Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, report beneficial ownership of 1,974,585 shares of Praxis Precision Medicines common stock, representing 9.69% of the outstanding class. The shares are directly held by Adage Capital Partners, L.P. and the percentage is calculated using an aggregate of 20,368,982 shares outstanding as reported by the company.
The filing shows shared voting and shared dispositive power for the reporting persons and no sole voting or dispositive power. It also certifies the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer. Reporting entities are organized in Delaware and the named individuals are U.S. citizens.
Positive
Material disclosure: Reporting persons hold 1,974,585 shares (9.69%), which exceeds the 5% disclosure threshold.
Passive stance certified: Filing states shares are held in the ordinary course of business and not to influence control.
Negative
None.
Insights
Adage holds a material 9.69% passive stake in PRAX; filing reports shared control and ordinary-course holding.
The disclosed position of 1,974,585 shares (9.69%) is above the 5% reporting threshold and therefore material from a disclosure standpoint. Because the report is filed on Schedule 13G and the signatory certifies the holdings are in the ordinary course of business and not for control, this indicates a passive reporting status rather than an active control intent. Investors should note the position size relative to the 20,368,982 share base used in the calculation; such a block is large enough to be influential in market liquidity and ownership concentration metrics, even if reported as passive.
Reported ownership is significant but the filing asserts no purpose to influence control; voting power is shared, not sole.
The filing documents shared voting and dispositive power of 1,974,585 shares and explicitly shows 0 sole voting or dispositive power. The certification language states the securities were not acquired to change or influence control, consistent with a 13G passive reporting posture. From a governance perspective, the presence of a nearly 10% holder warrants monitoring, but the filing provides no indication of proposals, nominations, or control actions tied to these holdings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Praxis Precision Medicines, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74006W207
(CUSIP Number)
06/30/2025
(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.
74006W207
1
Names of Reporting Persons
Adage Capital Management, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,974,585.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,974,585.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,974,585.00
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)
9.69 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
74006W207
1
Names of Reporting Persons
Robert Atchinson
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 STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,974,585.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,974,585.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,974,585.00
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)
9.69 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
74006W207
1
Names of Reporting Persons
Phillip Gross
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 STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,974,585.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,974,585.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,974,585.00
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)
9.69 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Praxis Precision Medicines, Inc.
(b)
Address of issuer's principal executive offices:
99 High Street, 30th Floor, Boston, MA 02110
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock") of Praxis Precision Medicines, Inc., a Delaware corporation (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Common Stock directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
74006W207
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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 20,368,982 shares of Common Stock outstanding as of April 30, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 2, 2025.
(b)
Percent of class:
9.69%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
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 acquired and are held in the ordinary course of business and 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.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
How many PRAX shares does Adage Capital report owning?
The filing reports 1,974,585 shares beneficially owned by the reporting persons.
What percentage of Praxis (PRAX) does that represent?
The reported position represents 9.69% of the class based on 20,368,982 shares outstanding used in the filing's calculation.
Who are the named reporting persons on the Schedule 13G/A for PRAX?
The statement is filed by Adage Capital Management, L.P. and lists Robert Atchinson and Phillip Gross as reporting persons.
Does Adage have sole voting or dispositive power over these PRAX shares?
No. The filing shows 0 sole voting power and 1,974,585 in shared voting power; similarly 0 sole dispositive power and 1,974,585 shared dispositive power.
Is this stake reported as intended to influence control of Praxis (PRAX)?
The certification states the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.
