Praxis Precision Medicines Inc美股招股说明书(2025-10-20版)

3,025,480Shares of Common StockPre-Funded Warrants to Purchase up to318,470Shares of CommonStock We are offering 3,025,480 shares of our common stock at a price of $157.00 per share. Our commonstock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “PRAX.” OnOctober16, 2025, the last reported sale price of our common stock was $162.71 per share. We are alsooffering to certain investors, in lieu of common stock, pre-funded warrants to purchase up to 318,470shares of our common stock at a price of $156.9999 per underlying share, which equals the publicoffering price per share of the common stock less the $0.0001 per share exercise price for eachunderlying share. The pre-funded warrants will be exercisable at any time after the date of issuance,subject to an ownership limitation. This prospectus supplement also relates to the offering of the sharesof our common stock issuable upon the exercise of such pre-funded warrants. Investing in our common stock and pre-funded warrants involves a high degree of risk. Please read“Risk Factors” beginning on pageS-6of this prospectus supplement, page7of the accompanyingprospectus and under similar headings and in the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus. There is no established public tradingmarket for the pre-funded warrants, and we do not expect a market to develop. We do not intend to listthe pre-funded warrants on Nasdaq or any other national securities exchange or nationally recognizedtrading system. Joint Book-Running Managers TD CowenPiper Sandler Guggenheim Securities Truist Securities Lead Managers H.C. Wainwright & Co. Oppenheimer & Co. Prospectus supplement dated October 16, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-10DIVIDEND POLICYS-11DILUTIONS-12DESCRIPTION OF PRE-FUNDED WARRANTSS-14MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESS-16UNDERWRITINGS-22LEGAL MATTERSS-28EXPERTSS-28WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-29 ABOUT 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 document is part of an automatic “shelf” registration statement on Form S-3ASR that we filedwith the Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” asdefined in Rule405 under the Securities Act of 1933, as amended, or the Securities Act, and is in twoparts. The first part is this prospectus supplement, which describes the specific terms of this commonstock and pre-funded warrants offering and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference herein. The second part, theaccompanying prospectus, provides more general information. Generally, when we refer to thisprospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplementand the information contained in the accompanying prospectus or any document incorporated byreference therein filed prior to the date of this prospectus supplement, you should rely on the informationin this prospectus supplement; provided that if any statement in one of these documents is inconsistentwith a statement in another document having a later date—for example, a document incorporated byreference in the accompanying prospectus—the statement in the document having the later datemodifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreementthat is filed as an exhibit to any document