S-8 1 prime-sx8final.htm S-8 Document

 
As filed with the Securities and Exchange Commission on March 9, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Prime Medicine, Inc.
(Exact name of registrant as specified in its charter)
   
Delaware 84-3097762
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
21 Erie Street
Cambridge, MA 02139
(617) 564-0013
(Address of Principal Executive Offices)
Prime Medicine, Inc. 2022 Stock Option and Incentive Plan
Prime Medicine, Inc. 2022 Employee Stock Purchase Plan
(Full Title of the Plans)
Keith Gottesdiener, M.D.
President and Chief Executive Officer
Prime Medicine, Inc.
21 Erie Street
Cambridge, MA 02139
(617) 564-0013
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kingsley L. Taft, Esq.
Marishka DeToy, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
            
Large accelerated filer ☐Accelerated filer☐Non-accelerated filer ☒Smaller reporting company☒Emerging growth company☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ 
 
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 is being filed for the purpose of registering (i) an additional 4,860,461 shares of common stock, par value $0.00001 per share (“Common Stock”) of Prime Medicine, Inc. (the “Registrant”) to be issued under the Registrant’s 2022 Stock Option and Incentive Plan, as amended (the “2022 Plan”) and (ii) an additional 971,350 shares of Common Stock of the Registrant to be issued under the Registrant’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), for which a Registration Statement on Form S-8 (File No. 333-267953) relating to the same employee benefit plans is effective.
These additional shares are of the same class as other securities relating to the 2022 Plan and 2022 ESPP for which the Registrant’s Registration Statement on Form S-8 (File No. 333-267953) filed with the Commission on October 19, 2022 is effective.
Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-267953) filed with the Commission on October 19, 2022 are incorporated by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statement is presented herein.

 
 Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.


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EXHIBIT INDEX
   
Exhibit
No.		 Description
  
4.1 
  
4.2 
  
4.3 
  
5.1* 
  
23.1* 
  
23.2* 
  
24.1* 
Power of Attorney (included on signature page)
  
99.1 
  
99.2 
   
107* 
 
*Filed herewith.
 

 

 
 

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cambridge, Commonwealth of Massachusetts, on the 9th day of March, 2023.
PRIME MEDICINE, INC.
By:/s/ Keith Gottesdiener
Name: Keith Gottesdiener
Title: President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Keith Gottesdiener and Carman Alenson as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
     
Name Title Date
   
/s/ Keith Gottesdiener President, Chief Executive Officer and Director March 9, 2023
Keith Gottesdiener (Principal Executive Officer)  
 C 
/s/ Carman Alenson Interim Chief Financial Officer and Chief Accounting Officer March 9, 2023
Carman Alenson 
(Principal Accounting Officer and
Principal Financial Officer)
  
   
/s/ Robert Nelsen Director March 9, 2023
Robert Nelsen    
   
/s/ David Schenkein Director March 9, 2023
David Schenkein    
   
/s/ Thomas Cahill Director March 9, 2023
Thomas Cahill    
   
/s/ Michael Kelly Director March 9, 2023
Michael Kelly    
   
/s/ Wendy Chung Director March 9, 2023
Wendy Chung    
   
/s/ Kaye Foster Director March 9, 2023
Kaye Foster    
 
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