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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 2, 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.
Termination of 2024 Sales Agreement
As previously disclosed, on March 5, 2024, Praxis Precision Medicines, Inc.
(the “Company”) entered into an Open Market Sale AgreementSM (the “Original 2024 Sales Agreement”)
with Jefferies LLC (“Jefferies”), and on December 23, 2024, entered into Amendment No. 1 to the Original 2024 Sales
Agreement (the “2024 Sales Agreement Amendment”, and together with the Original 2024 Sales Agreement, the “2024 Sales
Agreement”) with Jefferies, pursuant to which the Company could offer and sell shares of its common stock, par value $0.0001 per
share (the “Common Stock”), having an aggregate offering price of up to $250 million from time to time through Jefferies,
acting as the sales agent (the “2024 ATM Program”).
On September 2, 2025, the Company delivered written notice to
Jefferies to terminate the 2024 Sales Agreement pursuant to Section 7(b) thereof, effective immediately. The Company is not
subject to any termination penalties related to the termination of the 2024 Sales Agreement. Pursuant to the 2024 Sales Agreement, the
Company has sold an aggregate of 1,368,176 shares of Common Stock for aggregate gross proceeds of approximately $86.2 million. As a result
of the termination of the 2024 Sales Agreement, the Company will not offer or sell any additional shares of Common Stock under the 2024
ATM Program.
A copy of each of the Original 2024 Sales Agreement and the 2024 Sales
Agreement Amendment were filed as Exhibit 1.2 and Exhibit 1.3, respectively, to the Company’s shelf registration statement
on Form S-3ASR (File No. 333-284016) filed with the Securities and Exchange Commission (the “Commission”) on December 23,
2024 and became immediately effective upon filing (the “Registration Statement”). The description of the 2024 Sales Agreement
contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the
copy of each of the Original 2024 Sales Agreement and the 2024 Sales Agreement Amendment filed as Exhibit 1.2 and Exhibit 1.3
to the Registration Statement, respectively.
Entry into the 2025 Sales Agreement
On September 5, 2025, the Company entered into a Sales Agreement
(the “2025 Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”) to sell shares of Common Stock with an
aggregate offering price of up to $250 million, from time to time, through an “at the market” equity offering program under
which TD Cowen will act as sales agent.
Under the 2025 Sales Agreement, the Company will set the parameters
for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations
on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the
terms and conditions of the 2025 Sales Agreement, TD Cowen may sell the shares by methods deemed to be an “at the market offering”
as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales
made through The Nasdaq Global Select Market, on any other existing trading market for the Common Stock or to or through a market maker.
The Company will pay TD Cowen a commission of up to 3.0% of the gross proceeds of any Common Stock sold through TD Cowen under the 2025
Sales Agreement, and also has provided TD Cowen with customary indemnification rights. The 2025 Sales Agreement may be terminated by either
party upon ten trading days’ prior written notice to the other party.
The sales of shares of Common Stock under the 2025 Sales Agreement
will be made pursuant to the Registration Statement, or one or more additional registration statements the Company may file with the Commission
from time to time, as such registration statements become effective. The Company filed a prospectus supplement with the Commission on
September 5, 2025 in connection with the offer and sale of the shares of Common Stock pursuant to the 2025 Sales Agreement.
The foregoing description of the material terms of the 2025 Sales Agreement
is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Latham & Watkins LLP, counsel to the Company, has issued an
opinion to the Company, dated September 5, 2025, regarding the validity of the shares of Common Stock to be issued and sold pursuant
to the 2025 Sales Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of
the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Exhibit Description |
| |
|
| 1.1 |
|
Sales Agreement, dated as of September 5, 2025, between Praxis Precision Medicines, Inc. and TD Securities (USA) LLC. |
| |
|
| 5.1 |
|
Opinion of Latham & Watkins, LLP. |
| |
|
| 23.1 |
|
Consent of Latham & Watkins, LLP (included in Exhibit 5.1). |
SIGNATURES
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: September 5, 2025 |
By: |
/s/ Marcio Souza |
| |
|
Marcio Souza |
| |
|
Chief Executive Officer |
