What changed in this filing

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Item 9A. Controls and Procedures

2024-03-05 compared with 2023-02-07 · 180 added, 243 removed, 553 unchanged (43% of the section changed)

16 unchanged sentences

Other Information

(b) During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

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

The following table sets forth the name, age, and position of each of our current executive officers and directors as of March 1, 2024:

Name Age Position

4 unchanged sentences

45 General Counsel, Corporate Secretary

Nicole Sweeny 48 Chief Commercial Officer

Non-Employee Directors:

1 unchanged sentence

Jeffrey Chodakewitz, M.D.(3)(4) 68 Director

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

Merit Cudkowicz, M.D.(1)(4)

Jill DeSimone(1)(2)(3) 68 Director

Gregory Norden(1)(2) 66 Director

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

William Young(2)(3)

_______________________________

10 unchanged sentences

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 served on the boards of directors of Aeglea BioTherapeutics, Inc.

AGLE) from June 2021 to April 2023 and Clearpoint Neuro, Inc.

CLPT) (previously MRI Interventions, Inc.) from May 2019 to May 2020.

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.

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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

17 unchanged sentences

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.

Chodakewitz has served as an advisory partner 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.

17 unchanged sentences

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.

16 unchanged sentences

ONCT), Kinnate Biopharma Inc.

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

KNTE), 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.

26 unchanged sentences

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:

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

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

BMRN) from September 2010 to November 2015 and Theravance BioPharma, Inc.

TBPH) from October 2013 to February 2023.

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

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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.

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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.

Gregory Norden, Merit Cudkowicz, M.D., and Jill DeSimone serve on the Audit Committee, which is chaired by Gregory Norden.

Our Board of Directors has determined that Gregory Norden, Merit Cudkowicz, M.D., and Jill DeSimone 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.

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• Timothy Kelly, our Chief Financial Officer;

• Nicole Sweeny, our Chief Commercial Officer;

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

• Alex Nemiroff, our General Counsel.

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.

1 unchanged sentence

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

Name and Principal Position Year Salary ($) Stock

($)(1) Option

9 unchanged sentences

2023 465,000 — 332,217 204,600 21,983 1,023,800

Nicole Sweeny

Chief Commercial Officer

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

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

Alex Nemiroff

General Counsel

2023 400,000 — 265,767 176,000 1,338 843,105

4 unchanged sentences

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.

(3) Amounts reported for 2023 include cell phone reimbursement, tax gross ups on taxable long-term disability and tax gross up for wellness benefits, as well as discretionary matching company contributions under our 401(k) plan (other than Mr.

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 2023 Summary Compensation Table

3 unchanged sentences

Effective January 1, 2023, 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.

Kelly and Mr.

Nemiroff were $625,000, $465,000 and $400,000, respectively.

For the fiscal year ended December 31, 2023, 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.

1 unchanged sentence

During 2023, 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.

Kelly and Mr.

Nemiroff were 75%, 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, 2023 is reported under the “Non-Equity Incentive Plan Compensation” column in the “2023 Summary Compensation Table” above and was determined based upon achievement of the corporate performance objectives at 110% of target and achievement of individual performance objectives.

Equity Compensation

5 unchanged sentences

We have employment agreements with Mr.

Kelly and Ms.

Sweeny, which we refer to as the Employment Agreements.

Kelly and Mr.

Nemiroff, 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.

Kelly and Mr.

Nemiroff are summarized below.

Marcio Souza.

1 unchanged sentence

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.

Effective January 1, 2024, Mr.

Souza’s annual base salary was increased to $640,000, 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.

Timothy Kelly .

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.

Effective January 1, 2024, Mr.

Kelly’s annual base salary was increased to $511,500, 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.

Alex Nemiroff .

Under the Employment Agreement with Mr.

Nemiroff, Mr.

Nemiroff has continued to serve as our General Counsel on an at-will basis.

Effective January 1, 2024, Mr.

Nemiroff’s annual base salary was increased to $442,940, 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.

Nemiroff 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.

Kelly's or Mr.

Nemiroff's employment is terminated by us without “cause” or Mr.

Nemiroff 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.

Nemiroff, 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.

1 unchanged sentence

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.

Kelly's or Mr.

Nemiroff's employment is terminated by us without cause or Mr.

