Prelude Therapeutics prices $90M stock offering
Prelude Therapeutics Incorporated has priced an underwritten equity offering to raise capital for its oncology pipeline and operations.
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Rhea-AI Filing Summary
Prelude Therapeutics Incorporated has priced an underwritten equity offering to raise capital for its oncology pipeline and operations. The company agreed to sell 18,018,014 shares of common stock at $4.44 per share and pre-funded warrants to purchase up to 2,252,252 shares at $4.4399 per warrant with a $0.0001 exercise price. Gross proceeds are expected to be about $90.0 million, with estimated net proceeds of approximately $85.5 million after fees and expenses. Prelude plans to use the funds mainly for general corporate purposes, including research, preclinical and clinical development, working capital, and capital expenditures, and currently expects its cash plus these proceeds to fund operations into the second quarter of 2028.
Insights
Prelude raises about $90M via stock and pre-funded warrants to extend its cash runway into Q2 2028.
Prelude Therapeutics entered an underwriting agreement to issue 18,018,014 common shares at $4.44 and pre-funded warrants for up to 2,252,252 shares at $4.4399 with a nominal exercise price. The deal runs off an existing Form S-3 shelf.
Estimated net proceeds are about $85.5 million, and management currently expects existing cash plus this capital to fund operations into the second quarter of 2028. The raise is led by RA Capital Management with participation from Soleus Capital and other healthcare-focused investors.
8-K Event Classification
Key Figures
Key Terms
pre-funded warrants financial
underwriting agreement financial
shelf registration statement regulatory
precision oncology medical
forward-looking statements regulatory
Offering Details
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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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).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 20, 2026, Prelude Therapeutics Incorporated (“Prelude”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Evercore Group L.L.C. as representatives (the “Representatives”) of the underwriters named therein, pursuant to which Prelude agreed to issue and sell an aggregate of (a) 18,018,014 shares of its voting common stock, par value $0.0001 per share (the “Common Stock”), at a price of $4.44 per share, and (b) pre-funded warrants to purchase up to 2,252,252 shares of its Common Stock (the “Pre-Funded Warrants”), at a price of $4.4399 per warrant with an exercise price of $0.0001 per share (the “Offering”). 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 the shelf registration statement on Form S-3 (File No. 333-279829) that was filed by Prelude with the Securities and Exchange Commission (“SEC”) on May 30, 2024, and declared effective by the SEC on June 10, 2024, and a related prospectus supplement.
Prelude estimates that the net proceeds from the Offering will be approximately $85.5 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Pre-Funded Warrants. Prelude intends to use the net proceeds from the Offering primarily for general corporate purposes, which may include funding research, preclinical and clinical development of its product candidates, increasing its working capital and capital expenditures. Based on Prelude’s preliminary estimates, Prelude expects its existing cash, cash equivalents, and investments, together with the anticipated net proceeds from the Offering, to fund its operations, research and clinical development into the second quarter of 2028. Prelude expects the Offering to close on April 21, 2026, subject to the satisfaction of customary closing conditions.
The Offering was led by new investor RA Capital Management with participation from Soleus Capital, as well as other new and existing healthcare dedicated investors.
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. The form of Pre-Funded Warrant to purchase Common Stock is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to such exhibit. A copy of the opinion of Morgan Lewis & Bockius LLP relating to the validity of the Common Stock and the Pre-Funded Warrants 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 April 20, 2026, Prelude issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Securities Act, the Securities Exchange Act of 1934, as amended, and of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to statements regarding the expected gross proceeds of the Offering, the anticipated use of net proceeds of the Offering and satisfaction of the closing conditions of the Offering. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” “schedule,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are predictions based on Prelude’s current expectations and projections about future events and various assumptions, including the cash runway and the satisfaction of
customary closing conditions related to the Offering. Although Prelude believes that the expectations reflected in such forward-looking statements are reasonable, Prelude cannot guarantee future events, results, actions, levels of activity, performance or achievements, and the timing and results of biotechnology development and potential regulatory approval is inherently uncertain. Forward-looking statements are subject to risks and uncertainties that may cause Prelude’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties related to Prelude’s ability to advance its product candidates, the receipt and timing of potential regulatory designations, approvals and commercialization of product candidates, clinical trial sites and our ability to enroll eligible patients, supply chain and manufacturing facilities, Prelude’s ability to maintain and recognize the benefits of certain designations received by product candidates, the timing and results of preclinical and clinical trials, Prelude’s ability to fund development activities and achieve development goals, Prelude’s ability to protect intellectual property, and other risks and uncertainties described under the heading “Risk Factors” in Prelude’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q and other documents that Prelude files from time to time with the SEC. These forward-looking statements in this Current Report on Form 8-K speak only as of the date hereof, and Prelude undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement dated April 20, 2026 | |
| 4.1 | Form of Pre-Funded Warrant | |
| 5.1 | Opinion of Morgan Lewis & Bockius LLP | |
| 23.1 | Consent of Morgan Lewis & Bockius LLP (contained in Exhibit 5.1) | |
| 99.1 | Pricing Press Release dated April 20, 2026 | |
| 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.
| PRELUDE THERAPEUTICS INCORPORATED | ||||||
| Date: April 20, 2026 | By: | /s/ Bryant Lim | ||||
| Bryant Lim | ||||||
| Chief Financial Officer and Chief Legal Officer | ||||||
Exhibit 99.1
Prelude Therapeutics Announces Pricing of $90.0 Million Underwritten Offering
WILMINGTON, Del. – (GLOBE NEWSWIRE) April 20, 2026 – Prelude Therapeutics Incorporated (Nasdaq: PRLD) (“Prelude” or the “Company”), a clinical-stage precision oncology company, today announced the pricing of its underwritten offering of 18,018,014 shares of its voting common stock (the “Common Stock”) at a price of $4.44 per share, and, in lieu of Common Stock to investors who so chose, pre-funded warrants to purchase up to 2,252,252 shares of its Common Stock at a price of $4.4399 per pre-funded warrant, which represents the per share offering price for the Common Stock less the $0.0001 per share exercise price for each such pre-funded warrant. Before deducting the underwriting discounts and commissions and estimated offering expenses, the total gross proceeds to Prelude are approximately $90.0 million. The offering is expected to close on or about April 21, 2026, subject to the satisfaction of customary closing conditions.
The offering was led by new investor RA Capital Management with participation from Soleus Capital, as well as other new and existing healthcare dedicated investors.
Goldman Sachs & Co. LLC, Evercore ISI and Citizens Capital Markets are acting as the joint book-running managers for the offering.
The Company intends to use the net proceeds from the offering primarily for general corporate purposes, which may include funding research, preclinical and clinical development of its product candidates, increasing its working capital and capital expenditures.
A registration statement on Form S-3 relating to these securities was filed with the Securities and Exchange Commission (“SEC”) on May 30, 2024, and was declared effective by the SEC on June 10, 2024. A prospectus supplement and accompanying prospectus relating to this offering will be filed with the SEC. These documents will be available on the SEC’s website at http://www.sec.gov. You can also obtain the prospectus supplement and accompanying prospectus by contacting Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com; or Citizens JMP Securities, LLC, 600 Montgomery Street, Suite 1100, San Francisco, CA 94111, by telephone at (415) 835-8985, or by email at syndicate@jmpsecurities.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Prelude Therapeutics
Prelude is a leading clinical-stage precision oncology company developing innovative medicines in areas of high unmet need for cancer patients. Its pipeline features highly selective KAT6A degraders and JAK2V617F mutant selective inhibitors — new approaches to clinically validated targets with transformative potential for patients. Prelude is leveraging its expertise in targeted protein degradation to create and develop next generation degrader antibody conjugates (DACs) with novel payloads. Prelude is on a mission to extend the promise of precision medicine to every cancer patient in need.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the satisfaction of customary closing conditions relating to the offering and sale of securities, Prelude’s ability to complete the offering, the anticipated gross proceeds from the offering and the intended use of the proceeds from the offering. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” “schedule,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are predictions based on the Company’s current expectations and projections about future events and various assumptions. Although Prelude believes that the expectations reflected in such forward-looking statements are reasonable, Prelude cannot guarantee future events, results, actions, levels of activity, performance or achievements, and the timing and results of biotechnology development and potential regulatory approval is inherently uncertain. Forward-looking statements are subject to risks and uncertainties that may cause Prelude’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties related to Prelude’s ability to advance its product candidates, the receipt and timing of potential regulatory designations, approvals and commercialization of product candidates, clinical trial sites and our ability to enroll eligible patients, supply chain and manufacturing facilities, Prelude’s ability to maintain and recognize the benefits of certain designations received by product candidates, the timing and results of preclinical and clinical trials, Prelude’s ability to fund development activities and achieve development goals, Prelude’s ability to protect intellectual property, and other risks and uncertainties described under the heading “Risk Factors” in Prelude’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q and other documents that Prelude files from time to time with the SEC. These forward-looking statements speak only as of the date of this press release, and Prelude undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.
Investor Contact:
Robert A. Doody, Jr.
Senior Vice President, Investor Relations
Prelude Therapeutics Incorporated
484.639.7235
rdoody@preludetx.com