Prime Medicine, Inc. filed a Form 8-K on November 12, 2026, disclosing an underwritten public offering of 35,714,286 shares of common stock at $3.50 per share, with an Underwriting Agreement entered into on November 10, 2026.

Key Highlights

  • Offering size: 35,714,286 shares of common stock priced at $3.50 per share, with all shares sold by the company.
  • Overallotment option: Underwriters were granted a 30-day option to purchase up to an additional 5,357,142 shares at the public offering price, less underwriting discounts and commissions.
  • Estimated net proceeds: Approximately $134.7 million, assuming full exercise of the underwriters' option, after deducting underwriting discounts, commissions, and estimated offering expenses.
  • Intended use of proceeds: Primarily to advance the company's Wilson disease and alpha-1 antitrypsin deficiency programs and other research and development activities, with the remainder for working capital, capital expenditures, and general corporate purposes.
  • Expected closing: On or about November 12, 2026, subject to customary closing conditions.
  • Lead underwriters: Jefferies LLC, TD Securities (USA) LLC, and Goldman Sachs & Co. LLC, as representatives of the several underwriters.

Prime Medicine Enters Underwriting Agreement for November 2026 Public Offering

According to the filing, Prime Medicine, Inc. (NASDAQ:PRME) entered into an Underwriting Agreement on November 10, 2026, with Jefferies LLC, TD Securities (USA) LLC, and Goldman Sachs & Co. LLC acting as representatives of the several underwriters. The agreement covers an underwritten public offering of 35,714,286 shares of the company's common stock, par value $0.00001 per share, at a public offering price of $3.50 per share. The filing states that all shares in the offering are being sold by the company.

The company disclosed that it has granted the underwriters an option, exercisable in whole or in part for 30 days from the date of the Underwriting Agreement, to purchase up to an additional 5,357,142 shares at the public offering price, less underwriting discounts and commissions. The company estimates that net proceeds from the offering, including from full exercise of that option, will be approximately $134.7 million after deducting underwriting discounts, commissions, and estimated offering expenses payable by the company.

According to the filing, the company intends to use the net proceeds, together with its existing cash, cash equivalents, and short-term investments, "to primarily support the advancement of its Wilson disease and alpha-1 antitrypsin deficiency programs and other research and development activities, and the remainder for working capital, capital expenditures and other general corporate purposes." The offering is being made pursuant to a shelf registration statement on Form S-3ASR (File No. 333-291348), originally filed November 7, 2025, as amended and declared effective March 4, 2026. The filing contains forward-looking statements, which the company states are subject to risks and uncertainties described in its most recent Annual Report on Form 10-K and subsequent regulatory filings.

What Was Disclosed

Prime Medicine disclosed the entry into an Underwriting Agreement on November 10, 2026, covering a public offering of 35,714,286 shares at $3.50 per share, with estimated net proceeds of approximately $134.7 million (assuming full option exercise), to be used primarily for disease program advancement and research and development.