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d132482ds3.htm
S-3
S-3
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As filed the Securities and Exchange Commission on May 18, 2026.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PEPGEN INC.
(Exact name
of registrant as specified in its charter)
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Delaware |
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85-3919886 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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321 Harrison Avenue
Boston, Massachusetts 02118
(781) 797-0979
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
James McArthur, Ph.D.
President and Chief Executive Officer
PepGen Inc.
321 Harrison
Avenue, 8th Floor
Boston, Massachusetts 02118
(781) 797-0979
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Edwin
O’Connor, Esq.
Finn Murphy, Esq.
Jonathan Burr, Esq.
Goodwin Procter LLP
620
Eighth Avenue
New York, NY 10018
(212) 813-8800
Approximate date of commencement of proposed sale to the public : From time to time or at one time as determined by the Registrant after the effective
date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is
a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
This registration statement contains two prospectuses:
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a base prospectus, which covers the offering, issuance and sale by the registrant of up to $400,000,000 of the
securities identified below, from time to time in one or more offerings; and
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a sales agreement prospectus, which covers the offering, issuance and sale by us of shares of our common stock
having an aggregate offering price of up to $100,000,000 that may be issued and sold from time to time under an At-The-Market Equity Offering sales agreement, dated
May 18, 2026, or the Sales Agreement, between us and Stifel, Nicolaus & Company, Incorporated, or Stifel.
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The base
prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus to the base prospectus.
The sales agreement prospectus immediately follows the base prospectus. The $100,000,000 of shares of the Company’s common stock that may be offered,
issued and sold pursuant to the Sales Agreement and under the sales agreement prospectus is included in the $400,000,000 of securities that may be offered, issued and sold by the Company under the base prospectus. Upon termination of the Sales
Agreement, any portion of the $100,000,000 included in the sales agreement prospectus that is not sold pursuant to the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus and corresponding prospectus
supplements, and if no shares are sold under the Sales Agreement, the full $400,000,000 of securities may be sold in other offerings pursuant to the base prospectus and corresponding prospectus supplements. The specific terms of the securities to be
issued and sold under the Sales Agreement are specified in the sales agreement prospectus that immediately follows the base prospectus.
On August 8,
2023, the Company filed a sales agreement prospectus supplement, or the Prior Sales Agreement Prospectus, covering the offering, issuance and sale of up to a maximum aggregate offering price of $100,000,000 of shares of its common stock that could
be issued and sold from time to time under a sales agreement, dated as of August 8, 2023, or the Prior Sales Agreement, with Stifel. As of immediately prior to the filing of this registration statement, $88,474,029.98 of shares of common stock
remained available for sale under the Prior Sales Agreement Prospectus. The Sales Agreement replaces the Prior Sales Agreement, and, effective upon the filing of this registration statement, no further sales will be made under the Prior Sales
Agreement Prospectus and the Prior Sales Agreement Prospectus will be terminated.
Pursuant to Rule 415(a)(6), the securities being registered hereunder
include an aggregate of $254,918,450.00 of unsold securities, or the Unsold Securities, that remain unsold as of the date hereof consisting of: (i) $119,918,450.00 of unsold securities previously registered by the registrant’s registration
statement on Form S-3 (File No. 333-272378), filed with the SEC on June 2, 2023, or the 2023 Form S-3; and (ii)
$135,000,000.00 of unsold securities previously registered by the registrant’s registration statement on Form S-3 (File No. 333-280570), filed with the SEC on
June 28, 2024, or the 2024 Form S-3, collectively with the 2023 Form S-3, the Prior Registration Statements. The aggregate filing fee paid in connection with
such Unsold Securities was $39,631.32. Pursuant to Rule 415(a)(6) under the Securities Act, (i) the registration fee applicable to the Unsold Securities is being carried forward to this registration statement and will continue to be applied to
the Unsold Securities, and (ii) the offering of the Unsold Securities registered on the Prior Registration Statements will be deemed terminated as of the date of effectiveness of this registration statement. If the registrant sells any of the
Unsold Securities pursuant to the Prior Registration Statements after the date of the initial filing, and prior to the date of effectiveness, of this registration statement, the registrant will file a
pre-effective amendment to this registration statement, which will reduce the number of Unsold Securities included on this registration statement.
Upon the effectiveness of this registration statement, no further offers or sales will be made pursuant the Prior Registration Statements.
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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 18, 2026
PROSPECTUS
$400,000,000
Common Stock
Preferred
Stock
Debt Securities
Warrants
Units
From time to time, we may offer and sell up to $400,000,000 in aggregate principal amount of our Common Stock, Preferred Stock, Debt Securities, Warrants or
Units, in each case in one or more issuances and at prices and on terms that we will determine at the time of the offering.
This prospectus describes the
general manner in which any of these securities may be offered using this prospectus. We will specify in an accompanying prospectus supplement the terms of the securities offered and other details regarding the offering thereof. The supplement may
also add, update or change information contained in this prospectus with respect to that offering.
