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Item 9A. Controls and Procedures

2023-02-07 compared with 2022-02-28 · 670 added, 49 removed, 126 unchanged (85% of the section changed)

9 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Annual Report on Internal Control over Financial Reporting

3 unchanged sentences

Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in their attestation report included in this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Praxis Precision Medicines, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Praxis Precision Medicines, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Praxis Precision Medicines, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Praxis Precision Medicines, Inc.

as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2021, and the related notes and our report dated February 28, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 28, 2022

Other Information

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

The following table sets forth the name, age, and position of each of our current executive officers and directors as of February 3, 2023:

Name Age Position

Executive Officers:

Marcio Souza 43 President, Chief Executive Officer, Director

Timothy Kelly 50 Chief Financial Officer

Alex Nemiroff, J.D.

44 General Counsel, Corporate Secretary

Nicole Sweeny 48 Chief Commercial Officer

Non-Employee Directors:

Dean Mitchell(2)(4) 66 Chairman, Director

Jeffrey Chodakewitz, M.D.(3)(4) 67 Director

Merit Cudkowicz, M.D.(2)(4) 59 Director

Jill DeSimone(1)(2)(3) 67 Director

Gregory Norden(1)(2) 65 Director

William Young(1)(2)(3) 78 Director

_______________________________

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating and Corporate Governance Committee.

(4) Member of the Science and Technology Committee

Executive Officers

Marcio Souza has served as a member of our Board of Directors and our President and Chief Executive Officer since April 2020.

Prior to joining us, Mr.

Souza was at PTC Therapeutics, Inc., or PTC, where he served as its Chief Operating Officer from May 2017 to April 2020 and its Senior Vice President and Head of Product Strategy from July 2016 to May 2017.

Prior to joining PTC, Mr.

Souza served in positions of increasing responsibility at NPS Pharmaceuticals, Inc., Shire Human Genetic Therapies Inc.

and Sanofi Genzyme Corporation.

Souza has served on the board of directors of Aeglea BioTherapeutics, Inc.

AGLE) since June 2021.

From May 2019 to May 2020, Mr.

Souza also served on the board of directors of Clearpoint Neuro, Inc.

CLPT) (previously MRI Interventions, Inc.).

Souza received a degree in pharmacy and biochemistry with a specialization in toxicology and clinical analysis from the University of São Paulo and an M.B.A.

from Fundação Dom Cabral.

We believe Mr.

Souza is qualified to serve on our Board of Directors because of his business and leadership experience in the life sciences industry and his scientific background.

Timothy Kelly has served as our Chief Financial Officer since May 2021.

Prior to his role as Chief Financial Officer, Mr.

Kelly served as Chief Financial Officer of Foundation Medicine, Inc.

from 2019 to April 2021.

In this position, he led the finance and corporate management teams, providing strategic leadership and oversight for the corporate functions, which included accounting and tax, billing and reimbursement, procurement, corporate development, project management and financial planning and analysis.

Prior to his time at Foundation Medicine, Mr.

Kelly served in several finance roles of increasing responsibility at the F.

Hoffman-La Roche AG, or Roche, and Genentech (before being acquired by Roche in 2009) from 2003 to 2019, including finance and corporate services director for Roche Pharma in the United Kingdom from 2017 to 2019 and head of group strategic planning for the Roche Group in Switzerland from 2013 to 2017.

Kelly holds a B.A.

in economics from the College of William and Mary and an M.B.A.

from the Columbia Business School.

Alex Nemiroff, J.D., has served as our General Counsel since June 2020.

Prior to his role as General Counsel, Mr.

Nemiroff served as our Vice President of Legal from January 2020 to June 2020.

Nemiroff was also a co-founder of RogCon, Inc.

and RogCon U.R., Inc., and he has served as both entities’ Chief Executive Officer since inception in November 2015.

Nemiroff has experience working in commercial and securities litigation while at Greenberg Traurig LLP, and served as law clerk to the Honorable Paul C.

Huck of the United States District Court for the Southern District of Florida.

Nemiroff received a B.B.A from the University of Michigan’s Ross School of Business, and a J.D.

from Northwestern University School of Law.

Nicole Sweeny has served as our Chief Commercial Officer since August 2020.

Prior to joining us, Ms.

Sweeny was at Takeda Pharmaceutical Co.

Ltd., or Takeda, where she served as Vice President, Franchise Head, Rare Diseases from February 2019 to July 2020.

Prior to Takeda, Ms.

Sweeny served in several roles at Shire plc, a biopharmaceutical company acquired by Takeda, from August 2010 to January 2019, including Vice President, Head of US Marketing from September 2017 to January 2019 and Vice President, Global Product Strategy Lead from December 2016 to August 2017.

Prior to joining Shire, Ms.

Sweeny served in commercial positions of increasing responsibility at AMAG Pharmaceuticals, Inc.

and Sanofi Genzyme Corporation.

Sweeny received her B.S.

from Boston College.

Non-Employee Directors

Dean Mitchell has served as chairman of our Board of Directors since September 2020.

He served as executive chairman of the board of directors of Covis Pharma Holdings S.à.r.l., a specialty pharmaceutical company, from August 2013 until its sale in March 2020 and was chairman of PaxVax Corporation, a biotechnology company from January 2016 until its sale in October 2018.

Mitchell served as President and Chief Executive Officer of Lux Biosciences, Inc., a biotechnology company focusing on the treatment of ophthalmic diseases, from July 2010 to August 2013.

Prior to Lux Biosciences, he served as President and Chief Executive Officer of both Alpharma, Inc., a publicly traded specialty pharmaceutical company, from 2006 until its acquisition by King Pharmaceuticals, Inc.

in 2008, and Guilford Pharmaceuticals, Inc., a publicly traded pharmaceutical company focused in oncology and acute care, from 2004 until its acquisition by MGI Pharma Inc.

From 2001 to 2004, he served in various senior executive capacities in the worldwide medicines group of Bristol-Myers Squibb Company.

Prior to Bristol-Myers Squibb Company, he spent 14 years at GlaxoSmithKline plc, in assignments of increasing responsibility spanning sales, marketing, general management, commercial strategy and clinical development and product strategy.

Mitchell currently serves on the boards of directors of Theravance Biopharma, Inc.

TBPH), ImmunoGen Inc.

IMGN), Precigen Inc.

(formerly Intrexon Inc.) (NASDAQ:

PGEN) and Kinnate Biopharma Inc.

Mitchell holds an M.B.A.

from City University London and a B.Sc.

in Biology from Coventry University.

We believe Mr.

Mitchell is qualified to serve on our Board of Directors because of his management experience in the pharmaceutical and biotherapeutics industries and his experience as a president, chief executive officer and board member of multiple biotechnology companies.

Jeffrey Chodakewitz, M.D., has served as a member of our Board of Directors since April 2021.

Chodakewitz has served as an external senior advisor for Ascenta Capital, a life sciences investment firm, since December 2022.

He previously served as a senior advisor to Blackstone Life Sciences, a life sciences private equity firm from March 2019 to January 2022.

From April 2018 through March 2019, he served as Executive Vice President, Clinical Medicine and External Innovation, at Vertex Pharmaceuticals, Inc., or Vertex.

Prior to that role, Dr.

