Prelude Therapeutics Inc SEC Filings

Prelude Therapeutics (PRLD) announced an Exclusive Option Agreement with Incyte for its selective JAK2V617F JH2 inhibitor program in myeloproliferative neoplasms. The deal delivers $60 million in capital upfront, comprising $35 million in cash and a $25 million equity investment.

Incyte may exercise its option to acquire the program for $100 million during the defined Option Period, with up to $775 million in additional clinical and regulatory milestones and single-digit royalties, bringing total potential cash payments to up to $910 million. Concurrently, Incyte agreed to purchase 6,250,000 non‑voting shares at $4.00 per share, with registration rights for resale on a Form S‑3 after closing. Prelude plans to use proceeds to advance its pipeline, including KAT6A and JAK2V617F, and for general purposes. The company also reported leadership changes—its President and CMO, Jane Huang, M.D., resigned and will serve as a consultant—and a pause of clinical development for its first‑in‑class SMARCA2 degrader as part of a strategic portfolio shift.

Prelude Therapeutics (PRLD) reported an insider equity grant on a Form 4. On 10/17/2025, a director received 76,000 director stock options at an exercise price of $1.19 per share, expiring on 10/16/2035.

The award vests over three years at one‑thirty‑sixth per month, subject to continued service. Following the transaction, the reporting person beneficially owned 76,000 derivative securities, held directly.

Prelude Therapeutics (PRLD) reported an insider filing: a Form 3 initial statement of beneficial ownership tied to an event on 10/17/2025.

The filing identifies the reporting person as a Director and states in the remarks that no securities are beneficially owned. It was filed by one reporting person and signed by /s/ Bryant D. Lim, Attorney-in-Fact pursuant to an Exhibit 24 Power of Attorney. This sets the insider’s baseline ownership as of the reported date.

Prelude Therapeutics announced a Board transition. Mardi Dier, a Class III director, notified the Company of her resignation effective October 17, 2025, and her decision was not due to any disagreement on operations, policies, or practices.

Effective the same date, the Board appointed Katina Dorton, J.D., MBA as a Class III director and named her Chair of the Audit Committee. She will serve until the 2026 Annual Meeting of Stockholders and until a successor is elected and qualified. In line with director compensation policy, Ms. Dorton received non-incentive stock options to purchase up to 76,000 shares, vesting one‑thirty‑sixth monthly over three years, subject to continued service. The Company furnished a press release as Exhibit 99.1.

Jane Huang, President and CMO of Prelude Therapeutics Inc (PRLD), reported transactions on 10/04/2025 showing the vesting and withholding related to restricted stock units (RSUs). 9,375 RSUs became vested (transaction code M), creating a contingent right to the same number of common shares; those RSUs increased her direct ownership before withholding to 90,272 shares. The company withheld 3,355 shares to satisfy tax obligations at a withholding price of $1.47, leaving 86,917 shares beneficially owned after the taxable disposition. The filing notes the RSUs were granted on 05/02/2022 and follow a vesting schedule that began with 1/4 vesting on 04/04/2023 and quarterly vesting of the remainder while employment continues. The report is signed by an attorney-in-fact on 10/07/2025.

Prelude Therapeutics has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq notified the company on September 18, 2025 that its common stock once again meets the $1.00 per share minimum bid price requirement under Listing Rule 5550(a)(2).

This resolves the earlier deficiency notice received in March 2025 and closes the matter, removing the immediate risk of non-compliance with Nasdaq’s continued listing standards for the company’s common stock.

Prelude Therapeutics reported continued operating losses while advancing multiple oncology programs and managing liquidity constraints. For the six months ended June 30, 2025, the company recorded a $63.3 million net loss and had an accumulated deficit of $646.9 million. At June 30, 2025, cash, cash equivalents, restricted cash and marketable securities totaled $77.3 million, but management states these funds are insufficient to cover at least the next twelve months absent additional financing, and substantial doubt exists about the company’s ability to continue as a going concern.

Operationally, R&D and G&A decreased year-over-year to $54.6 million and $12.2 million for the six months, respectively, as clinical expenses and stock-based compensation moderated. Key program milestones include ongoing Phase 1/2 activity for SMARCA2 degraders (PRT3789 and oral PRT7732) and collaborations with AbCellera and Merck. The company also received a Nasdaq bid price deficiency notice with an initial compliance period through September 23, 2025, and maintains a $400 million shelf registration and a $75 million sales agreement capacity that could support future financing.

Prelude Therapeutics furnished a press release disclosing its financial results for the three months ended June 30, 2025, which is attached to this report as Exhibit 99.1. Management also prepared investor presentation materials intended for use in investor presentations and attached those materials as Exhibit 99.2. The filing notes an interactive data file is included as Exhibit 104.

The report emphasizes that the press release and presentation are being furnished, not filed, and therefore are not incorporated by reference into the company’s other securities filings. The 8-K itself does not include the underlying financial figures in its body; readers must review Exhibit 99.1 for the detailed results. The form is signed on the company’s behalf by Bryant Lim, Chief Legal Officer, Corporate Secretary, and Chief Financial Officer.