Our common stock is listed on The Nasdaq Global Select
Market under the symbol “PEPG.” On May 15, 2026, the closing price of our common stock, as reported on The Nasdaq Global Select Market, was $1.55 per share.
Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “ Risk
Factors ” on page 9 of this prospectus and under any similar heading in the documents that are incorporated by reference into this prospectus, as well as “ Special Note Regarding Forward-Looking
Statements ” on page 4 of this prospectus. You should read the entire prospectus and any applicable prospectus supplement carefully before you make your investment decision.
The securities covered by this prospectus may be sold directly by us to investors, through agents designated by us from time to time or through underwriters
or dealers at prices and on terms to be determined at the time of offering. We will include in an applicable prospectus supplement the names of any underwriters or agents and any applicable commissions or discounts. Additional information on the
methods of sale appears under “ Plan of Distribution ” in this prospectus. We will also describe in an applicable prospectus supplement the way(s) in which we expect to use the net proceeds we receive from any sale.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to offer or sell any
securities unless accompanied by a prospectus supplement.
The date of this prospectus is , 2026.
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TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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ABOUT THE COMPANY
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RISK FACTORS
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USE OF PROCEEDS
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DIVIDEND POLICY
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GENERAL DESCRIPTION OF SECURITIES
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DESCRIPTION OF CAPITAL STOCK
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DESCRIPTION OF DEBT SECURITIES
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DESCRIPTION OF WARRANTS
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DESCRIPTION OF UNITS
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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You should rely only on the information contained or incorporated by reference in this prospectus and in an applicable
prospectus supplement to this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different, additional or inconsistent information, you should not rely on it. We
do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell these securities or soliciting any offer to buy these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any applicable prospectus supplement or any free writing prospectus we authorize to be delivered to you is accurate only as
of the date of that document or any other date set forth in that document. Additionally, any information we have incorporated by reference in this prospectus or in any applicable prospectus supplement is accurate only as of the date of the document
incorporated by reference or other date set forth in that document, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any sale of securities. Our business, financial condition, results of operations, cash
flow and prospects may have changed since that date.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange
Commission, or the SEC, using a “shelf” registration process.
Under this process, we may sell the securities described in this prospectus in
one or more offerings for an aggregate offering amount of up to $400,000,000. This prospectus describes the general manner in which we may offer the securities described in this prospectus. Each time we sell securities pursuant to this registration
statement, we will provide a prospectus supplement that will contain specific information about the offering and the securities offered, and may also add, update or change information contained in this prospectus. We may also authorize one or more
free writing prospectuses to be provided to you that may contain material information relating to these offerings. If there is any inconsistency between information in this prospectus and any accompanying prospectus supplement or free writing
prospectus, you should rely on the information in the most recent applicable prospectus supplement or free writing prospectus and documents incorporated by reference herein and therein. This prospectus may not be used to offer to sell, solicit an
offer to buy or consummate a sale of our securities unless it is accompanied by a prospectus supplement.
This prospectus, together with any accompanying
prospectus supplement together with any additional information incorporated by reference, contains important information you should know before investing in our securities, including important information about us and the securities being offered.
You should carefully read both documents, as well as the additional information contained in the documents described under “ Where You Can Find More Information” and “ Incorporation of Certain Information by
Reference ” in both this prospectus and the applicable prospectus supplement, and in particular the annual, quarterly and current reports and other documents we file with the SEC. Neither this prospectus nor any accompanying prospectus
supplement is an offer to sell these securities or is soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the
Securities Act, with respect to the securities offered by this prospectus and any applicable prospectus supplement. This prospectus and the applicable prospectus supplement do not contain all of the information set forth in the registration
statement and its exhibits and schedules in accordance with SEC rules and regulations. For further information with respect to us and the securities being offered by this prospectus and the applicable prospectus supplement, you should read the
registration statement, including its exhibits and schedules. Statements contained in this prospectus and the applicable prospectus supplement, including documents that we have incorporated by reference, as to the contents of any contract or other
document referred to are not necessarily complete, and, with respect to any contract or other document filed as an exhibit to the registration statement or any other such document, each such statement is qualified in all respects by reference to the
corresponding exhibit. You should review the complete contract or other document to evaluate these statements. You may obtain copies of the registration statement and its exhibits via the SEC’s EDGAR database or our website.
We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the U.S. Securities Exchange Act of 1934, as amended,
or the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC
at www.sec.gov .
We also make these documents available on our website at www.pepgen.com . Our website and the information contained or
connected to our website is not incorporated by reference in this prospectus or any prospectus supplement, and you should not consider it part of this prospectus or any prospectus supplement.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SEC rules permit us to incorporate information by reference in this prospectus and any applicable prospectus supplement. This means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus and any applicable prospectus supplement, except for information
superseded by information contained in this prospectus or the applicable prospectus supplement itself or in any subsequently filed incorporated document. This prospectus and any applicable prospectus supplement incorporate by reference the documents
set forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition.
