As filed with the Securities and Exchange Commission on October 19, 2022.
Registration No. 333–
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Prime Medicine, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2836 | 84-3097762 | ||||||||||||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) | ||||||||||||
Prime Medicine, Inc.
21 Erie Street
Cambridge, MA 02139
(617) 564-0013
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
offices)
Keith Gottesdiener, M.D.
President and Chief Executive Officer
Prime Medicine, Inc.
21 Erie Street
Cambridge, MA 02139
(617) 465-0013
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kingsley L. Taft Marishka DeToy Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 | Richard D. Truesdell, Jr. Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 | |||||||
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ⊠ File No. 333-267579
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||||||||||||
| Emerging growth company | ☒ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
II-1
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by Prime Medicine, Inc. (the “Registrant”) by 1,603,235 shares, 209,117 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for sale are in an amount and at a price that together represent not more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as an exhibit to the Initial Registration Statement (defined below). The contents of the Registration Statement on Form S-1, as amended (File No. 333-267579) (the “Initial Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on October 19, 2022, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
| Exhibit No. | Exhibit Index | |||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1* | ||||||||
| 107 | ||||||||
__________________
*Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-267579), originally filed with the Securities and Exchange Commission on September 23, 2022 and incorporated by reference herein.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Prime Medicine, Inc. has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 19th day of October, 2022.
| Prime Medicine, Inc. | |||||
| By: | /s/ Keith Gottesdiener | ||||
| Name: | Keith Gottesdiener | ||||
| Title: | President and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 19th day of October, 2022.
| Name | Title | |||||||
/s/ Keith Gottesdiener | President, Chief Executive Officer and Director (Principal Executive Officer) | |||||||
| Keith Gottesdiener | ||||||||
/s/ Carman Alenson | Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | |||||||
| Carman Alenson | ||||||||
* | Director | |||||||
| Robert Nelsen | ||||||||
* | Director | |||||||
| David Schenkein | ||||||||
* | Director | |||||||
| Thomas Cahill | ||||||||
* | Director | |||||||
| Michael Kelly | ||||||||
* | Director | |||||||
| Wendy Chung | ||||||||
* | Director | |||||||
| Kaye Foster | ||||||||
| *By: | /s/ Keith Gottesdiener | ||||
| Keith Gottesdiener | |||||
| Attorney-in-Fact | |||||
II-3
Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
Prime Medicine, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price(1) | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||||
| Fees to be Paid | Equity | Common Stock, $0.00001 par value per share | Rule 457(a) | 1,603,235(1) | $17.00(2) | $27,254,995.00 | $0.0001102 | $3,003.50(3) | ||||||||||||||||||
| Total Offering Amounts | $27,254,995.00 | $3,003.50 | ||||||||||||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||||||||||||
| Total Fees Offsets | — | |||||||||||||||||||||||||
| Net Fee Due | $3,003.50 | |||||||||||||||||||||||||
(1)Represents only the additional number of shares being registered and includes 209,117 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-267579).
(2)Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.
(3)The registrant previously registered securities at an aggregate offering price not to exceed $184,230,000 on a Registration Statement on Form S-1 (File No. 333-267579), which was declared effective by the Securities and Exchange Commission on October 19, 2022. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $17.00 per share is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.
Exhibit 5.1
October 19, 2022
Prime Medicine, Inc.
21 Erie Street
Cambridge, MA 02139
Re: Securities Registered under Registration Statement on Form S-1
We have acted as counsel to you in connection with your filing of (i) a Registration Statement on Form S-1 (File No. 333-267579) (as amended or supplemented, the “Initial Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”). This opinion letter is furnished to you in connection with your filing of the 462(b) Registration Statement, relating to the registration of the offering by Prime Medicine, Inc., a Delaware corporation (the “Company”) of up to 1,603,235 shares (the “Shares”) of the Company’s Common Stock, $0.00001 par value per share, including Shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the 462(b) Registration Statement and to the references to our firm under the caption “Legal Matters” in the Initial Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | |||||
| /s/ Goodwin Procter LLP | |||||
| GOODWIN PROCTER LLP | |||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated February 4, 2022, except for the effects of the reverse stock split discussed in Note 15 to the consolidated financial statements, as to which the date is October 13, 2022, relating to the financial statements, which appears in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-267579) of Prime Medicine, Inc. We also consent to the reference to us under the heading “Experts” in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-267579) incorporated by reference in this Registration Statement.
| /s/ PricewaterhouseCoopers LLP | ||
| Boston, Massachusetts | ||
| October 19, 2022 | ||