Chodakewitz held the roles of Chief Medical Officer and Executive Vice President, Global Medicines Development and Medical Affairs at Vertex from January 2014 to April 2018 and was a member of the Vertex Executive Committee.

Prior to Vertex, Dr.

Chodakewitz spent over 20 years at Merck & Co.

serving in several positions, including leadership roles as Head of Infectious Diseases and Vaccines Global Development, Senior Vice President of Global Scientific Strategy (infectious disease, respiratory & immunology), Vice President of Early-Stage Development and Senior Vice President of Late-Stage Development.

Chodakewitz currently serves on the boards of directors of Adicet Bio, Inc.

ACET), Freeline Therapeutics Holdings plc (NASDAQ:

FRLN) and Schrödinger, Inc.

(NASDAQ:SDGR).

Chodakewitz received a B.S.

in Biochemistry cum laude from Yale University and an M.D.

from the Yale University School of Medicine.

We believe Dr.

Chodakewitz is qualified to serve on our Board of Directors because of his extensive business and leadership experience working in the biotechnology industry.

Merit Cudkowicz, M.D., has served as a member of our Board of Directors since April 2021.

Cudkowicz has served as the Chief of Neurology at Massachusetts General Hospital since 2012 and is the Director of the Sean M.

Healey & AMG Center for ALS and Director and the Julieanne Dorn Professor of Neurology at Harvard Medical School.

A member of the National Academy of Medicine, she has led innovations to accelerate the development of treatments for people with neurological disorders such as ALS, including the first platform trial in ALS, and serving in a senior role in the research and development of the first antisense oligonucleotide treatment for a neurological

Cudkowicz is also the principal investigator of the Clinical Coordination Center for the National Institute of Neurological Disorders and Stroke’s Neurology Network of Excellence in Clinical Trials, or NeuroNEX.

Cudkowicz received a B.S.

in Chemical Engineering from Massachusetts Institute of Technology, an M.D.

from Harvard Medical School and a MSc.

in Clinical Epidemiology from Harvard School of Public Health.

We believe Dr.

Cudkowicz is qualified to serve on our Board of Directors because of her extensive medical background and experience.

Jill DeSimone has served as a member of our Board of Directors since May 2022.

DeSimone served as President of U.S.

Oncology at Merck & Co., Inc., or Merck, from 2014 to May 2022.

During her time at Merck, Ms.

DeSimone also temporarily served as Interim President of U.S.

Pharma to help navigate the business through the COVID-19 pandemic.

Prior to joining Merck, she served as Senior Vice President of Global Women’s Health at Teva Pharmaceutical Industries Ltd, or Teva, from 2012 to 2014.

Prior to her time at Teva, Ms.

DeSimone served in several roles of increasing responsibility at Bristol Myers Squibb from 1980 to 2012, including Senior Vice President of Oncology and Senior Vice President of Commercial Operations.

DeSimone serves on the board of directors of Oncternal Therapeutics (NASDAQ:

ONCT), Kinnate Biopharma Inc.

KNTE), effective March 1, 2023, and Affini-T Therapeutics, Inc., a private company.

She also serves as a board member for the Florida Cancer Specialists Foundation, a nonprofit organization that helps individuals with their essential living expenses while they undergo treatment for cancer.

DeSimone received a B.S.

in pharmacy from Northeastern University and completed a fellowship with the Wharton School of the University of Pennsylvania.

We believe Ms.

DeSimone is qualified to serve on the Board because of her leadership and extensive business experience in the pharmaceutical industry.

Gregory Norden has served as a member of our Board of Directors since March 2019.

Norden is the former Chief Financial Officer of Wyeth Pharmaceuticals Inc.

and has served as the Managing Director of G9 Capital Group LLC, which invests in early stage ventures and provides corporate advisory services, since 2010.

Norden currently serves on the boards of directors of Zoetis Inc.

ZTS), NanoString Technologies, Inc.

NSTG) and Royalty Pharma plc (NASDAQ:

Norden is a former director of Human Genome Sciences, Univision and Welch Allyn.

Norden received a B.S.

in Management and Economics from the State University of New York at Plattsburgh and an M.S.

in Accounting from LIU Post.

We believe Mr.

Norden is qualified to serve on our Board of Directors because of his background in finance and experience as a senior executive in the global healthcare and pharmaceutical industries, as well as his public company board experience.

William Young has served as a member of our Board of Directors since December 2016.

Young is a Senior Advisor with Blackstone Life Sciences, which he joined in November 2018.

Prior to its acquisition by Blackstone, Mr.

Young joined Clarus Ventures LLC in March 2010 and held various roles, including Venture Partner, Senior Advisor and portfolio company board member.

Prior to joining Clarus, Mr.

Young was chairman of the board of directors and Chief Executive Officer of Monogram Biosciences Inc.

from 2000 until its acquisition by Laboratory Corporation of America Holdings in 2009.

Previously, Mr.

Young spent 20 years at Genentech, Inc.

in roles of increasing responsibility, culminating as Chief Operating Officer from 1997 to 1999.

Young currently serves as the chairman of the board of directors of NanoString Technologies, Inc.

NSTG), and as a member of the board of directors of Theravance BioPharma, Inc.

TBPH) and Autolus Therapeutics plc (NASDAQ:

Young also served as the chairman of the board of directors of Annexon, Inc.

ANNX) from March 2017 to February 2021, and as a member of the boards of directors of Vertex Pharmaceuticals Inc.

VRTX) from May 2015 to June 2020 and BioMarin Pharmaceutical Inc.

BMRN) from September 2010 to November 2015.

Young was elected to the National Academy of Engineering in 1993 for his contributions to biotechnology.

Young received a B.S.

in Chemical Engineering from Purdue University and an M.B.A.

from Indiana University in Marketing and Finance and holds an honorary doctorate in Engineering from Purdue University.

We believe Mr.

Young is qualified to serve on our Board of Directors because of his scientific background, business experience and his service on the board of directors of other life sciences companies.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Code of Business Conduct and Ethics

We have a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A current copy of the code is posted on the corporate governance section of our website, which is located at https://investors.praxismedicines.com/corporate-governance/governance-overview.

If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Form 8-K.

Recommendation of Director Nominees by Stockholders

There have been no material changes to the procedures by which our stockholders may recommend nominees to the board of directors.

Audit Committee

Gregory Norden, Jill DeSimone and William Young serve on the Audit Committee, which is chaired by Gregory Norden.

Our Board of Directors has determined that Gregory Norden, Jill DeSimone and William Young are “independent” for audit committee purposes as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and each has sufficient knowledge in financial and auditing matters to serve on the audit committee.

Our Board of Directors has designated Gregory Norden as an “audit committee financial expert,” as defined under the applicable rules of the SEC.

Executive Compensation

The information required by this Item 11 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Our compensation programs are designed to:

• provide a fair, flexible and market-based total compensation package;

• attract, motivate, incentivize and retain key management personnel who contribute to our short and long-term success;

• emphasize performance-based total compensation that is aligned with the external market and rewards the achievement of our business objectives and key results;

• effectively align the interests of our executives with those of our stockholders by focusing on long-term equity incentives that correlate to the growth of sustainable long-term value for our stockholders.