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Annual Report on Form
10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 4, 2026;
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Quarterly Report on Form
10-Q for the quarter ended March 31, 2026, filed with the SEC on May 12, 2026;
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Current Reports on Form 8-K filed with the SEC on March 4,
2026 , and March 30, 2026 ;
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Definitive Proxy Statement on Schedule
14A , filed with the SEC on April
28, 2026, to the extent incorporated by reference into Part III of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025; and
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The description of our common stock contained in our Registration Statement on Form
8-A filed with the SEC on May
3, 2022, and as set forth by the description of the Registrant’s common stock set forth in Exhibit 4.3 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2022, filed with the SEC on March 23, 2023, including any amendments or reports filed for the purpose of updating such description.
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All documents that we file (but not those that we furnish) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of the
initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus and will automatically update and supersede the
information in this prospectus, and any previously filed documents. All documents that we file (but not those that we furnish) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior
to the termination of the offering of any of the securities covered under this prospectus shall be deemed to be incorporated by reference into this prospectus and will automatically update and supersede the information in this prospectus, the
applicable prospectus supplement and any previously filed documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference in this prospectus or the applicable prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus and such applicable prospectus supplement to the extent that a statement contained in
this prospectus or such applicable prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus and such applicable prospectus supplement, modifies or supersedes
such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or such applicable prospectus supplement.
Documents incorporated by reference are available from us without charge, excluding all exhibits unless specifically incorporated by reference as an exhibit
to this prospectus and the applicable prospectus supplement.
Prospective investors may obtain documents incorporated by reference in this prospectus and
the applicable prospectus supplement at no cost by requesting them in writing or by telephone from us at our executive offices at:
PepGen
Inc.
321 Harrison Avenue, 8th Floor
Boston, MA 02118
Attention:
Investor Relations
(781) 797-0979
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, together with any accompanying prospectus supplement, includes and incorporates by reference “forward-looking statements” within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and releases issued by the SEC and within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements
of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plan, objectives of management and expected market growth, are
forward-looking statements. You can identify these forward-looking statements by the use of words such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,”
“could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,”
“potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future
trends, or the negative of these terms or other comparable terminology. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results
to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under “ Risk Factors ” and include, among other things:
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the initiation, timing, progress, results, and cost of our research and development programs and our current and
future preclinical studies and clinical trials, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, and the period during which the results of our clinical trials will become
available;
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our ability to efficiently develop our existing product candidate and discover new product candidates;
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our ability to successfully manufacture our investigational drug substances and drug product for preclinical use,
for clinical trials and on a larger scale for commercial use, if our investigational drug candidate or any new product candidates are approved;
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our ability to obtain funding for our operations necessary to complete further development and commercialization
of our existing product candidate or future product candidates;
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our ability to obtain and maintain regulatory approval of our existing product candidate or future product
candidates;
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our ability to commercialize our product candidates, if approved;
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the pricing and reimbursement of our product candidates, if approved;
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the implementation of our business model, and strategic plans for our business and product candidates;
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the scope of protection we are able to establish and maintain for intellectual property rights covering our
product candidates and our technology platform;
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estimates of our future expenses, revenues, capital requirements, and our needs for additional financing;
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the size and growth potential of the markets for our product candidates, and our ability to serve those markets;
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our financial performance;
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the rate and degree of market acceptance of our product candidates;
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regulatory developments in the United States, or U.S., and foreign countries;
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our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately, and
our ability to identify and contract with alternative third-party suppliers and manufacturers in a timely manner and on reasonable terms, if needed;
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our ability to produce our products or product candidates with advantages in turnaround times or manufacturing
cost;
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the success of competing therapies that are or may become available;
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our ability to attract and retain key research and development or management personnel;
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the impact of laws and regulations;
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the impact of current or future litigation;
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developments relating to our competitors and our industry;
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the effects of any epidemics or pandemics, including mitigation efforts and economic effects, on any of the
foregoing or other aspects of our business operations, including but not limited to our preclinical studies and clinical trials and any future studies or trials; and
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other risks and uncertainties, including those listed under the caption “Risk Factors.”
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These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In evaluating such forward-looking
statements, you should specifically consider various factors that may cause actual results to differ materially from current expectations, including the risks outlined under the heading “ Risk Factors ” contained in this prospectus
and any related prospectus supplement or free writing prospectus, and in any other documents incorporated herein or therein (including in our most recent annual report on Form 10-K, subsequent quarterly
reports on Form 10-Q and other filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act). Any forward-looking statement in this prospectus or any related prospectus
supplement or free writing prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future growth. Given
these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes
available in the future.
