Precision BioSciences, Inc. filed a Form 8-K on November 6, 2026, disclosing the pricing and terms of a public offering of common stock and pre-funded warrants entered into on November 5, 2026, with estimated net proceeds of approximately $116.5 million.

Key Highlights

  • Offering size: 10,235,077 shares of common stock priced at $7.75 per share, plus pre-funded warrants to purchase up to 5,893,964 shares at $7.749995 per warrant.
  • Estimated net proceeds: Approximately $116.5 million, after deducting underwriting discounts, commissions, and estimated offering expenses, and excluding any proceeds from exercise of the pre-funded warrants.
  • Underwriters: TD Securities (USA) LLC and Guggenheim Securities, LLC served as representatives of the several underwriters.
  • Intended use of proceeds: The company disclosed plans to fund continued research and development of PBGENE-HBV and PBGENE-DMD, and for working capital and general corporate purposes.
  • Expected closing: The closing of the offering was expected to occur on November 6, 2026, subject to customary closing conditions.
  • Registration: Shares and warrants are being sold under an effective shelf registration statement on Form S-3 (Registration No. 333-292478).

Precision BioSciences Enters Underwriting Agreement for November 2026 Public Offering

According to the filing, Precision BioSciences, Inc. (NASDAQ:DTIL) entered into an underwriting agreement on November 5, 2026, with TD Securities (USA) LLC and Guggenheim Securities, LLC as representatives of the underwriters. The offering covers 10,235,077 shares of common stock, par value $0.000005 per share, at $7.75 per share. In lieu of common stock, certain investors may instead purchase pre-funded warrants to acquire up to 5,893,964 shares at a price of $7.749995 per warrant, which the filing describes as representing "the per share offering price for the shares of Common Stock less the $0.000005 per share exercise price for each pre-funded warrant."

The company disclosed that estimated net proceeds from the offering will be approximately $116.5 million, after deducting underwriting discounts, commissions, and estimated offering expenses payable by the company, and excluding any proceeds the company may receive upon exercise of the pre-funded warrants. The company intends to use those proceeds to fund continued research and development of PBGENE-HBV and PBGENE-DMD, as well as for working capital and general corporate purposes.

The pre-funded warrants, the filing states, are exercisable at any time after their original issuance and carry a beneficial ownership limitation of 4.99% (or, at the holder's option upon issuance, 9.99%) of shares outstanding immediately after exercise. A holder may increase or decrease that limitation, provided it does not exceed 19.99%, with any increase becoming effective on the 61st day after notice is delivered to the company. The pre-funded warrants do not carry voting rights or other privileges of common stockholders. Latham & Watkins LLP issued a legal opinion regarding the validity of the shares, warrants, and underlying shares, filed as Exhibit 5.1.

What Was Disclosed

Precision BioSciences disclosed the pricing terms, structure, estimated net proceeds, intended use of proceeds, and key terms of the pre-funded warrants associated with its November 5, 2026 public offering, with closing expected November 6, 2026.