The Compensation Committee of our Board of Directors, which is comprised entirely of independent directors, is responsible for discharging our Board of Directors’ responsibilities relating to compensation of our executive officers, overall compensation structure, policies and programs, and our processes and procedures for the consideration and determination of executive compensation.

The Chief People Officer and Chief Executive Officer develop preliminary recommendations regarding compensation matters with respect to all executive officers, other than the Chief Executive Officer, and provide these recommendations to the Compensation Committee.

The Compensation Committee reviews management’s preliminary recommendations and makes final compensation decisions.

Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies.

The Compensation Committee engaged Frederic W.

Cook & Co., Inc., or FW Cook, as its independent compensation consultant to provide objective analysis, advice and recommendations on executive officer pay in connection with the Compensation Committee’s decision-making process for 2022.

During 2022, FW Cook did not provide services to us other than the services to our Compensation Committee described herein.

Our Compensation Committee performs an annual assessment of its compensation consultants’ independence to determine whether the consultants are independent.

Based on its evaluation, the Compensation Committee has determined that FW Cook is independent and that its work has not raised any conflicts of interest.

The compensation provided to our named executive officers for the fiscal year ended December 31, 2022 is detailed in the 2022 Summary Compensation Table and accompanying footnotes and narrative that follow.

Our named executive officers for the fiscal year ended December 31, 2022 were:

• Marcio Souza, our President and Chief Executive Officer;

• Timothy Kelly, our Chief Financial Officer;

• Nicole Sweeny, our Chief Commercial Officer;

• Bernard Ravina, M.D., our former Chief Medical Officer

We are a “smaller reporting company” as that term is used under the rules promulgated under the Securities Act of 1933, as amended, and as such have used the reduced compensation disclosure requirements applicable to smaller reporting companies consistent with SEC rules.

2022 Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers for services rendered to us in all capacities during the fiscal years indicated.

Name and Principal Position Year Salary ($) Bonus

($)(1) Option

($)(1) Non-Equity

Incentive Plan

($)(2) All Other

($)(3) Total ($)

President and Chief Executive Officer

2022 625,000 — 1,340,140 3,649,420 375,000 38,518 6,028,078

2021 570,834 — 2,773,584 6,883,800 646,875 30,727 10,905,820

Timothy Kelly

Chief Financial Officer

2022 465,000 — 434,640 1,235,085 148,800 19,688 2,303,213

Nicole Sweeny

Chief Commercial Officer

2022 450,000 — 434,640 1,235,085 144,000 20,031 2,283,756

2021 393,334 — 882,504 2,193,280 240,000 18,738 3,727,856

Bernard Ravina, M.D.

Former Chief Medical Officer(4)

2022 287,249 416,667(5) 431,366 1,226,158 — 402,314 2,763,754

2021 466,667 — 1,287,616 2,451,050 285,000 18,838 4,509,171

_________________________

(1) The amounts reported represent the aggregate grant date fair value of the stock options and restricted stock units awarded to the named executive officers during the year indicated, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, ASC, Topic 718.

Such grant date fair values do not take into account any estimated forfeitures.

The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 to our consolidated financial statements in this Annual Report.

The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the named executive officers upon the exercise of the stock options, vesting or settlement of restricted stock units or any sale of the underlying shares of common stock.

Ravina, the 2022 amount reported also includes $32,946 in the Stock Awards column and $85,433 in the Option Awards column, representing the incremental fair value attributable to modifications made to his equity awards in 2022.

(2) The amounts reported represent actual bonuses earned for performance during the applicable year by our named executive officers based upon the achievement of our corporate objectives for such year, as described under “Narrative to Summary Compensation Table — Annual Bonus.” For 2022, the Board of Directors elected to offer the named executive officers the ability to receive up to 100% of their 2022 annual bonuses in the form of fully vested options to purchase shares of our common stock issued under our 2020 Stock Option and Incentive Plan.

Souza elected to receive 100% of his 2022 annual bonus in the form of options and was issued an option to purchase 213,975 shares on January 12, 2023.

Kelly elected to receive 50% of his 2022 annual bonus in the form of options and was issued an option to purchase 42,455 shares on January 12, 2023.

Sweeny elected to receive 50% of her 2022 annual bonus in the form of options and was issued an option to purchase 41,085 shares on January 12, 2023.

(3) Amounts reported for 2022 include cell phone reimbursement, tax gross ups on taxable long-term disability and tax gross up for wellness benefit, as well as discretionary matching company contributions under our 401(k) plan.

Souza, the amounts reported also include reimbursement for premiums and a tax gross up on a supplemental long-term disability and life insurance policy owned by him.

Ravina, the 2022 amount reported also includes the Company paid portion of his premiums for continued participation in the Company's group health plans following his resignation and a cash payment equal to nine months of base salary in accordance with his transition agreement with the Company, as described under "Narrative to Summary Compensation Table - Employment Arrangements with our Named Executive Officers."

Ravina resigned as our Chief Medical Officer effective August 1, 2022.

The amount reported in the salary column for 2022 is comprised of $287,249 in base salary earned by Dr.

Ravina prior to his resignation.

Ravina received a retention bonus pursuant to a retention incentive award letter agreement, as described under "Narrative to the 2022 Summary Compensation Table."

Narrative to the 2022 Summary Compensation Table

Base Salaries

Each named executive officer’s base salary is a fixed component of annual compensation for performing specific duties and functions, and has been established by our Board of Directors or Compensation Committee taking into account each individual’s role, responsibilities, skills and expertise.

Base salaries are reviewed annually, typically in connection with our annual performance review process, approved by our Compensation Committee or our Board of Directors and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Effective January 1, 2022, the annual base salaries for Mr.

Sweeny and Dr.

Ravina were $625,000 (increased from $575,000), $465,000 (increased from $425,000), $450,000 (increased from $400,000), and $489,250 (increased from $475,000), respectively.

For the fiscal year ended December 31, 2022, each of our named executive officers was eligible to earn an annual bonus based on the achievement of certain pre-determined corporate performance objectives and individual performance.

For the 2022 annual bonus program, corporate performance objectives generally related to delivering on financial and compliance performance milestones, establishing a leading central nervous system portfolio, generating a neurology pipeline anchored on human genetics and continuing our transformation as a best-in-class biotechnology company, as well as incorporating individual objectives associated with an executive’s area of primary responsibility within our organization.

During 2022, the target annual bonuses for Mr.

Sweeny and Dr.

Ravina were 75%, 40%, 40% and 40% of their base salary, respectively.

The annual bonus earned by each named executive officer with respect to the fiscal year ended December 31, 2022 is reported under the “Non-Equity Incentive Plan Compensation” column in the “2022 Summary Compensation Table” above and was determined based upon achievement of the corporate performance objectives at 80% of target and achievement of individual performance objectives.

Equity Compensation

We believe that equity grants provide our executives with a strong link to our long-term performance, bolster an ownership culture and help to align the interests of our executives and our stockholders.

In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period.

Accordingly, our Compensation Committee or Board of Directors periodically reviews the equity incentive compensation of our named executive officers and considers equity awards to be a key component of the annual compensation program, representing long-term alignment with stockholders.