Market and Industry Data and Estimates
This prospectus, together with any accompanying prospectus supplement and the information incorporated herein or therein by reference, also contains estimates,
projections and other information concerning our industry, our business and the markets for our product candidates, including data regarding the estimated size of those markets, their projected growth rates and the incidence of certain medical
conditions. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this
information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government
data and similar sources. We have not independently verified the accuracy and completeness of such data, and in some cases, we do not expressly refer to the sources from which these data are derived.
Trademarks
PepGen Inc., the PepGen logo and our other
registered or common law trademarks, trade names or service marks appearing in this prospectus are owned by us. This prospectus, any applicable prospectus supplement or any information incorporated herein or therein may contain references to our
trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, generally appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights
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or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with,
or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus are the
property of their respective owners.
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ABOUT THE COMPANY
The following highlights information about the Registrant and our business contained elsewhere or incorporated by reference in this prospectus. It is not
complete and does not contain all of the information that you should consider before investing in any of our securities. You should carefully read this prospectus together with the more detailed information incorporated by reference in this
prospectus.
Overview
We are a clinical-stage
biotechnology company advancing the next generation of oligonucleotide therapeutics with the goal of transforming the treatment of severe neuromuscular and neurologic diseases. Our proprietary Enhanced Delivery Oligonucleotide, or EDO, platform is
founded on over a decade of research and development and leverages cell-penetrating peptides, or CPPs, to improve the uptake and activity of conjugated oligonucleotide therapeutics. Using these EDO peptides, our goal is to develop a research and
development pipeline of oligonucleotide therapeutic candidates that are designed to target the root cause of serious diseases.
We are currently focused
on addressing the underlying cause of myotonic dystrophy type 1, or DM1, a multi-systemic neuromuscular disease with high unmet need and no approved therapies. We are developing PGN-EDODM1 for the treatment of
DM1 and are utilizing what we believe to be a unique mechanism of action and a different delivery approach compared to other approaches in more advanced stages of clinical development. We have conducted extensive preclinical studies of our product
candidate, and these preclinical data form the basis of our clinical development plan for PGN-EDODM1.
Corporate Information
We were initially formed as PepGen
Limited on January 25, 2018 in the U.K., and on November 9, 2020, PepGen Limited initiated a corporate reorganization as part of which it formed PepGen Inc. in Delaware. PepGen Limited was dissolved on December 10, 2024. We completed
our IPO in May 2022 and became listed on Nasdaq under the ticker symbol “PEPG.” Our principal executive offices are located at 321 Harrison Avenue, Boston MA 02118. Our telephone number is (781)
797-0979.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available, free of
charge, on or through our website as soon as reasonably practicable after such reports and amendments are electronically filed with or furnished to the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements
and other information regarding our filings at www.sec.gov .
For additional information about our Company, please refer to other documents we have
filed with the SEC and that are incorporated by reference into this prospectus, as listed under the heading “ Incorporation of Certain Information by Reference .”
Implications of Being an Emerging Growth Company and a Smaller Reporting Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As an
emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
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being permitted to only disclose two years of audited financial statements in addition to any required unaudited
interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;
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reduced disclosure about our executive compensation arrangements;
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not being required to hold advisory votes on executive compensation or to obtain stockholder approval of any
golden parachute arrangements not previously approved; and
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an exemption from the auditor attestation requirement in the assessment of our internal control over financial
reporting.
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We may take advantage of these exemptions until the fifth anniversary of our initial public offering or such earlier time
that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or
more; (ii) December 31, 2027; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the last day of the fiscal year in which we are deemed to be a large
accelerated filer under the rules of the SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th. We may choose to take
advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public
companies in which you hold stock. We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an emerging growth company, we may rely on
certain of these exemptions, including without limitation, providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no
longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our common stock held by
non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal
year and our common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.
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RISK FACTORS
Investing in our securities involves certain risks. Before you invest in any of our common stock, preferred stock, debt securities, warrants or units, in
addition to the other information included in, or incorporated by reference into, this prospectus, you should carefully consider the risk factors contained in our Annual Report on Form 10-K for the year ended
December 31, 2025 filed with the SEC on March 4, 2026, which is incorporated into this prospectus by reference, as updated by our annual or quarterly reports for subsequent fiscal years or fiscal quarters that we file with the SEC and that
are so incorporated. See “ Where You Can Find More Information ” for information about how to obtain a copy of these documents. You should also carefully consider the risks and other information that may be contained in, or
incorporated by reference into, any prospectus supplement relating to specific offerings of securities.
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USE OF PROCEEDS
Unless otherwise described in the applicable prospectus supplement, we intend to use the net proceeds from the sale of any securities described in this
prospectus for general corporate purposes, which may include research and development and preclinical and clinical development costs to support the advancement of our product candidates; working capital; capital expenditures; general and
administrative expenses; and other general corporate purposes.