Nemiroff 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.

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.

1 unchanged sentence

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 2023 Fiscal Year-End

12 unchanged sentences

06/22/2022 2,499 4,167 31.80 06/22/2032 — —

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

01/12/2023 14,265(3)

— 44.40 01/12/2033 — —

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

01/12/2023 — 28,333 44.40 01/12/2033 — —

Timothy Kelly

05/25/2021 8,610 4,722 296.10 05/25/2031 — —

01/07/2022 2,682 2,917 271.65 01/07/2032 1,200 26,736

Bernard Ravina, M.D.

06/22/2022 1,625 2,708 31.80 06/22/2032 — —

2 unchanged sentences

01/12/2023 — 9,999 44.40 01/12/2033 — —

Alex Nemiroff

01/01/2020 1,678 36 83.85 06/04/2030 — —

1 unchanged sentence

02/12/2021 2,049 843 787.95 02/12/2031 413 9,202

(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.

01/07/2022 2,012 2,187 271.65 01/07/2032 900 20,052

06/22/2022 1,624 2,709 31.80 06/22/2032 — —

01/12/2023 2,434(3)

— 44.40 01/12/2033 — —

01/12/2023 — 7,999 44.40 01/12/2033 — —

_________________________

(1) Unless otherwise noted, 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.

(3) The stock option was granted in lieu of all or a portion of the named executive officer's cash bonus for the fiscal year ended December 31, 2022, and was vested in full on the vesting commencement date.

Pay Versus Performance

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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:

In accordance with the SEC’s PVP rules, the following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2023, 2022 and 2021, and our financial performance for each such fiscal year:

Summary Compensation Table Total for PEO ($)

6 unchanged sentences

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 2023 reporting year are Timothy Kelly and Alex Nemiroff.

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

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

1 unchanged sentence

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)

2023 2022 2021

PEO ($) Average

Non-PEO NEOs ($) PEO ($) Average

Non-PEO NEOs ($)

Summary Compensation Table Total 2,120,512 933,453 6,028,078 2,450,241 10,905,820 4,118,514

Less Change in Pension Value Reported in Summary Compensation Table

Less values of Stock Awards and Option Awards Reported in Summary Compensation Table for the Covered Year

941,364 298,992 4,989,560 1,665,658 9,657,384 3,407,225

Average Non-PEO NEO

Plus Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of Year

484,016 153,746 735,325 262,809 3,730,538 1,314,489

Plus (Less) Change in Fair Value of Equity Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at End of Year

-428,116 -104,841 -13,095,416 -1,762,663 -43,901,234 -5,177,507

Plus Fair Value at Vesting Date of Equity Awards Granted and Vested During the Fiscal Year

515,625 95,154 0 0 0 0

Plus (Less) Change in Fair Value of Equity Awards granted in Prior Years that Vested During the Fiscal Year

-352,087 -51,537 -6,321,633 -941,151 -23,230,612 -3,164,044

Less Fair Value of Equity Awards Granted in Prior Year that were Forfeited During the Fiscal Year

Plus Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation

Compensation Actually Paid 1,398,586 726,983 -17,643,206 -1,656,422 -62,152,872 -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.

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Volatility 83.79 - 92.26%

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

Expected life (in years) 4.18 - 9.03 years

Expected dividend yield 0.00%

38 unchanged sentences

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, 2023.

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

($)(1)(2) Total ($)

4 unchanged sentences

Jill DeSimone

58,000 20,866 78,866

Dean Mitchell 83,503 20,866 104,369

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

Gregory Norden 62,000 20,866 82,866

12 unchanged sentences

Young held options to purchase 11,746 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

3 unchanged sentences

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))

Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected 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:

6 unchanged sentences

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:

The following table sets forth certain information known to us regarding beneficial ownership of our capital stock outstanding as of March 1, 2024 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;

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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 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 March 1, 2024 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.

2 unchanged sentences

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.

The percentage of beneficial ownership in the table below is based on 13,238,349 shares of common stock deemed to be outstanding as of March 1, 2024.

