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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):
October 16, 2025
PRAXIS PRECISION MEDICINES, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39620 |
47-5195942 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
Praxis Precision Medicines, Inc.
99 High Street, 30th Floor
Boston, Massachusetts 02110
(Address of principal executive offices, including
zip code)
(617) 300-8460
(Registrant’s telephone number, including
area code)
Not Applicable
(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 |
|
Trade
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, $0.0001 par value per share |
|
PRAX |
|
The 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 8.01 Other Events.
On October 16, 2025, Praxis Precision Medicines, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities
(USA) LLC, Piper Sandler & Co. and Guggenheim Securities, LLC, as representatives of the several underwriters named in
Schedule A thereto (collectively, the “Underwriters”), relating to an underwritten offering of 3,025,480 shares (the
“Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and, in
lieu of Common Stock to certain investors, pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 318,470
shares of Common Stock (the “Offering”). The closing of the Offering is expected to take place on October 20, 2025,
subject to the satisfaction of customary closing conditions. All of the Shares and the Pre-funded Warrants are being sold by the
Company. The offering price of the Shares to the public is $157.00 per share, and the offering price of the Pre-funded Warrants to
the public is $156.9999 per underlying share, which equals the price per share of Common Stock being sold in this Offering, minus
$0.0001, the Pre-funded Warrants’ exercise price per share. The Company also granted the Underwriters an option to purchase up
to 501,592 additional shares of Common Stock within 30 days from the date of the Underwriting Agreement. On October 17, 2025,
the Underwriters exercised the option to purchase such additional shares in full. The net proceeds from the Offering are expected
to be approximately $567.0 million, after deducting underwriting discounts and
commissions and estimated offering expenses payable by the Company, and giving effect to the exercise of the Underwriters' option
to purchase additional shares. The Company does not intend to list the Pre-funded Warrants on The Nasdaq Global Select Market
(“Nasdaq”) or any other nationally recognized securities exchange or trading system.
The exercise price and the number of shares of Common Stock issuable
upon exercise of the Pre-funded Warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions,
stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. The Pre-funded Warrants are exercisable
from the date of issuance and may be exercised by means of a cashless exercise. Under the Pre-funded Warrants, the Company may not effect
the exercise of the Pre-funded Warrants, and a holder will not be entitled to exercise any portion of the Pre-funded Warrants that, upon
giving effect to such exercise, would result in: (i) the aggregate number of shares of Common Stock beneficially owned by such holder
(together with its affiliates) exceeding 4.99% (or 9.99%) of the number of shares of Common Stock outstanding immediately after giving
effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together
with its affiliates) exceeding 4.99% (or 9.99%) of the combined voting power of all of the Company’s securities outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-funded Warrants,
which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon 61 days’
notice to the Company.
In addition, in certain circumstances, upon a Fundamental Transaction
(as defined in the Pre-funded Warrants), a holder of the Pre-funded Warrants will be entitled to receive, upon exercise of the Pre-funded
Warrants, the kind and amount of securities, cash or other property that such holder would have received had it exercised the Pre-funded
Warrants immediately prior to the Fundamental Transaction without regard to any limitations on exercise contained in the Pre-funded Warrants.
The Company intends to use the net proceeds of the Offering, together
with the Company’s existing cash, cash equivalents and marketable securities, to continue the research and development activities
of its clinical-stage product candidates, and preparation activities for potential commercialization of its late-stage assets as well
as advancement of its earlier stage assets and for working capital and other general corporate purposes. Based on the planned use of proceeds
described above, the Company believes that the net proceeds from this Offering, together with its existing cash, cash equivalents and
marketable securities, will be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements into
2028. This estimate is based on assumptions that may prove to be incorrect, and the Company could utilize available capital resources
sooner than expected.
The Offering was made pursuant to a shelf registration statement on
Form S-3 ASR that was filed with the Securities and Exchange Commission (“SEC”) on December 23, 2024 and was immediately
effective upon filing (File No. 333-284016). A prospectus supplement relating to the Offering has been filed with the SEC.
The representations, warranties and covenants contained in the Underwriting
Agreement and the Pre-funded Warrants were made solely for the benefit of the parties thereto and may be subject to limitations agreed
upon by the contracting parties. Accordingly, the Underwriting Agreement and the Pre-funded Warrants are incorporated herein by reference
only to provide investors with information regarding the terms of the Underwriting Agreement and not to provide investors with any other
factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s
periodic reports and other filings with the SEC.
The foregoing descriptions of the Underwriting Agreement and the Pre-funded
Warrants are not complete and are qualified in their entireties by reference to the full text of the Underwriting Agreement and the Form of
Pre-funded Warrant, copies of which are filed as Exhibits 1.1 and 4.1, respectively, to this report and are incorporated by reference
herein.
A copy of the opinion of Latham & Watkins LLP relating to
the legality of the issuance and sale of the Shares, the Pre-funded Warrants and the shares of common stock issuable upon exercise of
the Pre-funded Warrants is attached as Exhibit 5.1 to this report.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding
the closing of the Offering, the Company’s intent not to list the Pre-funded Warrants on Nasdaq or any other nationally recognized
securities exchange or trading system, anticipated amount of net proceeds from the Offering, the intended use of such proceeds, and the
sufficiency of the net proceeds from the Offering and existing cash and cash equivalents to fund operating expenses and capital expenditure
requirements. The forward-looking statements included in this Current Report on Form 8-K are subject to a number of risks, uncertainties
and assumptions, including, without limitation, risks and uncertainties associated with market conditions, the satisfaction of customary
closing conditions related to the offering and other risks as described in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and other filings with
the SEC. These statements are based only on facts currently known by the Company and speak only as of the
date of this Current Report on Form 8-K. As a result, you are cautioned not to rely on these forward-looking statements and the Company
undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments
or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| |
|
| 1.1 |
|
Underwriting
Agreement, dated October 16, 2025, by and between Praxis Precision Medicines, Inc. and TD Securities (USA) LLC, Piper Sandler &
Co. and Guggenheim Securities, LLC, as representatives of the several underwriters named therein. |
| |
|
| 4.1 |
|
Form of
Pre-funded Warrant. |
| |
|
| 5.1 |
|
Opinion
of Latham & Watkins LLP. |
| |
|
| 23.1 |
|
Consent
of Latham & Watkins LLP (included in Exhibit 5.1). |
| |
|
| 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.
| |
PRAXIS PRECISION
MEDICINES, INC. |
| |
|
|
| Date: October 17, 2025 |
By: |
/s/ Marcio Souza |
| |
|
Marcio Souza |
| |
|
Chief Executive Officer |