We may set forth additional information concerning our expected use of net proceeds from
sales of securities in the applicable prospectus supplement relating to the specific offering. Pending use of net proceeds as described above, we may temporarily invest the net proceeds in a variety of capital preservation instruments, including
high quality, investment grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government, or may hold such proceeds as cash, until they are used for their stated purpose. We have not determined the amount of net
proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds.
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DIVIDEND POLICY
We have never declared or paid any cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. Payment of
cash dividends, if any, in the future will solely be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements,
business prospects and other factors our board of directors may deem relevant.
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GENERAL DESCRIPTION OF SECURITIES
We may offer shares of common or preferred stock, various series of senior or subordinated debt securities, warrants, or units consisting of combinations of
the foregoing, in each case from time to time under this prospectus, together with the applicable prospectus supplement, at prices and on terms to be determined by market conditions at the time of offering. This prospectus provides you with a
general description of the securities we may offer. At the time we offer a particular type or series of securities, we will provide an applicable prospectus supplement describing the specific amounts, prices and other important terms of the
securities, including, to the extent applicable:
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designation or classification;
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aggregate principal amount or aggregate offering price;
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voting or other rights;
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rates and times of payment of interest, dividends or other payments;
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liquidation preference;
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original issue discount;
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maturity;
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ranking;
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restrictive covenants;
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redemption, conversion, exercise, exchange, settlement or sinking fund terms, including prices or rates, and any
provisions for changes to or adjustments in such prices or rates and in the securities or other property receivable upon conversion, exercise, exchange or settlement;
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any securities exchange or market listing arrangements; and
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important U.S. federal income tax considerations.
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This prospectus may not be used to offer or sell securities unless accompanied by an applicable prospectus supplement. The applicable prospectus supplement
may add, update or change information contained in this prospectus or in documents incorporated by reference in this prospectus. You should read the applicable prospectus supplement related to any securities being offered.
We may sell the securities to or through underwriters, dealers or agents, directly to purchasers or through a combination of any of these methods of sale or
as otherwise set forth under “ Plan of Distribution .” We and our underwriters, dealers or agents reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through
underwriters or agents, we will include in the applicable prospectus supplement (i) the names of the underwriters or agents and applicable fees, discounts and commissions to be paid to them; (ii) details regarding over-allotment options,
if any; and (iii) net proceeds to us.
The following descriptions are not complete and may not contain all the information you should consider before
investing in any securities we may offer hereunder; they are summarized from, and qualified by reference to, our amended and restated certificate of incorporation, amended and restated bylaws and the other documents referred to in the descriptions,
all of which are or will be publicly filed with the SEC, as applicable. See “ Where You Can Find More Information .”
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DESCRIPTION OF CAPITAL STOCK
The following summary description of our common stock and preferred stock, together with the additional information we include in any applicable prospectus
supplements, summarizes the material terms and provisions of our capital stock. The following description of our capital stock is intended as a summary only, does not purport to be complete and is subject to, and qualified in its entirety by, our
amended and restated certificate of incorporation and amended and restated bylaws, which are exhibits to the registration statement of which this prospectus forms a part, and by applicable law. The terms of our common stock and preferred stock may
also be affected by Delaware law.
Authorized Capital Stock
Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value
$0.0001 per share, all of which preferred stock is undesignated. As of May 15, 2026, we had 69,169,215 shares of our common stock outstanding and no shares of preferred stock outstanding. Unless our board of directors determines otherwise, we
will issue all shares of our capital stock in uncertificated form.
Common Stock
The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common
stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights
of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.
In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after
payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. When we issue shares of common stock under this prospectus, when issued and paid for, the shares will validly issued, fully paid and non-assessable.
Exchange Listing
Our common stock is listed on The Nasdaq Global Select Market under the symbol “PEPG.” On May 15, 2026, the closing price for our common stock, as
reported on The Nasdaq Global Select Market, was $1.55 per share. As of May 15, 2026, we had approximately 7 stockholders of record. The actual number of stockholders is greater than the number of record holders, and includes stockholders who
are beneficial owners, but whose shares are held in street name by brokers and other nominees. The number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Transfer Agent and Registrar
The transfer agent
and registrar for our common stock is Computershare Trust Company, N.A.. The transfer agent and registrar’s address is 250 Royall Street, Canton, Massachusetts 02021, and its telephone number is (800)
962-4284.
Preferred Stock
Undesignated Preferred Stock
Our board of
directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions
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thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number
of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood
that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other corporate action.
We have no shares of preferred stock outstanding, and we have no present plan to issue any shares of preferred stock.
The purpose of authorizing our
board of directors to issue preferred stock in one or more series and determine the number of shares in the series and its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. Examples of rights and
preferences that the board of directors may fix are:
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dividend rights;
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dividend rates;
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conversion rights;
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voting rights;
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terms of redemption; and
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liquidation preferences.