COMMON STOCK BENEFICIALLY OWNED

1 unchanged sentence

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%

Entities affiliated with Venrock (1)

Entities affiliated with Point72 (2)

Entities affiliated with Adage (3)

Verition Fund Management LLC (4)

Directors, Named Executive Officers and Other Executive Officers

Marcio Souza (5)

Timothy Kelly (6)

Alex Nemiroff (7)

Dean Mitchell (8)

William Young (9)

Gregory Norden (10)

Jeffrey Chodakewitz (11)

1 unchanged sentence

Jill DeSimone (13)

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 (9 persons) (14)

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______________________

(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.

(1) Based solely on information contained in a Schedule 13G/A filed jointly by Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC (together, the "Venrock Entities"), Nimish Shah and Bong Koh with the SEC on February 14, 2024.

The Venrock Entities and Messrs.

Shah and Koh share voting and dispositive power with respect to 823,626 shares of common stock, of which (i) 92,968 shares and 123,563 shares issuable upon the exercise of immediately exercisable warrants are held by Venrock Healthcare Capital Partners III, L.P.;

(ii) 9,300 shares and 12,361 shares issuable upon the exercise of warrants are held by VHCP Co-Investment Holdings III, LLC;

and (iii) 251,358 shares and 334,076 shares issuable upon the exercise of warrants are held by Venrock Healthcare Capital Partners EG, L.P.

VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P.

and the manager of VHCP Co-Investment Holdings III, LLC.

VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P.

Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.

The addresses for each of the Venrock Entities and Messrs.

Shah and Koh are 7 Bryant Park, 23rd Floor, New York, NY 10018 and 3340 Hillview Avenue, Palo Alto, CA 94304.

(2) Based solely on information contained in a Schedule 13G/A filed jointly by Point72 Asset Management, L.P., Point72 Capital Advisors, Inc., Point72 Biotech Private Investments, LLC, Differentiated Ventures Investments, LLC, 72 Investment Holdings, LLC and Steven A.

Cohen with the SEC on February 14, 2024.

Point72 Associates, LLC directly holds 692,252 shares of common stock.

Point72 Asset Management, L.P.

maintains investment and voting power with respect to securities held by Point72 Associates, LLC.

Point72 Capital Advisors, Inc.

is the general partner of Point72 Asset Management, L.P.

and may be deemed to share beneficial ownership of the shares of common stock of which Point72 Asset Management, L.P.

may be deemed the beneficial owner.

Point72 Biotech Private Investments, LLC directly holds 65,933 shares of common stock.

Differentiated Ventures Investments, LLC is the managing member of Point72 Biotech Private Investments, LLC and may be deemed to share beneficial ownership over the shares of common stock held by Point72 Biotech Private Investments, LLC.

72 Investment Holdings, LLC is the sole member of Differentiated Ventures Investments, LLC and may be deemed to share beneficial ownership of the shares of common stock of which Differentiated Ventures may be deemed the beneficial owner.

Cohen controls each of Point72 Asset Management, L.P., Point72 Capital Advisors, Inc., Point72 Biotech Private Investments, LLC, Differentiated Ventures Investments, LLC and 72 Investment Holdings, LLC.

The address of the principal business office of Point72 Asset Management, L.P., Point72 Capital Advisors, Inc., Point72 Biotech Private Investments, LLC, Differentiated Ventures Investments, LLC, 72 Investment Holdings, LLC, and Mr.

Cohen is 72 Cummings Point Road, Stamford, CT 06902.

(3) Based solely on information contained in a Schedule 13G/A filed jointly by Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C., Adage Capital Management, L.P., Robert Atchinson and Phillip Gross with the SEC on February 7, 2024.

Adage Capital Partners, L.P., or ACP, directly holds 738,666 shares of common stock.

Adage Capital Partners GP, L.L.C., or ACPGP, is general partner of ACP.

Adage Capital Management, L.P., or ACM, is the investment manager of ACP.

Atchinson and Gross are managing members of Adage Capital Advisors, LLC, managing member of ACPGP, and managing members of Adage Capital Partners, LLC, general partner of ACM.

The address of the principal business office of each of the Adage funds and Messrs.

Atchinson and Gross is 200 Clarendon Street, 52nd Floor, Boston, MA 02116.

(4) Based solely on information contained in a Schedule 13G filed jointly by Verition Fund Management LLC and Nicholas Maounis with the SEC on February 14, 2024.

Verition Fund Management LLC and Mr.

