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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-03-05 · 125 added, 475 removed, 258 unchanged (70% of the section changed)

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Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Attestation Report of the Independent Registered Public Accounting Firm

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of December 31, 2024, 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, 2024, 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, 2024, 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 the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025 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, 2025

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.

(a) Disclosure in lieu of a Current Report on Form 8-K.

(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

During the three months ended December 31, 2024, 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

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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 March 1, 2024:

The following table sets forth the name, age, and position of each of our current executive officers and directors as of February 28, 2025:

Name Age Position

23 unchanged sentences

and Sanofi Genzyme Corporation.

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 currently serves on the board of directors of Remagine Labs, a private company.

Souza previously served on the boards of directors of Spyre Therapeutics, Inc.

(previously Aeglea BioTherapeutics, Inc.) and Clearpoint Neuro, Inc.

(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.

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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.

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.

9 unchanged sentences

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

TBPH), ImmunoGen Inc.

IMGN), Precigen Inc.

TBPH) and Precigen Inc.

(formerly Intrexon Inc.) (NASDAQ:

PGEN) and Kinnate Biopharma Inc.

Mitchell previously served on the boards of directors of ImmunoGen Inc.

(acquired by Abbvie Inc.

in 2024) and Kinnate Biopharma Inc.

(acquired by XOMA Corporation in 2024).

Mitchell holds an M.B.A.

13 unchanged sentences

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

ACET), Freeline Therapeutics Holdings plc (NASDAQ:

FRLN) and Schrödinger, Inc.

ACET) and Schrödinger, Inc.

(NASDAQ:SDGR).

Chodakewitz previously served on the board of directors of Freeline Therapeutics Holdings plc.

(acquired by Syncona Ltd in 2024).

Chodakewitz received a B.S.

22 unchanged sentences

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), 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 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 currently serves on the board of directors of Oncternal Therapeutics, Inc.

ONCT), iTeos Therapeutics, Inc.

ITOS) and Affini-T Therapeutics, Inc., a private company.

DeSimone previously served on the board of directors of Kinnate Biopharma, Inc.

(acquired by XOMA Corporation in 2024).

DeSimone also serves as a board member for the Florida Cancer Specialists Foundation and Swim Across America, nonprofit organizations focused on cancer patient support and research.

DeSimone received a B.S.

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We believe Ms.

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

DeSimone is qualified to serve on our Board of Directors 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.

2 unchanged sentences

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.

ZTS) and Royalty Pharma plc (NASDAQ:

Norden previously served on the boards of directors of Human Genome Sciences, Inc., Univision, Welch Allyn and NanoString Technologies, Inc.

Norden received a B.S.

13 unchanged sentences

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 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, BioMarin Pharmaceutical Inc.

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

TBPH) from October 2013 to February 2023.

Young currently serves as a member of the board of directors of Autolus Therapeutics plc (NASDAQ:

Young previously served as the chairman of the board of directors of Annexon, Inc., and as a member of the boards of directors of Vertex Pharmaceuticals Inc., BioMarin Pharmaceutical Inc., Theravance BioPharma, Inc.

and NanoString Technologies, Inc.

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

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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 persons performing similar functions.

We have adopted 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, 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.

The remainder of 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 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Executive Compensation

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 2023.

During 2023, 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, 2023 is detailed in the 2023 Summary Compensation Table and accompanying footnotes and narrative that follow.

Our named executive officers for the fiscal year ended December 31, 2023 were:

• Marcio Souza, our President and Chief Executive Officer;

• Timothy Kelly, our Chief Financial 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.

2023 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 ($) Stock

($)(1) Option

($)(1) Non-Equity

Incentive Plan

($)(2) All Other

($)(3) Total ($)

President and Chief Executive Officer

625,000 — 941,364 515,625 38,523 2,120,512

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

Timothy Kelly

Chief Financial Officer

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

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

Alex Nemiroff

General Counsel

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

_________________________

(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.

(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.”

(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.

Narrative to the 2023 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, 2023, the annual base salaries for Mr.

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.

For the 2023 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 2023, the target annual bonuses for Mr.

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

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 2023 Fiscal Year-End” table below.

Employment Arrangements with our Named Executive Officers

We have employment agreements with Mr.

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 Mr.

Nemiroff 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.

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.

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.

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 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.

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

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.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

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 58,379 5,310 83.85 06/04/2030 — —

09/08/2020 55,684 12,851 133.65 09/13/2030 — —

02/12/2021 8,726 3,593 787.95 02/12/2031 1,760 39,213

01/07/2022 8,272 8,993 271.65 01/07/2032 3,700 82,436

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

01/12/2023 14,265(3)

— 44.40 01/12/2033 — —

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

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

01/12/2023 2,830(3)

— 44.40 01/12/2033 — —

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

Alex Nemiroff

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

09/08/2020 5,061 1,169 133.65 09/13/2030 — —

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

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

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 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 ($)

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)

2023 2,120,512 1,398,586 933,453 726,983 $2.70 -123

2022 6,028,078 -17,643,206 2,450,241 -1,656,422 $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 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.

(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:

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

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.

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 2023 are as follows:

Grant Year 2023

Volatility 83.79 - 92.26%

Expected life (in years) 4.18 - 9.03 years

Expected dividend yield 0.00%

Risk-free rate 3.32 - 4.85%

(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, 2022 and 2023:

CEO Pay vs Performance:

Total Shareholder Return (12/31/20 to 12/31/23)

Average Other NEO Pay vs Performance:

Total Shareholder Return (12/31/20 to 12/31/23)

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 $35,000

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.

2023 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, 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 for 2023.

Name Fees Earned or Paid in Cash ($) Option

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

Jeffrey Chodakewitz, M.D.

52,000 20,866 72,866

Merit Cudkowicz, M.D.

55,418 20,866 76,284

Jill DeSimone

58,000 20,866 78,866

Dean Mitchell 83,503 20,866 104,369

Gregory Norden 62,000 20,866 82,866

William Young 58,418 20,866 79,284

_____________________

(1) The amount reported represents the aggregate grant date fair value of stock options awarded during fiscal year 2023, 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, 2023, Dr.

Chodakewitz held options to purchase 6,019 shares of our common stock, Dr.

Cudkowicz held options to purchase 6,019 shares of our common stock, Ms.

DeSimone held options to purchase 4,966 shares of our common stock, Mr.

Mitchell held options to purchase 9,298 shares of our common stock, Mr.

Norden held options to purchase 11,570 shares of our common stock and Mr.

Young held options to purchase 11,746 shares of our common stock.

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 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

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

Equity Compensation Plan Information

The following table provides information as of December 31, 2023 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

The following table provides information as of December 31, 2024 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, our 2020 Employee Stock Purchase Plan and our 2024 Inducement Plan.

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

(a) Weighted average exercise price of outstanding options

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(1):

2,016,590(2) $91.04(3) 200,991(4)

Equity compensation plans not approved by security holders(5):

17,226(6) $53.13(7) 112,774 (8)

Total 2,033,816 $90.84 313,765

_____________________

(1) Includes 666,163 shares of common stock issuable upon the exercise of outstanding options and 47,145 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 47,145 shares of common stock subject to outstanding restricted stock units.

(1) The 2020 Stock Option and Incentive Plan provides for an annual increase in the number of securities available for future issuance on each January 1 by an amount equal to 5% of the number of shares of common stock outstanding as of the immediately preceding December 31 or such lesser number of shares as determined by the administrator of such plan.

The 2020 Employee Stock Purchase Plan provides for an annual increase in the number of securities available for future issuance on each January 1 by an amount equal to the lesser of (i) 1% of the number of shares of common stock outstanding as of the immediately preceding December 31, (ii) 327,102 shares of common stock, or (iii) such number of shares of common stock as determined by the administrator of such plan.

(2) Includes 1,799,643 shares of common stock issuable upon the exercise of outstanding options under the 2017 and 2020 Stock Option and Incentive Plans and 216,947 shares subject to restricted stock units that will entitle the holder to one share of common stock for each unit that vests.

(3) The calculation does not take into account the 216,947 shares of common stock subject to outstanding restricted stock units under the 2020 Stock Option and Incentive Plan.

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

(4) As of December 31, 2024, there were no shares available for grant under the 2017 Stock Incentive Plan, 91,343 shares available for grants under the 2020 Stock Option and Incentive Plan and 109,648 shares available for grants under the 2020 Employee Stock Purchase Plan (of which 7,315 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 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;

• 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 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.

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 13,238,349 shares of common stock deemed to be outstanding as of March 1, 2024.

COMMON STOCK BENEFICIALLY OWNED

SHARES PERCENTAGE

5% or Greater Stockholders

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)

Merit Cudkowicz (12)

Jill DeSimone (13)

All executive officers and directors as a group (9 persons) (14)

* Represents beneficial ownership of less than one percent.

______________________

(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.

(5) The 2024 Inducement Plan was adopted in January 2024.

Awards issued under the 2024 Inducement Plan may only be made to a newly hired employee who was not previously an employee or non-employee director or to an employee who is being rehired following a bona fide period of non-employment if such award is a material inducement to such employee entering into employment.

The material terms of the 2024 Inducement Plan are described in Note 11 to the consolidated financial statements included herein.

(6) Includes 9,700 shares of common stock issuable upon the exercise of outstanding options under the 2024 Inducement Plan and 7,526 shares subject to restricted stock units that will entitle the holder to one share of common stock for each unit that vests.

(7) The calculation does not take into account the 7,526 shares of common stock subject to outstanding restricted stock units under the 2024 Inducement Plan.

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

(8) As of December 31, 2024, there were 112,774 shares available for grant under the 2024 Inducement Plan.

In January 2025, the number of shares of the Company's common stock reserved for issuance under the 2024 Inducement Plan was increased by 870,000 shares.

The remainder of 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 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

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, 2022, 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 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.

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.

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.

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 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Principal Accounting Fees and Services

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, 2023 and 2022.

For the Year Ended December 31,

Audit fees(1) $822,776 $796,500

Audit-related fees(2) — —

Tax fees(3) 61,767 98,169

All other fees(4) — 5,180

Total fees 884,543 899,849

______________________

(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.

(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.

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 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

21 unchanged sentences

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)

001-39620) filed on January 12 , 202 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 March 29, 2024 )

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.

6 unchanged sentences

Praxis Precision Medicines, Inc.

2020 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-1/A (File No.