Our named executive officers have been granted certain options to purchase shares of our common stock and restricted stock units relating to our common stock, as described in more detail in the “Outstanding Equity Awards at 2022 Fiscal Year-End” table below.

Employment Arrangements with our Named Executive Officers

We have employment agreements with Mr.

Kelly and Ms.

Sweeny, which we refer to as the Employment Agreements.

The Employment Agreements provide for specified payments and benefits in connection with a termination of employment in certain circumstances.

The material terms of the Employment Agreements with Mr.

Kelly and Ms.

Sweeny are summarized below.

Marcio Souza.

Under the Employment Agreement with Mr.

Souza has continued to serve as our President and Chief Executive Officer on an at-will basis.

Souza’s current annual base salary is $625,000, which is subject to annual review, and he is eligible to earn an annual bonus with a target amount equal to 75% of his base salary.

Souza is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

Under the Employment Agreement with Mr.

Kelly has continued to serve as our Chief Financial Officer on an at-will basis.

Kelly’s current annual base salary is $465,000, which is subject to annual review, and he is eligible to earn an annual bonus with a target amount equal to 40% of his base salary.

Kelly is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

Nicole Sweeny.

Under the Employment Agreement with Ms.

Sweeny has continued to serve as our Chief Commercial Officer on an at-will basis.

Sweeny’s current annual base salary is $450,000, which is subject to annual review, and she is eligible to earn an annual bonus with a target amount equal to 40% of her base salary.

Sweeny is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

Pursuant to the Employment Agreements, in the event that Mr.

Kelly's or Ms.

Sweeny’s employment is terminated by us without “cause” or Mr.

Sweeny resigns for “good reason” (as defined in the Employment Agreements), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, Mr.

Sweeny, as applicable, (i) will be entitled to receive base salary continuation for nine months (12 months for Mr.

Souza) following termination, and (ii) subject to the executive’s co-payment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, we will cover the portion of the premium amount equal to the amount that we would have paid to provide health insurance to the executive had such executive remained employed with us until the earliest of (A) nine months (12 months for Mr.

In lieu of the payments and benefits described in the preceding sentence, in the event Mr.

Kelly's or Ms.

Sweeny’s employment is terminated by us without cause or Mr.

Sweeny resigns for good reason, in either case on or within 12 months following a “change of control” (as defined in the Employment Agreements), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, (i) the executive will be entitled to receive a lump sum in cash equal to one times (1.5 times for Mr.

Souza) the sum of (A) the executive’s then-current annual base salary (or the executive’s annual base salary in effect immediately prior to the change of control, if higher) plus (B) the executive’s target annual cash incentive compensation for the year of termination (or the executive’s target annual cash incentive compensation in effect immediately prior to the change of control, if higher), (ii) subject to the executive’s co-payment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, we will cover the portion of the premium amount equal to the amount that we would have paid to provide health insurance to the executive had such executive remained employed with us until the earliest of (A) 12 months (18 months for Mr.

Souza) following termination, (B) the executive’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of the executive’s COBRA health continuation period, and (iii) the vesting of 100% of all stock options and other stock-based awards subject solely to time-based vesting held by the executive shall be accelerated.

The payments and benefits provided to each of the executives in connection with a change of control may not be eligible for a federal income tax deduction for the company pursuant to Section 280G of the Code and may subject the executive to an excise tax under Section 4999 of the Code.

If the payments or benefits payable to the executive in connection with a change of control would be subject to the excise tax on golden parachutes imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the executive.

Bernard Ravina, M.D.

Under the Employment Agreement with Dr.

Ravina was entitled to the same severance and change of control benefits as Mr.

Kelly and Ms.

Sweeny described above.

Ravina resigned as our Chief Medical Officer effective August 1, 2022 and transitioned to a role as strategic advisor to the Company.

In connection with his resignation, and subject to the Company’s receipt of a general release of claims and pursuant to the terms of a transition agreement, Dr.

Ravina is entitled to receive (i) a cash payment equal to nine months of his base salary, to be paid in equal installments over the nine-month period ending May 1, 2023;

(ii) continued time-based vesting of the unvested portions of Dr.

Ravina’s outstanding equity awards during the period in which Dr.

Ravina provides advisory services to the Company;

and (iii) continued health insurance coverage (to the extent permitted under applicable law and the terms of the Company’s health insurance plan) during the period in which Dr.

Ravina provides advisory services to the Company at the same cost as immediately before his resignation.

On August 30, 2021, we entered into a retention incentive award letter agreement with Dr.

Ravina pursuant to which Dr.

Ravina was entitled to receive a retention bonus, subject to Dr.

Ravina’s continued employment with the Company, among other specified conditions.

Pursuant to the agreement, Dr.

Ravina received a lump sum payment of $333,333 in April 2022 and $27,778 per month for each of the three months thereafter that he was employed by us.

Ravina forfeited his rights to any unearned portion of the retention bonus when he resigned in August 2022.

Outstanding Equity Awards at 2022 Fiscal Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2022.

Each of the awards set forth in the table below was granted under our 2017 Stock Incentive Plan or our 2020 Stock Option and Incentive Plan.

Option Awards Stock Awards

Date Number of

(1) Number of

Unexercisable

Price ($) Option

Date Number of shares or units of stock that have not vested (#)(2) Market Value of shares of units of stock that have not vested ($)

Marcio Souza 04/20/2020 636,897 318,452 5.59 06/04/2030 — —

09/08/2020 578,264 449,773 8.91 09/13/2030 — —

02/12/2021 84,700 100,100 52.53 02/12/2031 39,600 94,248

01/07/2022 — 259,000 18.11 01/07/2032 74,000 176,120

06/22/2022 — 100,000 2.12 06/22/2032 — —

Tim Kelly 05/25/2021 79,166 120,834 19.46 05/25/2031 — —

01/07/2022 — 84,000 18.11 01/07/2032 24,000 57,120

06/22/2022 — 65,000 2.12 06/22/2032 — —

Nicole Sweeny 08/10/2020 133,618 95,447 8.27 08/18/2030 — —

02/12/2021 26,986 31,894 52.53 02/12/2031 12,600 29,988

01/07/2022 — 84,000 18.11 01/07/2032 24,000 57,120

06/22/2022 — 65,000 2.12 06/22/2032 — —

Bernard Ravina, M.D.

08/21/2018 44,644 — 2.27 10/16/2028 — —

05/28/2020 51,990 28,517 5.59 06/03/2030 — —

09/08/2020 52,569 40,888 8.91 09/12/2030 — —

02/12/2021 30,158 35,642 52.53 02/12/2031 14,100 33,558

01/07/2022 — 77,000 18.11 01/07/2032 22,000 52,360

06/22/2022 — 65,000 2.12 06/22/2032 — —

_________________________

(1) The stock options vest over four years, with 25% of the total shares vesting on the first anniversary of the vesting commencement date and the remainder vesting in 36 approximately equal monthly installments.

(2) Represents restricted stock units that vest in equal annual installments on each of the first four anniversaries of the vesting commencement date.

Pay Versus Performance

In accordance with the SEC’s disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined “Compensation Actually Paid,” or CAP.

Also required by the SEC, this section compares CAP to various measures used to gauge performance at Praxis.

Compensation decisions at Praxis are made independently of disclosure requirements.

CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in the overview of the executive compensation program, not in replacement.

Pay versus Performance Table - Compensation Definitions

Salary, Bonus, Non-Equity Incentive Plan Compensation, and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT, or Summary Compensation Table, values.

The primary difference between the calculation of CAP and SCT total compensation is “Stock Awards” and “Option Awards.”

SCT Total CAP

Stock and Option Awards Grant date fair value of stock and option awards granted during the year Year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year

Pay Versus Performance Table

In accordance with the SEC’s new PVP rules, the following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021 and 2022, and our financial performance for each such fiscal year:

Summary Compensation Table Total for PEO ($)

Compensation Actually Paid to PEO ($)(2)(3) Average Summary Compensation Table Total for Non-PEO NEOs ($)

Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) Value of Initial Fixed $100 Investment Based on:

Total Shareholder Return ($)

Net Income ($)(4)

2022 6,028,078 -17,643,206 2,450,241 -1,595,040 4.33 -214

2021 10,905,820 -62,152,872 4,118,514 -6,315,773 35.81 -167

_________________________

(1) The PEO (CEO) in both reporting years is Marcio Souza.

The non-PEO NEOs in the 2022 reporting year are Tim Kelly, Nicole Sweeny, and Bernard Ravina.

The non-PEO NEOs in the 2021 reporting year are Nicole Sweeny and Bernard Ravina.

(2) The CAP was calculated beginning with the PEO’s SCT total.

Thee following amounts were deducted from and added to the applicable SCT total compensation:

SCT Total Stock Awards Deducted from SCT Stock Awards Added to CAP Stock Option Awards Deducted from SCT Stock Option Awards Added to CAP Total CAP

A B C D E A - (B + D) + (C + E)

2022 6,028,078 1,340,140 -600,172 3,649,420 -18,081,552 -17,643,206

2021 10,905,820 2,773,584 1,040,160 6,883,800 -64,441,468 -62,152,872

Average Non-PEO NEO

2022 2,450,241 433,549 -131,979 1,232,109 -2,247,645 -1,595,040

2021 4,118,514 1,085,060 406,923 2,322,165 -7,433,985 -6,315,773

(3) The fair value of stock options reported for CAP purposes in columns (C) and (E) is estimated using a Black-Scholes option pricing model for the purposes of this PVP calculation in accordance with the SEC rules.

This model uses both historical data and current market data to estimate the fair value of options and requires several assumptions.

The assumptions used in estimating fair value for awards granted during 2021-2022 are as follows:

Grant Year 2022 2021

Volatility 86.34 – 90.35% 86.71 – 92.49%

Expected life (in years) 2.16 – 9.02 years 2.80 – 9.12 years

Expected dividend yield 0.00% 0.00%

Risk-free rate 1.21 – 4.22% 0.29 – 1.50%

(4) Values shown are in millions.

Narrative Disclosure to Pay Versus Performance

Relationship between Pay and TSR

The graphs below reflect the relationship between the PEO and Average Non-PEO NEO CAP and the Company’s cumulative indexed Total Shareholder Return, or TSR, (assuming an initial fixed investment of $100) for the fiscal years ended December 31, 2021 and 2022:

CEO Pay vs Performance:

Total Shareholder Return (12/31/20 to 12/31/22)

Average Other NEO Pay vs Performance:

Total Shareholder Return (12/31/20 to 12/31/22)

Relationship between Pay and Net Income (GAAP)

The graph below reflects the relationship between the PEO and Average Non-PEO NEO CAP and the Company’s GAAP Net Income for the applicable reporting year.

Director Compensation

Non-Employee Director Compensation Policy

Our non-employee director compensation policy enables us to attract and retain, on a long-term basis, highly qualified non-employee directors.

Under the policy, each director who is not an employee is paid cash compensation as set forth below:

Annual Retainer

Board of Directors:

Members $40,000

Additional retainer for non-executive chair $30,000

Audit Committee:

Members (other than chair) $8,000

Retainer for chair $16,000

Compensation Committee:

Members (other than chair) $6,000

Retainer for chair $12,000

Nominating and Corporate Governance Committee:

Members (other than chair) $4,000

Retainer for chair $8,000

Science & Technology Committee:

Members (other than chair) $4,000

Retainer for chair $8,000

In addition, the non-employee director compensation policy provides that, upon initial election to our Board of Directors, each non-employee director will be granted an option to purchase a number of shares equal to 0.1% of the total number of shares of our common stock issued and outstanding on the grant date, or the Initial Grant.

The Initial Grant vests in equal monthly installments over three years from the grant date, subject to continued service as a director through the applicable vesting date.

Furthermore, each non-employee director who continues as a non-employee director following the Annual Meeting will be granted an annual option to purchase a number of shares equal to 0.05% of the total number of shares of our common stock issued and outstanding on the grant date, or the Annual Grant.

The Annual Grant vests in 12 equal monthly installments, subject to continued service as a director through the applicable vesting date.

Such awards are subject to full accelerated vesting upon the sale of the company.

We reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board of Directors and committees.

2022 Director Compensation Table

The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors during the year ended December 31, 2022.

Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to or pay any other compensation to any of the non-employee members of our Board of Directors in 2022 for their services as members of the Board of Directors.

Name Fees Earned or Paid in Cash ($) Option

($)(1)(2) All Other

($) Total ($)

Jeffrey Chodakewitz, M.D.

49,543 142,821 — 192,364

Merit Cudkowicz, M.D.

54,000 142,821 — 196,821

Jill DeSimone(3) 31,991 335,325 — 367,316

Dean Mitchell 80,000 142,821 — 222,821

Stefan Vitorovic(4) 34,543 142,821 — 177,364

Gregory Norden 62,000 142,821 — 204,821

William Young 64,000 142,821 — 206,821

_____________________

(1) The amount reported represents the aggregate grant date fair value of stock options awarded during fiscal year 2022, calculated in accordance with FASB ASC Topic 718.

Such grant date fair values do not take into account any estimated forfeitures.

The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 of our consolidated financial statements included in this Annual Report.

The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock options or any sale of the underlying shares of common stock.

(2) As of December 31, 2022, Dr.

Chodakewitz held options to purchase 61,332 shares of our common stock, Dr.

Cudkowicz held options to purchase 61,332 shares of our common stock, Ms.

DeSimone held options to purchase 45,511 shares of our common stock, Mr.

Mitchell held options to purchase 110,516 shares of our common stock, Mr.

Norden held options to purchase 144,620 shares of our common stock and Mr.

Young held options to purchase 147,250 shares of our common stock.

DeSimone was appointed as a member of our Board of Directors in May 2022.

Vitorovic resigned as a director in August 2022.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information as of December 31, 2022 regarding shares of common stock that may be issued under our equity compensation plans, consisting of our 2017 Stock Incentive Plan, our 2020 Stock Option and Incentive Plan and our 2020 Employee Stock Purchase Plan.

Plan Category Number of securities to be issued upon exercise of outstanding options, restricted stock units and rights

Weighted Average exercise price of outstanding options

Number of securities remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a))

Equity compensation plans approved by security holders:

9,581,978(1) $13.93(2) 2,490,877(3)

Equity compensation plans not approved by security holders:

Total 9,581,978 $13.93 2,490,877

_____________________

(1) Includes 8,838,028 shares of common stock issuable upon the exercise of outstanding options and 743,950 shares subject to restricted stock units that will entitle the holder to one share of common stock for each unit that vests.