Maounis share voting and dispositive power with respect to 702,979 shares of common stock.

Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund Ltd.

Nicholas Maounis is the managing member of Verition Fund Management LLC.

The address of the principal business office of each of Verition Fund Management LLC and Nicholas Maounis is One American Lane, Greenwich, CT 06831.

(5) Consists of (i) 11,829 shares of common stock held directly by Mr.

Souza, (ii) 3,000 shares held indirectly by Mr.

Souza's spouse and (iii) 220,708 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

(6) Consists of (i) 2,934 shares of common stock and (ii) 35,802 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

(7) Consists of (i) 2,351 shares of common stock and (ii) 33,857 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

(8) Consists of (i) 5,000 shares of common stock and (ii) 8,337 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

(9) Consists of (i) 1,898 shares of common stock and (ii) 10,952 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

(10) Consists of (i) 188 shares of common stock and (ii) 10,778 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

(11) Consists of 5,697 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

(12) Consists of 5,697 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

(13) Consists of (i) 966 shares of common stock and (ii) 3,547 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

(14) Consists of (i) 28,166 shares of common stock and (ii) 335,375 shares of common stock underlying options exercisable within 60 days of March 1, 2024.

Certain Relationships and Related Transactions, and Director Independence

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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.

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 Agreement, 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.

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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

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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.

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.

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______________________

(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.

(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 a follow-on 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 2023 or 2022.

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001-39620) filed on October 20, 2020)

3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-39620) filed on December 1, 2023)

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

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001-39620) filed on February 28, 2022)

4.4 Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.

001-39620) filed on June 20, 2023)

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.

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333-249074) filed on October 9, 2020)

Praxis Precision Medicines, Inc.

2024 Inducement Plan an d Forms of Award Agreements thereunder (incorpora ted by referenced to the R egistra nt's Registration Statement on Form S-8 (File No.

333-276786) filed on January 31, 2024)

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

and Marcio Souza (incorporated by reference to Exhibit 10 .

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

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)

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

and Timothy Kelly (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 7, 2023 )

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

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.

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 August 30, 2021)

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)

and Alex Nemiroff

S eparation Agreement , dated as of March 21, 2023, by and between the Registrant and Nicole Sweeny (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-39620) filed on March 21, 2023)

Non-Employee Director Compensation Policy

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

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Praxis P recision Medicines, Inc.

Policy for Recovery of Erroneously Awarded Compensation

101.INS* Inline XBRL Instance Document

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PRAXIS PRECISION MEDICINES, INC.

February 7, 2023

March 5, 2024

/s/ Marcio Souza

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POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Marcio Souza and Alex Nemiroff, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Each person whose individual signature appears below hereby authorizes and appoints Marcio Souza and Timothy Kelly, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Marcio Souza Chief Executive Officer and Director (Principal Executive Officer) February 7, 2023

/s/ Timothy Kelly Chief Financial Officer (Principal Financial Officer) February 7, 2023

/s/ Marcio Souza Chief Executive Officer and Director (Principal Executive Officer) March 5, 2024

/s/ Timothy Kelly Chief Financial Officer (Principal Financial Officer) March 5, 2024

Timothy Kelly

/s/ Lauren Mastrocola Principal Accounting Officer February 7, 2023

/s/ Lauren Mastrocola Principal Accounting Officer March 5, 2024

Lauren Mastrocola

/s/ Dean Mitchell Chairman of the Board February 7, 2023

/s/ Dean Mitchell Chairman of the Board March 5, 2024

Dean Mitchell

/s/ Jeffrey Chodakewitz, M.D.

Director February 7, 2023

/s/ Jeffrey Chodakewitz Director March 5, 2024

Jeffrey Chodakewitz, M.D.

/s/ Merit Cudkowicz, M.D.

Director February 7, 2023

/s/ Merit Cudkowicz Director March 5, 2024

Merit Cudkowicz, M.D.

/s/ Jill DeSimone Director February 7, 2023

/s/ Jill DeSimone Director March 5, 2024

Jill DeSimone

/s/ Gregory Norden Director February 7, 2023

/s/ Gregory Norden Director March 5, 2024

Gregory Norden

/s/ William Young Director February 7, 2023

/s/ William Young Director March 5, 2024

William Young

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