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The existence of authorized but unissued shares of undesignated preferred stock may enable our board of directors to render more difficult or to discourage an
attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best
interests of us or our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the
proposed acquirer, stockholder or stockholder group. The rights of holders of our common stock described above, will be subject to, and may be adversely affected by, the rights of any preferred stock that we may designate and issue in the future.
The issuance of shares of undesignated preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting
rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.
Additional Series of Preferred
Stock
We will incorporate by reference as an exhibit to the registration statement, which includes this prospectus, the form of any certificate of
designation that describes the terms of any additional series of preferred stock we may offer pursuant to this prospectus. This description and the applicable prospectus supplement will include:
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the title and stated value;
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the number of shares authorized;
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the liquidation preference per share;
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the purchase price;
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the dividend rate, period and payment date, and method of calculation for dividends;
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whether dividends will be cumulative or non-cumulative and, if
cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those
redemption and repurchase rights;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price,
or how it will be calculated, and the conversion period;
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or
how it will be calculated, and the exchange period;
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voting rights, if any, of the preferred stock;
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preemptive rights, if any;
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restrictions on transfer, sale or other assignment, if any;
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whether interests in the preferred stock will be represented by depositary shares;
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a discussion of any material United States federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate,
dissolve or wind up our affairs;
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any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the
series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
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When we issue shares of preferred stock under this prospectus, the shares will fully be paid and nonassessable and will not be subject
to any preemptive or similar rights.
Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws and Delaware Law
Our certificate of incorporation and bylaws include a number of provisions that may have the effect of delaying, deferring or preventing another party from
acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover
attempts. These provisions include the items described below.
Board Composition and Filling Vacancies
Our certificate of incorporation provides for the division of our board of directors into three classes serving staggered three-year terms, with one class
being elected each year. Our certificate of incorporation also provides that directors may be removed only for cause and then only by the affirmative vote of the holders of two-thirds or more of the shares
then entitled to vote at an election of directors. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of our board, may only be filled by the affirmative vote of a
majority of our directors then in office even if less than a quorum. The classification of directors, together with the limitations on removal of directors and treatment of vacancies, has the effect of making it more difficult for stockholders to
change the composition of our board of directors.
No Written Consent of Stockholders
Our certificate of incorporation provides that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting,
and that stockholders may not take any action by written consent in
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lieu of a meeting. This limit may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our bylaws or removal of directors by our stockholders
without holding a meeting of stockholders.
Meetings of Stockholders
Our certificate of incorporation and bylaws provide that only a majority of the members of our board of directors then in office may call special meetings of
stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our bylaws limit the business that may be conducted at an annual meeting of stockholders to
those matters properly brought before the meeting.
Advance Notice Requirements
Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new
business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally,
to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our bylaws specify the requirements as to form
and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.
Amendment to Certificate of Incorporation and Bylaws
Any amendment of our certificate of incorporation must first be approved by a majority of our board of directors, and if required by law or our certificate of
incorporation, must thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the
provisions relating to stockholder action, board composition, and limitation of liability must be approved by not less than two-thirds of the outstanding shares entitled to vote on the amendment, and not less
than two-thirds of the outstanding shares of each class entitled to vote thereon as a class. Our bylaws may be amended by the affirmative vote of a majority of the directors then in office, subject to any
limitations set forth in the bylaws; and may also be amended by the affirmative vote of a majority of the outstanding shares entitled to vote on the amendment, voting together as a single class, except that the amendment of the provisions relating
to notice of stockholder business and nominations and special meetings must be approved by not less than two-thirds of the outstanding shares entitled to vote on the amendment, and not less than two-thirds of the outstanding shares of each class entitled to vote thereon as a class, or, if our board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority
of the outstanding shares entitled to vote on the amendment, in each case voting together as a single class.
Exclusive Forum
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the
sole and exclusive forum for any state law claims for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers and employees to us
or our stockholders; (3) any action asserting a claim arising pursuant to the Delaware General Corporation Law or our certificate of incorporation or bylaws (including the interpretation, validity or enforceability thereof) or (4) any
action asserting a claim that is governed by the internal affairs doctrine; provided, however, that this provision shall not apply to any causes of action arising under the Securities Act or the Exchange Act. In addition, our bylaws provide that,
unless we consent to an alternative forum, the federal district courts of the United States shall be the sole and exclusive
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forum for resolving any complaint asserting a cause of action under the Securities Act, or the Federal Forum Provision. Any person or entity purchasing or otherwise acquiring any interest in our
securities shall be deemed to have notice of and consented to these forum provisions. These forum provisions may impose additional costs on stockholders, may limit our stockholders’ ability to bring a claim in a forum they find favorable, and
the designated courts may reach different judgements or results than other courts. In addition, there is uncertainty as to whether our Federal Forum Provision will be enforced, which may impose additional costs on us and our stockholders.