(2) The calculation does not take into account the 743,950 shares of common stock subject to outstanding restricted stock units.

Such shares will be issued at the time the restricted stock unit vests, without any cash consideration payable for those shares.

(3) As of December 31, 2022, there were no shares available for grant under the 2017 Stock Incentive Plan, 1,650,955 shares available for grants under the 2020 Stock Option and Incentive Plan and 839,922 shares available for grants under the 2020 Employee Stock Purchase Plan (of which 283,861 shares were subject to outstanding purchase rights).

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information known to us regarding beneficial ownership of our capital stock outstanding as of February 3, 2023 for:

• each person, or group of affiliated persons, who is known by us to be the beneficial owner of five percent or more of our outstanding common stock;

• each of our directors;

• each of our named executive officers;

• all of our current directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities as well as any shares of common stock that the person has the right to acquire within 60 days of February 3, 2023 through the exercise of stock options or other rights.

These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Each individual or entity shown on the table has furnished information with respect to beneficial ownership.

Except as otherwise indicated below, the address of each officer, director and five percent stockholder listed below is c/o Praxis Precision Medicines, Inc., 99 High Street, 30th Floor, Boston, MA 02110.

The percentage of beneficial ownership in the table below is based on 52,393,118 shares of common stock deemed to be outstanding as of February 3, 2023.

COMMON STOCK BENEFICIALLY OWNED

SHARES PERCENTAGE

5% or Greater Stockholders

Clarus Lifesciences III, L.P.

4,894,109 9.3%

Entities affiliated with Avidity (2) 4,100,000 7.8%

Entities affiliated with Eventide (3) 3,810,599 7.3%

Janus Henderson Group plc (4) 3,342,569 6.4%

The Vanguard Group (5) 3,292,443 6.3%

Blackrock, Inc.

(6) 2,971,762 5.7%

Vida Ventures, LLC (7) 2,939,329 5.6%

Entities affiliated with Kingdon (8) 2,855,989 5.5%

Directors, Named Executive Officers and Other Executive Officers

Dean Mitchell (9) 108,555 *

Jeffrey Chodakewitz (10) 43,616 *

Merit Cudkowicz (11) 43,616 *

Jill DeSimone (12) 12,641 *

Gregory Norden (13) 117,328 *

William Young (14) 144,838 *

Marcio Souza (15) 1,834,286 3.4%

Timothy Kelly (16) 179,037 *

Nicole Sweeny (17) 257,860 *

Bernard Ravina (18) 243,829 *

All executive officers and directors as a group (10 persons) (19) 2,917,581 5.3%

* Represents beneficial ownership of less than one percent.

______________________

(1) Based solely on information contained in a Schedule 13G/A filed jointly by Clarus Lifesciences III, L.P., or Clarus Lifesciences, BSOF Parallel Master Fund L.P., or BSOF, Clarus Ventures III GP, L.P., or Clarus Ventures, Blackstone Clarus III L.L.C., or Blackstone Clarus, Blackstone Strategic Opportunity Associates L.L.C., or Blackstone Strategic, Blackstone Alternative Solutions L.L.C., or Blackstone Alternative, Blackstone Holdings I L.P., or Holdings I, Blackstone Holdings II L.P., or Holdings II, Blackstone Holdings I/II GP L.L.C., or Holdings I/II, Blackstone Inc., or Blackstone, Blackstone Group Management L.L.C., or Blackstone Group, and Stephen A.

Schwarzman with the SEC on February 11, 2022.

Clarus Lifesciences directly holds 4,894,109 shares of common stock and BSOF holds zero shares of common stock.

Clarus Ventures is the general partner of Clarus Lifesciences.

Blackstone Clarus is the general partner of Clarus.

The sole member of Blackstone Clarus is Holdings.

Blackstone Strategic is the general partner of BSOF.

Holdings is the sole member of Blackstone Strategic.

Blackstone Alternative is the investment manager of BSOF.

Holdings I is the sole member of Blackstone Alternative.

The general partner of Holdings I and Holdings II is Holdings I/II.

The sole member of Holdings I/II is Blackstone.

The sole holder of the Series II preferred stock of Blackstone is Blackstone Group.

Blackstone Group is wholly-owned by its senior managing directors and controlled by its founder, Stephen A.

Each of such entities and Mr.

Schwarzman may be deemed to beneficially own the shares of common stock beneficially owned by Clarus Lifesciences directly or indirectly controlled by it or him, but each (other than Clarus to the extent of its direct ownership) disclaims beneficial ownership of such shares.

The address for each of Clarus Lifesciences and Clarus Ventures is c/o Clarus Ventures LLC, 101 Main Street, Suite 1210, Cambridge, MA 02142.

The address for each of the other entities and Mr.

Schwarzman is c/o The Blackstone Group Inc., 345 Park Avenue, New York, NY 10154.

(2) Based solely on information contained in a Schedule 13G filed by Avidity Partners Management LP, or APM LP, with the SEC on February 2, 2023.

According to this Schedule 13G, APM LP, Avidity Partners Management (GP) LLC, or APM GP, Avidity Capital Partners Fund (GP) LP, or ACPF, Avidity Capital Partners (GP) LLC, or ACP, share voting and dispositive power with respect to 4,100,000 shares, of which 3,600,234 shares are further subject to shared voting and dispositive power with Avidity Master Fund LP, or AMF and together with

APM LP, APM GP, ACPF and ACP, the Avidity Funds.

APM GP is the general partner of APM LP.

ACP is the general partner of ACPF.

ACPF is the general partner of AMF.

David Witzke and Michael Gregory are Managing Members of APM GP and ACP and directly or indirectly control the Avidity Funds and as a result may be deemed to have voting and dispositive power over the securities held directly by the Avidity Funds.

The address for each of the Avidity Funds, Mr.

Witzke and Mr.

Gregory is 2828 North Harwood Street, Suite 1220, Dallas, Texas 75201.

(3) Based solely on information contained in a Schedule 13G/A filed by Eventide Asset Management, LLC with the SEC on February 14, 2022.

Eventide Asset Management, LLC, a Delaware limited liability company, is the beneficial owner of 3,810,599 shares of common stock by virtue of being the investment adviser to the Eventide Gilead Fund and the Eventide Healthcare & Life Sciences Fund which are registered investment companies (the “Funds”).

The Eventide Gilead Fund directly holds 1,574,013 shares of common stock and the Eventide Healthcare & Life Sciences Fund directly holds 2,236,586 shares of common stock.

The address for Eventide Asset Management, LLC is One International Place, Suite 4210, Boston, Massachusetts 02110.

(4) Based solely on information contained in a Schedule 13G filed by Janus Henderson Group plc with the SEC on February 11, 2022.

Janus Henderson Group plc has an indirect 97% ownership stake in Intech Investment Management LLC, or Intech, and a 100% ownership stake in Janus Henderson Investors U.S.

LLC, or JHIUS, Henderson Global Investors Limited, or HGIL, and Janus Henderson Investors Australia Institutional Funds Management Limited, or JHIAIFML (each an “Asset Manager” and collectively, the “Asset Managers”).

