[SCHEDULE 13G/A] PepGen Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material disclosure of ownership: Oxford Science Enterprises plc reports a clear, direct stake of 4,955,388 shares (7.21%), meeting SEC disclosure thresholds
• Sole voting and dispositive power over the reported shares, indicating the holder can act independently on this position

Negative

• None.

Insights

Financial Analyst

TL;DR: A single UK investor holds a material ~7.2% stake in PepGen, a position meaningful for shareholder composition but not a controlling block.

Oxford Science Enterprises plc reports direct beneficial ownership of 4,955,388 shares, equal to 7.21% of PepGen's common stock using the issuer's stated share count. This stake exceeds common 5% reporting thresholds and therefore is material to shareholder structure. The filing shows sole voting and dispositive power, indicating Oxford can act independently on these shares. There is no indication of a group or coordinated ownership, and the filing affirms the position was not acquired to change or influence control.

Corporate Governance Expert

TL;DR: Ownership above 5% triggers disclosure and may give the investor influence in governance discussions, though it is not a controlling stake.

The report discloses direct control of the shares with no shared voting power and no group affiliation, simplifying governance implications. At 7.21% the holder could be influential in votes or nomination matters, particularly if other holders are fragmented, but the filing contains no statements of intent to seek control or to nominate directors. Certification language confirms the shares are not held for the purpose of changing control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

PepGen Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

713317105

(CUSIP Number)

09/30/2025

(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. 713317105

1

Names of Reporting Persons

Oxford Science Enterprises plc

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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,955,388.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,955,388.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,955,388.00

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)

7.2 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Row 11 is based on the quotient obtained by dividing (a) the aggregate number of Common Stock beneficially owned by Oxford Science Enterprises plc by (b) the 68,737,224 total shares of Common Stock outstanding as of September 26, 2025, as disclosed by the Issuer in its prospectus supplement dated September 24, 2025, and filed with the SEC on September 25, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PepGen Inc.
(b)	Address of issuer's principal executive offices: 321 Harrison Avenue, 8th Floor, BOSTON, MASSACHUSETTS, 02118
Item 2.
(a)	Name of person filing: Oxford Science Enterprises plc (the "Reporting Person")
(b)	Address or principal business office or, if none, residence: 46 Woodstock Road, Oxford OX2 6HT, United Kingdom
(c)	Citizenship: England, United Kingdom
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 713317105
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: 4,955,388
(b)	Percent of class: 7.21%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4,955,388
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 4,955,388
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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 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.

Oxford Science Enterprises plc

Signature:	/s/ Jim Wilkinson
Name/Title:	Chief Financial Officer
Date:	10/01/2025

FAQ

How many PepGen (PEPG) shares does Oxford Science Enterprises plc report owning?

Oxford reports owning 4,955,388 shares of PepGen common stock.

What percentage of PepGen (PEPG) does the reported stake represent?

The reported stake represents 7.21% of PepGen's common stock based on 68,737,224 shares outstanding stated by the issuer.

Does Oxford Science Enterprises plc share voting or dispositive power over the shares?

No. The filing discloses sole voting power and sole dispositive power over the 4,955,388 shares.

Is the reported position part of a group filing or held on behalf of another person?

No. The filing indicates no group affiliation and states ownership is not on behalf of another person.

Does the filing state the shares were acquired to influence control of PepGen (PEPG)?

No. The certification states the securities were not acquired and are not held to change or influence control of the issuer.