Section 203 of the Delaware General Corporation Law
We are subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is
approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:
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before the stockholder became interested, our board of directors approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and
also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or
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at or after the time the stockholder became interested, the business combination was approved by our board of
directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
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Section 203 defines a business combination to include:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, transfer, lease, pledge or other disposition involving the interested stockholder of 10% or more of the
assets of the corporation;
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock
of the corporation to the interested stockholder;
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subject to exceptions, any transaction involving the corporation that has the effect of increasing the
proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other
financial benefits provided by or through the corporation.
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In general, Section 203 defines an interested stockholder as any entity
or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
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DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of our debt securities that we may issue from time to time. We may issue debt securities, in one or
more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, the applicable
prospectus supplement or free writing prospectus will describe the specific terms of any debt securities offered through that prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement
or free writing prospectus may differ from the terms we describe below. Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a
particular series of debt securities.
We will issue any senior debt securities under the senior indenture that we will enter into with the trustee named
in the senior indenture. We will issue any subordinated debt securities under the subordinated indenture that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the
registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this
prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
The indentures will be qualified under the Trust
Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.
The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and
qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus and any related free
writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete applicable indenture that contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior
indenture and the subordinated indenture are identical.
General
We will describe in the applicable prospectus supplement or free writing prospectus the terms of the series of debt securities being offered, including:
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the title;
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the principal amount being offered, and if a series, the total amount authorized and the total amount
outstanding;
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any limit on the amount that may be issued;
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whether or not we will issue the series of debt securities in global form, and, if so, the terms and who the
depository will be;
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the maturity date;
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whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a
person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;
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the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date
interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the terms of the subordination of any series of subordinated debt;
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the place where payments will be payable;
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restrictions on transfer, sale or other assignment, if any;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, the conditions upon which, and the price at which, we may, at our option, redeem
the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;
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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or
analogous fund provisions or otherwise, to redeem, or at the holder’s option, to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
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whether the indenture will restrict our ability to:
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incur additional indebtedness;
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issue additional securities;
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create liens;
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pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries;
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redeem capital stock;
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place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;
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make investments or other restricted payments;
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sell or otherwise dispose of assets;
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enter into sale-leaseback transactions;
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engage in transactions with stockholders or affiliates;
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issue or sell stock of our subsidiaries;
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effect a consolidation or merger;
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whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios;
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a discussion of certain material or special United States federal income tax considerations applicable to the
debt securities;
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information describing any book-entry features;
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provisions for a sinking fund purchase or other analogous fund, if any;
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the applicability of the provisions in the indenture on discharge;
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whether the debt securities are to be offered at a price such that they will be deemed to be offered at an
“original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and
any integral multiple thereof;
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the
equivalent amount in U.S. dollars; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities,
including any additional events of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the
debt securities.
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Conversion or Exchange Rights
We will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a series of debt securities may be convertible into or
exchangeable for our common stock, our preferred stock or other securities (including securities of a third-party). We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may
include provisions pursuant to which the number of shares of our common stock, our preferred stock or other securities (including securities of a third-party) that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide
otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, the indentures will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or
otherwise dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate. If the debt securities are convertible
into or exchangeable for other securities of ours or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the debt securities into securities
that the holders of the debt securities would have received if they had converted the debt securities before the consolidation, merger or sale.
Events
of Default Under the Indenture
Unless we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series
of debt securities, the following are events of default under the indentures with respect to any series of debt securities that we may issue:
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if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment
has not been extended;
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if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable at maturity, upon
redemption or repurchase or otherwise, and the time for payment has not been extended;
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if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other
than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of
the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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We will describe in each applicable prospectus supplement or free writing prospectus any additional events of default relating to the relevant series of debt
securities.
If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in
the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare
the unpaid principal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the unpaid principal, premium, if any, and accrued interest,
if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.
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The holders of a majority in principal amount of the outstanding debt securities of an affected series may
waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in
accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indentures, if an event of default
under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities,
unless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it
in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of
any series will have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:
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the holder has given written notice to the trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have
made written request, and such holders have offered reasonable indemnity to the trustee or security satisfactory to it against any loss, liability or expense or to be incurred in compliance with instituting the proceeding as trustee; and
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate
principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.
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These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest
on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement or free writing prospectus.
We will periodically
file statements with the trustee regarding our compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
Subject to the terms of the indenture for any series of debt securities that we may issue, we and the trustee may change an indenture without the consent of
any holders with respect to the following specific matters:
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to fix any ambiguity, defect or inconsistency in the indenture;
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to comply with the provisions described above under “ Description of Debt Securities-Consolidation,
Merger or Sale ;”
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust
Indenture Act;
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms,
or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any
series as provided under “ Description of Debt Securities-General ,” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the
rights of the holders of any series of debt securities;
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to evidence and provide for the acceptance of appointment hereunder by a successor trustee;
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to provide for uncertificated debt securities and to make all appropriate changes for such purpose;
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to add to our covenants such new covenants, restrictions, conditions or provisions for the benefit of the
holders, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred to us in the indenture; or
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to change anything that does not materially adversely affect the interests of any holder of debt securities of
any series.
