As filed with the Securities and Exchange Commission on March 1, 2024
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
(Full Title of the Plan)
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. ☐ 


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 4,868,856 shares of common stock, par value $0.00001 per share (“Common Stock”) of Prime Medicine, Inc. (the “Registrant”) available for issuance under the Registrant’s 2022 Stock Option and Incentive Plan, as amended (the “2022 Plan”).
These additional shares are of the same class as other securities relating to the 2022 Plan for which the Registrant’s Registration Statements on Form S-8 (File No. 333-267953), filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2022, and Registration Statement on Form S-8 (File No. 333-270400), filed with the Commission on March 9, 2023, respectively, are effective (collectively, the “Earlier Registration Statements”).
Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the contents of the Earlier Registration Statements, except for “Item 8. Exhibits”, are incorporated herein 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 Statements are 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.


EXHIBIT INDEX
Exhibit
number		 Description of exhibit
4.1 
4.2 
4.3 
4.4
5.1* 
23.1* 
23.2* 
24.1* 
Power of Attorney (included on signature page)
99.1 
107* 
*Filed herewith.


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 1st day of March 2024.
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, Allan Reine, 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 TitleDate
  
/s/ Keith Gottesdiener
President, Chief Executive Officer and Director
(Principal Executive Officer)
March 1, 2024
Keith Gottesdiener
/s/ Allan Reine
Chief Financial Officer
(Principal Financial Officer)
March 1, 2024
Allan Reine
/s/ Carman Alenson
Chief Accounting Officer
(Principal Accounting Officer)
March 1, 2024
Carman Alenson
/s/ Thomas CahillDirectorMarch 1, 2024
Thomas Cahill
/s/ Wendy ChungDirectorMarch 1, 2024
Wendy Chung
/s/ Kaye FosterDirectorMarch 1, 2024
Kaye Foster
/s/ Michael Kelly
DirectorMarch 1, 2024
Michael Kelly
/s/ Jeff Marrazzo
DirectorMarch 1, 2024
Jeff Marrazzo
  
/s/ Robert NelsenDirector March 1, 2024
Robert Nelsen
 
/s/ David Schenkein
DirectorMarch 1, 2024
David Schenkein


Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Prime Medicine, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type		Security
Class
Title		Fee
Calculation
Rule		Amount
to be
Registered(1)		Proposed
Maximum
Offering
Price per
Share		Maximum
Aggregate
Offering
Price		Fee RateAmount of
Registration
Fee
EquityCommon Stock, $0.00001 par value per shareOther (2)4,868,856 shares
(3)		$9.30
(2)		$45,280,360.80
(2)		$0.00014760$6,683.38
Total Offering Amounts$45,280,360.80$— 
Total Fees Previously Paid$— 
Total Fee Offsets$— 
Net Fee Due$— 

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of common stock, $0.00001 par value per share (“Common Stock”) which become issuable under the Registrant’s 2022 Stock Option and Incentive Plan (the “2022 Plan”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457 (c) and 457(h) of the Securities Act, and based upon the average of the high and low prices reported for the Common Stock on the Nasdaq Global Market on February 27, 2024.
(3)Represents shares of Common Stock that were added to the shares authorized for issuance under the 2022 Plan, effective as of January 1, 2024 pursuant to an “evergreen” provision contained in the 2022 Plan. Pursuant to such provision, an additional number of shares will automatically be added to the shares authorized for issuance under the 2022 Plan on January 1 of each year.

Exhibit 5.1
logoa.jpg
Goodwin Procter llp
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000

March 1, 2024

Prime Medicine, Inc.
21 Erie Street
Cambridge, MA 02139

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 4,868,856 shares (the “Shares”) of common stock, $0.00001 par value per share (“Common Stock”), of Prime Medicine, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,

/s/ GOODWIN PROCTER LLP

GOODWIN PROCTER LLP


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Prime Medicine, Inc. of our report dated March 1, 2024 relating to the financial statements, which appears in Prime Medicine, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.


/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 1, 2024

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