Praxis Precision Medicines Inc美股招股说明书(2025-09-05版)

Up to $250,000,000Common Stock We have entered into a Sales Agreement, dated September5, 2025, or the sales agreement, with TDSecurities (USA) LLC, or TD Cowen, as sales agent, relating to the sale of shares of our common stock,par value $0.0001 per share, from time to time, offered by this prospectus supplement and theaccompanying base prospectus, or this prospectus. In accordance with the terms of the salesagreement, under this prospectus, we may offer and sell shares of our common stock having anaggregate offering price of up to $250,000,000 from time to time through TD Cowen, acting as our agent. Our common stock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “PRAX”.On September2, 2025, the closing price of our common stock, as reported on Nasdaq, was $44.94 pershare. Sales of our common stock, if any, under this prospectus supplement and the accompanying baseprospectus will be made in negotiated transactions, including block trades or block sales, or will be madeby any method permitted by law deemed to be an “at the market offering” as defined in Rule415(a)(4)under the Securities Act of 1933, as amended, or the Securities Act, including without limitation salesmade through Nasdaq or on any other trading market for our common shares, or by any other methodpermitted by law. TD Cowen is not required to sell any specific amount of securities, but will act as oursales agent using commercially reasonable efforts consistent with its normal trading and sales practices,on mutually agreed terms between TD Cowen and us. There is no arrangement for funds to be receivedin any escrow, trust or similar arrangement. TD Cowen will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price ofcommon stock sold under the sales agreement. See “Plan of Distribution” beginning on pageS-13foradditional information regarding the compensation to be paid to TD Cowen. In connection with the saleof the common stock on our behalf, TD Cowen will be deemed to be an “underwriter” within the meaningof the Securities Act and the compensation of TD Cowen will be deemed to be underwriting commissionsor discounts. We have also agreed to provide indemnification and contribution to TD Cowen with respectto certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934,as amended, or the Exchange Act. Investing in our common stock involves a high degree of risk. You should review carefully therisks and uncertainties referenced under the heading “Risk Factors” on pageS-5of thisprospectus supplement and in the documents that are incorporated by reference into thisprospectus supplement and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement istruthful or complete. Any representation to the contrary is a criminal offense. TD COWEN Prospectus Supplement dated September5, 2025 TABLE OF CONTENTS PageProspectus SupplementAbout This Prospectus SupplementS-1Prospectus Supplement SummaryS-3The OfferingS-4Risk FactorsS-5Cautionary Statement Regarding Forward-Looking StatementsS-7Use of ProceedsS-9Dividend PolicyS-10Plan of DistributionS-13Legal MattersS-14ExpertsS-14Where You Can Find More InformationS-15Incorporation by ReferenceS-16ACCOMPANYING PROSPECTUSABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE4THE COMPANY6RISK FACTORS7USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF OTHER SECURITIES20GLOBAL SECURITIES21PLAN OF DISTRIBUTION25LEGAL MATTERS26EXPERTS26 We are responsible for the information contained and incorporated by reference in this prospectussupplement, the accompanying base prospectus and in any related free writing prospectus we prepareor authorize. We have not authorized anyone to give you any other information, and we take noresponsibility for any other information that others may give you. If you are in a jurisdiction where offersto sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, orif you are a person to whom it is unlawful to direct these types of activities, then the offer presented inthis document does not extend to you. The information contained in this document speaks only as of thedate of this document, unless the information specifically indicates that another date applies. Ourbusiness, financial condition, results of operations and prospects may have changed since those dates. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of an automatic shelfregistration statement that we filed with the Securities and Exchange Commission, or SEC, as a “well-known seasoned issuer” as defined in Rule405 under the Securities Act and relates