PEPG files underwriting agreement; proceeds to fund FREEDOM-DM1 and FREEDOM2-DM1

Rhea-AI Filing Summary

PepGen, Inc. (PEPG) disclosed an underwritten offering and related materials intended to fund its clinical programs and general corporate needs. The company says proceeds are expected to support the FREEDOM-DM1 and FREEDOM2-DM1 clinical trials and for working capital and other general corporate purposes. The filing references an initial registration statement filed June 28, 2024 and declared effective July 8, 2024. The company expects the offering to close on or about September 26, 2025, subject to customary closing conditions. Listed exhibits include an Underwriting Agreement dated September 24, 2025, legal opinion and consent from Goodwin Procter LLP, launch and pricing press releases dated September 24, 2025, and an Inline XBRL cover page. The form is signed by CFO Noel Donnelly on September 26, 2025.

Positive

• Designated use of proceeds for the FREEDOM-DM1 and FREEDOM2-DM1 clinical trials
• Underwriting Agreement and counsel opinion in place as of September 24, 2025, indicating transaction mechanics are advanced
• Pricing and launch press releases dated September 24, 2025 were issued, providing contemporaneous market disclosure

Negative

• Offering size, price, and security type not disclosed in the provided text, preventing assessment of dilution or capital sufficiency
• No net proceeds amount or definitive allocation is shown, so funding impact on runway is unclear

Insights

Corporate Finance Analyst

TL;DR: A scheduled underwritten offering aims to fund two clinical trials and corporate needs, with close targeted for September 26, 2025.

PepGen is raising capital via an underwritten offering with formal underwriting documentation and legal counsel opinions, which signals a traditional equity or debt capital raise structure. The explicit allocation of proceeds to FREEDOM-DM1 and FREEDOM2-DM1 indicates funding is intended primarily for ongoing clinical development and routine corporate purposes.

The lack of disclosed offering size, price, or security type in the filing means investors cannot assess dilution, funding sufficiency, or near-term cash runway from this disclosure alone. Watch for the pricing supplement and final prospectus supplement for concrete terms around the offering and expected net proceeds over the coming days to weeks.

Securities & Capital Markets Attorney

TL;DR: The filing lists standard underwriting and legal deliverables, including counsel opinion and consent, with associated press releases dated September 24, 2025.

The included exhibits—an Underwriting Agreement, opinion and consent of Goodwin Procter LLP, and pricing/launch press releases—are typical for a registered offering and reflect steps taken to meet SEC and market disclosure norms. The reference to an earlier registration statement declared effective on July 8, 2024 suggests this offering relies on that shelf registration.

Material offering terms are not in this excerpt; investors should examine the prospectus supplement and the pricing press release for definitive terms and any representations or indemnities in the underwriting agreement within days of the stated pricing and expected closing dates.

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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): September 24, 2025

PepGen Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41374		85-3819886
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

321 Harrison Avenue 8th Floor
Boston, Massachusetts		02118
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 781 797-0979

(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		PEPG		Nasdaq Global Select 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 1.01. Entry into a Material Definitive Agreement.

On September 24, 2025, PepGen Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and Stifel, Nicolaus & Company, Incorporated, as joint book-running managers (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 31,250,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $3.20 per share (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 4,687,500 shares of its Common Stock (the “Optional Shares”, and together with the Firm Shares, the “Shares”) at the public offering price, less underwriting discounts and commissions, which the Underwriters exercised in full on September 25, 2025. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-280570) that was initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 28, 2024, and declared effective by the SEC on July 8, 2024, and a related prospectus supplement.

The Company estimates that the net proceeds of this offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be $107.6 million after giving effect to the exercise in full of the Underwriters’ option to purchase additional shares. The Company currently intends to use the net proceeds from the Offering to fund the Company’s ongoing research and clinical development efforts, including the FREEDOM-DM1 and FREEDOM2-DM1 clinical trials, as well as for working capital and other general corporate purposes. The Company expects the Offering to close on or about September 26, 2025, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Goodwin Procter LLP, relating to the validity of the Shares in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On September 24, 2025, the Company issued a press release announcing the launch of the Offering. On September 24, 2025, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are filed as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement dated September 24, 2025.
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (contained in Exhibit 5.1).
99.1		Launch Press Release dated September 24, 2025.
99.2		Pricing Press Release dated September 24, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

				PEPGEN INC.
Date: September 26, 2025				By:		/s/ Noel Donnelly
						Noel Donnelly
						Chief Financial Officer

FAQ

What is PepGen (PEPG) offering and when is it expected to close?

The company disclosed an underwritten offering expected to close on or about September 26, 2025, subject to customary closing conditions.

What will PepGen use the offering proceeds for (PEPG)?

Stated uses include funding the FREEDOM-DM1 and FREEDOM2-DM1 clinical trials and for working capital and other general corporate purposes.

Are the offering terms (size and price) included in the filing for PEPG?

No. The provided content does not disclose offering size, price per share, or security type; those details should appear in the prospectus supplement or pricing press release.

Which legal documents and exhibits were filed with the 8-K?

Exhibits listed include an Underwriting Agreement dated September 24, 2025, an opinion and consent of Goodwin Procter LLP, launch and pricing press releases dated September 24, 2025, and an Inline XBRL cover page.

What registration statement supports the offering by PepGen?

The offering references an initial registration statement filed on June 28, 2024 that was declared effective on July 8, 2024.