Due to the above ownership structure, holdings for the Asset Managers are aggregated.

Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as “Managed Portfolios”).

As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JHIUS may be deemed to be the beneficial owner of 3,338,282 shares or 7.4% of the shares of common stock held by such Managed Portfolios.

However, JHIUS does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.

The address of Janus Henderson Group plc is 201 Bishopsgate, EC2M 3AE, United Kingdom.

(5) Based solely on information contained in a Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2022.

According to this Schedule 13G, The Vanguard Group has shared voting power over 29,376 shares of common stock, sole dispositive power over 3,241,881 shares of common stock, and shared dispositive power over 50,562 shares of common stock.

The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

(6) Based solely on information contained in a Schedule 13G/A filed by BlackRock, Inc.

with the SEC on February 1, 2023.

According to this Schedule 13G/A, BlackRock, Inc.

has sole voting power over 2,895,474 shares of common stock and sole dispositive power over 2,971,762 shares of common stock.

The address for BlackRock, Inc.

is 55 East 52nd Street, New York, NY 10055.

(7) Based solely on information contained in a Schedule 13G filed by Vida Ventures, LLC, or Vida, with the SEC on February 16, 2021.

Vida, a United States limited liability company, is the record owner of 2,939,329 shares of common stock.

VV Manager, LLC, or VV Manager, is the managing member of Vida.

Stefan Vitorovic, Arjun Goyal, Fred Cohen, Arie Belldegrun and Leonard Potter are managers of VV Manager, and may be deemed to share voting and dispositive power over the shares of common stock held by Vida.

The address of Vida is 40 Broad Street, Suite 201, Boston, Massachusetts 02109.

(8) Based solely on information contained in a Schedule 13G filed by Kingdon Capital Management, L.L.C., or Kingdon with the SEC on January 25, 2023.

According to this Schedule 13G, all shares are held directly by advisory clients of Kingdon and Kingdon shares voting and dispositive power with respect to all 2,855,989 shares, of which 2,427,591 shares are further subject to shared voting and dispositive power with M.

Kingdon Offshore Master Fund L.P., or KOMF, and Kingdon GP, LLC, or K GP and, together with Kingdon and KOMF, the Kingdon Funds.

KOMF and K GP are advisory clients of Kingdon.

K GP is the general partner of KOMF.

None of Kingdon’s advisory clients, other than KOMF, may be deemed to beneficially own more than 5% of the common stock.

Kingdon is controlled by Mark Kingdon.

The address of each of the Kingdon Funds and Mr.

Kingdon is 152 West 57th Street, 50th Floor, New York, New York 10019.

(9) Consists of (i) 25,000 shares of common stock and (ii) 83,555 shares of common stock underlying options exercisable within 60 days of February 3, 2023.

(10) Consists of 43,616 shares of common stock underlying options exercisable within 60 days of February 3, 2023.

(11) Consists of 43,616 shares of common stock underlying options exercisable within 60 days of February 3, 2023.

(12) Consists of 12,641 shares of common stock underlying options exercisable within 60 days of February 3, 2023.

(13) Consists of (i) 2,826 shares of common stock and (ii) 114,502 shares of common stock underlying options exercisable within 60 days of February 3, 2023.

(14) Consists of (i) 28,473 shares of common stock and (ii) 116,365 shares of common stock underlying options exercisable within 60 days of February 3, 2023.

(15) Consists of (i) 96,199 shares of common stock, (ii) 1,724,887 shares of common stock underlying options exercisable within 60 days of February 3, 2023 and (iii) 13,200 shares of common stock underlying restricted stock units vesting within 60 days of February 3, 2023.

(16) Consists of (i) 20,416 shares of common stock and (ii) 158,621 shares of common stock underlying options exercisable within 60 days of February 3, 2023.

(17) Consists of (i) 9,475 shares of common stock, (ii) 244,185 shares of common stock underlying options exercisable within 60 days of February 3, 2023 and (iii) 4,200 shares of common stock underlying restricted stock units vesting within 60 days of February 3, 2023.

(18) Consists of (i) 66,970 shares of common stock, (ii) 172,159 shares of common stock underlying options exercisable within 60 days of February 3, 2023 and (iii) 4,700 shares of common stock underlying restricted stock units vesting within 60 days of February 3, 2023.

Ravina resigned as our Chief Medical Officer effective August 1, 2022 and transitioned to a role as strategic advisor to the Company.

(19) Consists of (i) 198,283 shares of common stock, (ii) 2,698,798 shares of common stock underlying options exercisable within 60 days of February 3, 2023 and (iii) 20,500 shares of common stock underlying restricted stock units vesting within 60 days of February 3, 2023.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Other than the compensation agreements and other arrangements described under “Executive Compensation” and “Director Compensation” in this Annual Report on Form 10-K and the transactions described below, since January 1, 2021, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, the lesser of $120,000 or one percent of our average total assets at fiscal year-end for the last two completed fiscal years and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Registration Rights

Pursuant to the terms of our Fourth Amended and Restated Investors’ Rights Agreement, dated as of July 24, 2020, as amended, or the Investors’ Rights Agreement, certain of our stockholders are entitled to rights with respect to the registration of their shares, which we refer to herein as registrable securities, under the Securities Act, including demand registration rights and piggyback registration rights.

Form S-1 Registration Rights

Under the terms of the Investors’ Rights Agreement, we are required, upon the request of holders holding at least a majority of the registrable securities then outstanding, to file a registration statement on Form S-1 registering the resale of such holders’ registrable securities and the registrable securities of such other holders who elect to have their shares registered;

provided that the anticipated aggregate offering price, net of related fees and expenses, of the registrable securities registered on such registration statement would equal at least $10 million.

We are required to effect only two registrations pursuant to this provision of the Investors’ Rights Agreement.

If the holders requesting registration intend to distribute their shares by means of an underwriting, the managing underwriter of such offering will have the right to limit the numbers of shares to be underwritten for reasons related to the marketing of the shares.

Form S-3 Registration Rights

Pursuant to the Investors’ Rights Agreement, if we are eligible to file a registration statement on Form S-3, we are required, upon the request of holders holding at least a majority of the registrable securities then outstanding, to file a registration restatement on Form S-3 registering the resale of such holders’ registrable securities and the registrable securities of such other holders who elect to have their shares registered;

provided that the anticipated aggregate offering price, net of related fees and expenses, of the registrable securities registered on such registration statement would equal at least $3 million.

We are required to effect only two registrations in any twelve-month period pursuant to this provision of the Investors’ Rights Agreement.

Piggyback Registration Rights

Subject to certain exceptions, if we register any of our securities either for our own account or for the account of security holders other than the holders party to the Investors’ Rights Agreements, the holders of shares of registrable securities are entitled to include their shares in the registration.

If our proposed registration involves an underwriting, the managing underwriter of such offering will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares.

Indemnification

The Investors’ Rights Agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them.

Expiration of Registration Rights

The demand registration rights and short-form registration rights granted under the Investors’ Rights Agreement will terminate on the earliest to occur of:

(i) the fifth anniversary of the completion of our initial public offering and (ii) as to each holder of registrable securities, such time as either Rule 144 as promulgated under the Securities Act or

another similar exemption under the Securities Act is available for the sale of all of such holder’s shares without limitation during a three-month period without registration or such holder no longer holds any registrable securities.

