Precision BioSciences updates its stock sales limit to $14,868,926

A lower ceiling on the at-the-market program

Precision BioSciences, Inc. (Nasdaq: DTIL) filed a prospectus supplement on March 26, 2025 that limits the common stock it may currently sell under its at-the-market program to an aggregate offering price of up to $14,868,926. The supplement amends a prospectus dated June 15, 2023, under Registration No. 333-272540. The program runs under an Open Market Sale Agreement dated June 1, 2020 with Jefferies LLC as sales agent. The company said that in the twelve calendar months before the supplement it sold 3,010,297 shares through Jefferies for aggregate gross proceeds of $20,525,793. The supplement does not state the commission Jefferies is paid. It refers readers to the earlier prospectus for the program's terms. The cap follows from General Instruction I.B.6 of Form S-3. The company became subject to that rule on March 26, 2025, when it filed its annual report on Form 10-K for 2024. Under the rule, a company with a public float below $75.0 million cannot sell more than one-third of its float in public primary offerings in any 12 calendar month period.

How the float was measured

The company put its public float at $60,407,030. That figure is based on 10,186,683 shares held by non-affiliates and a price of $5.93 per share, the closing price on February 21, 2025. The company describes that date as the highest closing sale price on the Nasdaq Global Select Market in the prior 60 days. Applying the one-third limit gives the most it can sell in any 12 calendar month period, which the company puts at $20,135,677. The company said the figures will change if its float moves. If the float rises above $75.0 million, the limits no longer apply. If the float rises enough to allow more sales, the company will file another supplement before selling further under the agreement. It also said it had sold no shares under the I.B.6 limits in the 12 months before the supplement. The last reported sale price on the Nasdaq Global Select Market was $5.09 per share on March 25, 2025, below the $5.93 figure used for the float calculation.

Risks in the annual report

The annual report's opening pages carry forward-looking statements that list the company's ability to become profitable, its ability to procure sufficient funding to advance its programs, and risks associated with raising additional capital. They also cite requirements under its current debt instruments and the effects of restrictions under them. The same list names the company's limited operating history and its dependence on its ARCUS technology. It cites the risk that other genome-editing technologies may offer significant advantages over ARCUS, and the company's limited ability to assess the safety and efficacy of its product candidates. It also lists delays in enrolling patients in clinical trials and changes in the interim top-line data it announces. Against those risks, the at-the-market program is now limited to $14,868,926 under the agreement for the time being. The annual report also lists the expected release of interim data among its forward-looking matters.

What the supplement leaves out

The supplement does not give a cash balance, a net loss or a cash runway. It names Jefferies as the only sales agent. The company says it may sell more under the agreement only after filing another supplement, so any change to the $14,868,926 ceiling will show up in a new filing. Until then, the program can carry no more than that amount, and any further sales depend on the float and on the company's choice to use the program.

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