RA Capital fund swaps Prelude (PRLD) shares for pre-funded warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Prelude Therapeutics Inc disclosed that RA Capital Healthcare Fund, L.P., an entity associated with RA Capital Management, entered into an Exchange Agreement with the company. The Fund exchanged 1,407,000 shares of Common Stock for a Pre-Funded Warrant exercisable for up to 1,407,000 Common shares at an exercise price of $0.0001 per share, for no additional consideration.
The Pre-Funded Warrant is exercisable immediately, has no expiration date, and includes a 9.99% beneficial ownership cap that limits exercises if they would push the Fund and its attribution parties above that ownership level. Following the restructuring, the Fund indirectly held 6,475,882 shares of Common Stock and 1,407,000 Pre-Funded Warrants. RA Capital Management, its general partner, and individuals Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership except to the extent of their respective pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, Kolchinsky Peter, Shah Rajeev M.
Role
null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Pre-Funded Warrants (Right to Buy) | 1,407,000 | $0.00 | -- |
| Other | Common Stock | 1,407,000 | $0.00 | -- |
Holdings After Transaction:
Pre-Funded Warrants (Right to Buy) — 1,407,000 shares (Indirect, See footnotes);
Common Stock — 6,475,882 shares (Indirect, See footnotes)
Footnotes (1)
- On April 27, 2026, RA Capital Healthcare Fund, L.P. (the "Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Fund exchanged, for no additional consideration, 1,407,000 shares of the Issuer's Common Stock for a pre-funded warrant exercisable for up to 1,407,000 shares of the Issuer's Common Stock at an exercise price of $0.0001 per share (the "Pre-Funded Warrant"). Held directly by the Fund. RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, the Fund shall not be entitled to exercise the Pre-Funded Warrant to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the Fund, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
Key Figures
Common shares exchanged: 1,407,000 shares
Warrant underlying shares: 1,407,000 shares
Exercise price: $0.0001 per share
+3 more
6 metrics
Common shares exchanged
1,407,000 shares
Common Stock exchanged for Pre-Funded Warrant on April 27, 2026
Warrant underlying shares
1,407,000 shares
Pre-Funded Warrant exercisable into Common Stock
Exercise price
$0.0001 per share
Exercise price of the Pre-Funded Warrant
Common shares held after
6,475,882 shares
Indirect Common Stock holdings following the transaction
Beneficial ownership limit
9.99%
Cap on ownership after exercising the Pre-Funded Warrant
Pre-Funded Warrants held after
1,407,000 warrants
Indirect Pre-Funded Warrant position following the exchange
Key Terms
Exchange Agreement, Pre-Funded Warrant, beneficial ownership, pecuniary interest, +1 more
5 terms
Exchange Agreement financial
"entered into an Exchange Agreement with the Issuer pursuant to which the Fund exchanged"
Pre-Funded Warrant financial
"for a pre-funded warrant exercisable for up to 1,407,000 shares of the Issuer's Common Stock"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
beneficial ownership financial
"disclaims beneficial ownership of any of the reported securities, except to the extent"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein"
Attribution Parties financial
"together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99%"
FAQ
What transaction did RA Capital report in its Form 4 for Prelude Therapeutics (PRLD)?
RA Capital Healthcare Fund, L.P. exchanged 1,407,000 Prelude Therapeutics common shares for a Pre-Funded Warrant. The warrant is exercisable for up to 1,407,000 common shares at $0.0001 per share, with no additional consideration paid in the exchange.
What is the exercise price and expiration of the PRLD Pre-Funded Warrant held by RA Capital?
The Pre-Funded Warrant has an exercise price of $0.0001 per share and no expiration date. It is exercisable immediately, but exercises are restricted by a 9.99% beneficial ownership cap tied to the Fund and its attribution parties.
What is the 9.99% beneficial ownership limitation mentioned for PRLD’s Pre-Funded Warrant?
The 9.99% limit prevents the Fund from exercising the warrant if it would own over 9.99% of PRLD common stock. The cap applies to the Fund together with its defined “Attribution Parties,” based on total issued and outstanding shares after any exercise.
How many Prelude Therapeutics (PRLD) securities does RA Capital’s fund hold after this restructuring?
After the transaction, the Fund indirectly held 6,475,882 PRLD common shares and 1,407,000 Pre-Funded Warrants. These positions reflect the exchange of 1,407,000 common shares into a warrant with the same underlying share amount at a nominal exercise price.
Do Peter Kolchinsky and Rajeev Shah personally own the PRLD securities reported in this Form 4?
The filing states that Kolchinsky and Shah disclaim beneficial ownership of the reported PRLD securities except for their pecuniary interests. The holdings are attributed to RA Capital Healthcare Fund, L.P. and managed through RA Capital Management and its general partner entity.