Commercial Agreements with Related Parties

In December 2018, we entered into an agreement with RogCon Inc., or RogCon, pursuant to which we agreed to advance RogCon a deposit of up to $1.0 million related to the cooperation and license agreement described below.

The amounts funded to RogCon under this agreement were applied towards the purchase price of the license agreement with RogCon described below.

In September 2019, we entered into a cooperation and license agreement with RogCon, further described in this Annual Report under “Business—License Agreements.”

Alex Nemiroff, our General Counsel and Corporate Secretary, is a co-founder and Chief Executive Officer of RogCon.

Indemnification Agreements

We have entered into, and in the future plan to enter into, agreements to indemnify our directors and executive officers.

These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our Board of Directors to the maximum extent allowed under Delaware law.

Policies for Approval of Related Party Transactions

Our Board of Directors reviews and approves transactions with directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related party.

We have a formal written policy that our executive officers, directors, holders of more than five percent of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of our Audit Committee, or other independent members of our Board of Directors in the event it is inappropriate for our Audit Committee to review such transaction due to a conflict of interest.

Any request for us to enter into a transaction with an executive officer, director, holders of more than 5% of any class of our voting securities, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our Audit Committee for review, consideration and approval.

In approving or rejecting any such proposal, our Audit Committee considers the relevant facts and circumstances available and deemed relevant to our Audit Committee, including, but not limited to, whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Director Independence

Applicable Nasdaq Stock Market LLC (“Nasdaq”) rules require a majority of a listed company’s board of directors to be comprised of independent directors.

In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy additional independence criteria set forth in the Nasdaq rules.

Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nasdaq independence definition also includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, the Nasdaq rules require that a company’s board of directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including:

the source of compensation to the

director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our Board of Directors has determined that all members of our Board of Directors, except Marcio Souza, are independent directors, including for purposes of the rules of Nasdaq and the SEC.

In making such independence determination, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

In considering the independence of the directors listed above, our Board of Directors considered the association of our directors with the holders of more than 5% of our common stock.

There are no family relationships among any of our directors or executive officers.

Souza is not an independent director under these rules because he is an executive officer of the Company.

Principal Accounting Fees and Services

The information required by this Item 14 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Ernst & Young LLP has served as our independent auditor since 2019.

Praxis incurred the following fees from Ernst & Young LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 2022 and 2021.

For the Year Ended December 31,

Audit fees(1) $796,500 $1,143,241

Audit-related fees(2) — —

Tax fees(3) 98,169 87,730

All other fees(4) 5,180 5,180

Total fees 899,849 $1,236,151

______________________

(1) Audit fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements included in quarterly reports, services rendered in connection with the secondary public offering, and services that are normally provided by Ernst & Young LLP, such as comfort letters, in connection with statutory and regulatory filings or engagements.

(2) There were no audit-related fees billed in 2022 or 2021.

(3) Tax fees consist of fees for professional services rendered for tax return preparation and tax advisory services.

(4) All other fees are related to licensing fees paid to Ernst & Young LLP for access to its proprietary accounting research database.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee has adopted a policy requiring pre-approval of all audit and non-audit related services to be performed by our independent auditor regardless of amount.

These services may include audit services, audit-related services, tax services and other related services.

Ernst & Young LLP and management are required to periodically report to the Audit Committee regarding the extent of services provided by Ernst & Young LLP in accordance with this pre-approval and the fees for the services performed to date.

The Audit Committee may also pre-approve particular services on a case-by-case basis.

Exhibits and Financial Statement Schedules.

8 unchanged sentences

3.2 Amended and Restated Bylaws of Praxis Precision Medicines, Inc.

(incorporated by reference to Exhibit 3.

1 to the Registrant's Current Report on Form 8-K (File No.

(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No.

001-39620) filed on January 7, 2022)

5 unchanged sentences

4.3 Description of Securities of Praxis Precision Medicines, Inc.

(incorporated by reference to Exhibit 4.3 to the Registrant's Annual Report on Form 10-K (File No.

001-39620) filed on February 28, 2022)

10.1 Form of Director Indemnification Agreement, as amended (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1/A (File No.

24 unchanged sentences

10.12# Amended and Restated Employment Agreement, dated October 20, 2020, by and between Praxis Precision Medicines, Inc.

and Marcio Souza

and Marcio Souza (incorporated by reference to Exhibit 10 .

12 to the Registrant's Annual Report on Form 10-K (File No.

001-39620) filed on February 28, 2022)

10.13#* Amended and Restated Employment Agreement, dated May 13, 2021, by and between Praxis Precision Medicines, Inc.

and Timothy Kelly

10.14# Amended and Restated Employment Agreement, dated October 20, 2020, by and between Praxis Precision Medicines, Inc.

and Bernard Ravina

and Nicole Sweeny (incorporated by reference to Exhibit 10.1 4 to the Registrant's Annual Report on Form 10-K (File No.

001-39620) filed on February 28, 2022)

10.15# Amended and Restated Employment Agreement, dated October 20, 2020 , by and between Praxis Precision Medicines, Inc.

and Nicole Sweeny

and Bernard Ravina ( incorporated by reference to Exhibit 10.1 3 to the Registrant's Annual Report on Form 10-K (File No.

001-39620) filed on February 28, 2022)

10.16# Retention Incentive Award Letter Agreement, dated August 30, 2021, by and between Praxis Precision Medicines, Inc.

1 unchanged sentence

001-39620) filed on August 30, 2021)

10.16#* Non-Employee Director Compensation Policy

10.17† License Agreement, dated December 31, 2017, by and between Purdue Neuroscience Company and Praxis Precision Medicines, Inc.

(incorporated by reference to Exhibit 10.14 to the Registrant's Registration Statement on Form S-1 (File No.

333-249074) filed on September 25, 2020)

10.17# Transition Agreement, dated July 26, 2022, by and between Praxis Precision Medicines, Inc.

and Bernard Ravina (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-39620) filed on July 26, 2022 )

10.18† Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 6 to the Registrant's Annual Report on Form 10-K (File No.

001-39620) filed on February 28, 2022)

10.19† Cooperation and License Agreement, dated September 11, 2019, by and between RogCon Inc.

33 unchanged sentences

PRAXIS PRECISION MEDICINES, INC.

February 28, 2022 By:

February 7, 2023

/s/ Marcio Souza

11 unchanged sentences

Dean Mitchell

/s/ Jeffrey Chodakewitz, M.D.

Director February 7, 2023

Jeffrey Chodakewitz, M.D.

/s/ Merit Cudkowicz, M.D.

1 unchanged sentence

Merit Cudkowicz, M.D.

/s/ Jill DeSimone Director February 7, 2023

Jill DeSimone

/s/ Gregory Norden Director February 7, 2023

Gregory Norden

/s/ Jeffrey Chodakewitz, M.D.

Director February 28, 2022

Jeffrey Chodakewitz, M.D.

/s/ Stefan Vitorovic Director February 28, 2022

Stefan Vitorovic

/s/ William Young Director February 7, 2023

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures