Prime Medicine, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Set forth below is information regarding shares of equity securities sold, and options granted, by us during the three months ended September 30, 2022 that were not registered under the Securities Act. Recent Sales of Unregistered Equity Securities In October 2022, upon the closing of our IPO, all 161,420,799 shares of our then-outstanding redeemable convertible preferred stock automatically converted into 51,923,758 shares of our common stock. The issuance of such common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 3(a)(9) of the Securities Act, involving an exchange of securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. No underwriters were involved in this issuance of shares. Grants and Exercises of Stock Options and Restricted Stock During the period between July 1, 2022 and September 30, 2022, we granted stock options to purchase an aggregate of 516,269 shares of our common stock, with an exercise price of $2.56 per share, to employees, directors and consultants pursuant to 2019 Plan. Issuer Purchases of Equity Securities The table below summarizes the repurchases made by the Company during the three months ended September 30, 2022: Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs July 1, 2022 through July 31, 2022 — $ — $ — $ — August 1, 2022 through August 31, 2022 — — — — September 1, 2022 through September 30, 2022 8,044 — — — Total 8,044 $ — $ — The issuances of the securities under the 2019 Plan described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 701 promulgated under the Securities Act as transactions pursuant to compensatory benefit plans. The shares of common stock issued upon the exercise of options are deemed to be restricted securities for purposes of the Securities Act. 111 The issuance of securities described above to employees and consultants outside of the 2019 Plan were deemed exempt from registration pursuant to Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. Use of proceeds from registered securities In October 2022, we completed our IPO. In connection with our IPO, we issued and sold 11,721,456 shares of our common stock, including 1,427,338 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $17.00 per share. As a result of the IPO, the Company received $180.3 million in net proceeds, after deducting underwriting discounts, commissions and offering costs of $19.0 million. All of the shares issued and sold in the IPO were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-267579), which was declared effective by the SEC on October 19, 2022 and Form S-1 (File No. 333-267579), which was filed pursuant to Rule 424(b) of the Securities Act and was declared effective by the SEC on October 19, 2022. J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Jefferies LLC acted as joint book-running managers of the IPO. The net offering proceeds to us, after deducting underwriting discounts, commissions and offering expenses payable by us of $19.0 million, were $180.3 million. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates. As of September 30, 2022, we had not used any of the net proceeds from the IPO. We have invested the net proceeds from the offering in money market funds and short-term investments. There has been no material change in our planned use of the net proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 21, 2022. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not Applicable.