention period; otherwise, the original higher exercise prices will continue to apply.

The affected options, which are rights to buy PepGen common stock, generally vest over four years. For these grants, 25% of the shares vest on the first anniversary of the applicable vesting commencement or grant date, with the remaining shares vesting in 36 equal monthly installments, subject to continued service or employment on each vesting date.

PepGen Inc. disclosed that its Board of Directors approved a repricing of the Chief Financial Officer’s outstanding stock options on November 4, 2025. Several existing stock option grants with exercise prices of $10.88, $12, $15.25, and $16.62 were canceled and replaced with options at a new exercise price of $4.53, while keeping other terms the same. The reduced exercise price applies only if the CFO satisfies an applicable retention period; otherwise, the original higher exercise prices will continue to apply.

The affected options cover multiple grants under PepGen’s 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan, with expirations between November 10, 2031 and February 28, 2034. The filing notes that one grant vests over four years from an October 15, 2021 vesting start date, and others vest 25% after one year with the balance vesting in 36 equal monthly installments, all contingent on continued service.

PepGen Inc. reported that on December 8, 2025 it appointed Joseph Vittiglio, Esq. as its Chief Business and Legal Officer. This new executive role combines responsibility for the company's business functions with oversight of legal affairs, adding depth to its leadership team. The company also furnished a related press release as Exhibit 99.1 providing additional detail on the appointment.

PepGen Inc. (PEPG) reported it furnished a press release announcing financial results for the quarter ended September 30, 2025. The company disclosed this under Item 2.02 (Results of Operations and Financial Condition), noting the release is provided as Exhibit 99.1.

The exhibit is furnished, not filed, which affects how it is incorporated by reference. PepGen’s common stock trades on the Nasdaq Global Select Market under the symbol PEPG. The 8-K was signed by CFO Noel Donnelly.

PepGen Inc. (PEPG) reported Q3 results and strengthened liquidity following a September equity raise. The company ended September 30, 2025 with $163.7 million in cash, cash equivalents and marketable securities. Q3 net loss was $18.0 million (basic and diluted loss per share $0.52), driven by research and development expense of $13.4 million and general and administrative expense of $5.2 million.

In September 2025, PepGen completed an underwritten public offering, issuing 35,937,500 shares (including the underwriters’ option) for net proceeds of $107.6 million. With the improved cash position, management concluded that conditions raising substantial doubt about continuing as a going concern no longer exist and believes current resources will fund operations for at least 12 months; elsewhere the company indicates funding into the second half of 2027.

Clinical updates included PGN‑EDODM1 for DM1: the FREEDOM Phase 1 single‑dose study’s 15 mg/kg cohort showed a mean splicing correction of 53.7% and was generally well tolerated. Dose escalation will conclude at 15 mg/kg. The Phase 2 FREEDOM2 multiple‑dose study is open in Canada and the U.K., with initial 5 mg/kg cohort data expected in Q1 2026. Development of PGN‑EDO51 for DMD was discontinued in May 2025. Shares outstanding were 68,748,224 as of November 5, 2025.

PepGen Inc. approved a company‑wide repricing of underwater employee stock options, effective November 4, 2025. Eligible options under the 2020, 2022 and 2024 plans now carry a new exercise price of $4.53. To use the reduced price, employees must remain in service through a defined retention period that ends on the earliest of March 31, 2027 or a qualifying sale event under the applicable plan.

The repricing covers 3,557,903 option shares that previously had exercise prices ranging from $8.89 to $17.91. The Board approved the change on the recommendation of the Compensation Committee; CEO James McArthur recused himself from the vote as an interested director. The company states the goal is to retain and motivate employees during a critical stage, noting that approximately two‑thirds of employee options were underwater at approval.

PepGen Inc.'s Schedule 13G shows that a group of Viking Global entities and three named executives report beneficial ownership of 3,482,434 shares of PepGen common stock, representing 5.1% of the 68,737,224 shares outstanding following the issuer's underwritten offering that closed on September 26, 2025. The filing states the shares are directly owned by Viking Global Opportunities Illiquid Investments Sub-Master LP and are subject to shared voting and shared dispositive power among the reporting persons. The filing includes a joint filing agreement and certifications that the holdings were not acquired to change or influence control.

Oxford Science Enterprises plc reports beneficial ownership of 4,955,388 shares of PepGen Inc. common stock, representing 7.21% of the outstanding shares based on the issuer's stated total of 68,737,224 shares. The reporting person discloses sole voting and sole dispositive power over these shares and indicates the holdings were not acquired to influence control of the issuer.

The statement references the issuer's prospectus supplement for the share count used to calculate the percentage and otherwise confirms no group affiliations, no shared voting or dispositive powers, and that the position is held directly by Oxford Science Enterprises plc.