实践精准医药公司美股招股说明书(2026-01-07版)

2,212,000 Shares of Common Stock We are offering 2,212,000 shares of our common stock. Our common stock is listed on The Nasdaq GlobalSelect Market, or Nasdaq, under the symbol “PRAX.” On January 6, 2026, the last reported sale price of our This investment involves risk. See “Risk Factors” beginning on page S-4 of this prospectus supplement, page7of the accompanying prospectus and under similar headings and in the documents incorporated by reference The underwriters have a 30-day option to purchase up to 331,800 additional shares of common stockfromus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or accompanying prospectus is The underwriters expect to deliver the shares of common stock to purchasers on or about January 8, 2026. About This Prospectus SupplementS-iiProspectus Supplement SummaryS-1The OfferingS-2Risk FactorsS-4Special Note Regarding Forward-Looking StatementsS-6Use of ProceedsS-8Dividend PolicyS-9DilutionS-10Material U.S. Federal Income Tax Consequences to Non-U.S.HoldersS-12UnderwritingS-16Legal MattersS-25ExpertsS-25Where You Can Find More Information; Incorporation byReferenceS-26 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 prepare orauthorize. We have not authorized anyone to give you any other information, and we take no responsibilityfor any other information that others may give you. If you are in a jurisdiction where offers to sell, orsolicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are aperson to whom it is unlawful to direct these types of activities, then the offer presented in this document ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of an automatic “shelf” registration statement on Form S-3ASR that we filed with theSecurities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined inRule405 under the Securities Act of 1933, as amended, or the Securities Act, and is in two parts. The firstpart is this prospectus supplement, which describes the specific terms of this common stock offering andalso adds to and updates information contained in the accompanying prospectus and the documents To the extent there is a conflict between the information contained in this prospectus supplement and theinformation contained in the accompanying prospectus or any document incorporated by reference thereinfiled prior to the date of this prospectus supplement, you should rely on the information in this prospectussupplement; provided that if any statement in one of these documents is inconsistent with a statement in We further note that the representations, warranties and covenants made by us in any agreement that is filedas an exhibit to any document that is incorporated by reference herein were made solely for the benefit ofthe parties to such agreement, including, in some cases, for the purpose of allocating risk among the partiesto such agreements, and should not be deemed to be a representation, warranty or covenant to you. We have not authorized anyone to provide any information other than that contained or incorporated byreference in this prospectus supplement, the accompanying prospectus or in any free writing prospectusprepared by or on behalf of us or to which we have referred you. We take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. This prospectussupplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offerto purchase, the securities offered by this prospectus supplement and the accompanying prospectus in anyjurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation ofan offer in such jurisdiction. The information contained in this prospectus supplement or the accompanyingprospectus, or incorporated by reference herein or therein is accurate only as of the respective dates thereof, We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions whereoffers and sales are permitted. The distribution of this prospectus supplement and the accompanyingprospectus and the offering of the common stock in certain jurisdictions may be restricted by law. Personsoutside the United States who come into possession of this prospectus supplement and the accompanyingprospectus must inform themselves about, and observe any restrictions relating to, the offering of thecommon stock and the distribution of this prospectus supplement and the accompanying prospectus outside As used in this prospectus, unless the context otherwise requires, references to the “Company,” “Praxis,”“we,” “us” and “our” refer to Praxis Precision Medicin