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In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the
trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, subject to the terms of the indenture for any series of debt securities
that we may issue or as otherwise provided in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any
outstanding debt securities affected:
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extending the stated maturity of the series of debt securities;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any
premium payable upon the redemption or repurchase of any debt securities; or
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment,
supplement, modification or waiver.
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Discharge
Each indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement or free writing
prospectus applicable to a particular series of debt securities, we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any
premium and interest on, the debt securities of the series on the dates payments are due.
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Form, Exchange and Transfer
We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus
supplement or free writing prospectus, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be
deposited with, or on behalf of, The Depository Trust Company or another depository named by us and identified in a prospectus supplement or free writing prospectus with respect to that series. At the option of the holder, subject to the terms of
the indentures and the limitations applicable to global securities described in the applicable prospectus supplement or free writing prospectus, the holder of the debt securities of any series can exchange the debt securities for other debt
securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indentures
and the limitations applicable to global securities set forth in the applicable prospectus supplement or free writing prospectus, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly
endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise
provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement or free writing prospectus the security registrar, and any transfer agent in addition to the security
registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except
that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except
the unredeemed portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are
specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.
Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt
securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying
Agents
Unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will make payment of the interest on any
debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
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We will pay principal of and any premium and interest on the debt securities of a particular series at the
office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will make interest payments by check that we will mail to the holder or by wire transfer to
certain holders. Unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of
each series. We will name in the applicable prospectus supplement or free writing prospectus any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment
for the debt securities of a particular series.
All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or
interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment
thereof.
Governing Law
The indentures and the debt
securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.
Ranking of Debt Securities
The subordinated debt
securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement or free writing prospectus. The subordinated indenture does not limit the amount of subordinated
debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.
The senior debt securities will rank
equally in right of payment to all our other senior unsecured debt. The senior indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.
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DESCRIPTION OF WARRANTS
The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and
provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular
terms of any series of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below.
Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement, which includes this prospectus.
General
We may issue warrants for the purchase of common
stock, preferred stock and/or debt securities in one or more series. We may issue warrants independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these securities.
We will evidence each series of warrants by warrant certificates that we will issue under a separate warrant agreement. We will enter into the warrant
agreement with a warrant agent. We will indicate the name and address of the warrant agent in the applicable prospectus supplement relating to a particular series of warrants.
We will describe in the applicable prospectus supplement the terms of the series of warrants, including:
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the offering price and aggregate number of warrants offered;
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the currency for which the warrants may be purchased;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of
warrants issued with each such security or each principal amount of such security;
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if applicable, the date on and after which the warrants and the related securities will be separately
transferable;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon
exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or
preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and
the warrants;
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the terms of any rights to redeem or call the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise
of the warrants;
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the periods during which, and places at which, the warrants are exercisable;
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the manner of exercise;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreement and warrants may be modified;
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federal income tax consequences of holding or exercising the warrants;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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DESCRIPTION OF UNITS
We may issue units comprised of shares of common stock, shares of preferred stock, debt securities and warrants in any combination. We may issue units in such
amounts and in as many distinct series as we wish. This section outlines certain provisions of the units that we may issue. If we issue units, they will be issued under one or more unit agreements to be entered into between us and a bank or other
financial institution, as unit agent. The information described in this section may not be complete in all respects and is qualified entirely by reference to the unit agreement with respect to the units of any particular series. The specific terms
of any series of units offered will be described in the applicable prospectus supplement. If so described in a particular supplement, the specific terms of any series of units may differ from the general description of terms presented below. We urge
you to read any prospectus supplement related to any series of units we may offer, as well as the complete unit agreement and unit certificate that contain the terms of the units. If we issue units, forms of unit agreements and unit certificates
relating to such units will be incorporated by reference as exhibits to the registration statement, which includes this prospectus.
Each unit that we may
issue will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a
unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:
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the designation and terms of the units and of the securities comprising the units, including whether and under
what circumstances those securities may be held or transferred separately;
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any provisions of the governing unit agreement;
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the price or prices at which such units will be issued;
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the applicable United States federal income tax considerations relating to the units;
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities
comprising the units; and
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any other terms of the units and of the securities comprising the units.
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The provisions described in this section, as well as those described under “ Description of Capital Stock ,” “ Description of Debt
Securities” and “ Description of Warrants ” will apply to the securities included in each unit, to the extent relevant and as may be updated in any prospectus supplements.
Issuance in Series
We may issue units in such amounts
and in as many distinct series as we wish. This section summarizes terms of the units that apply generally to all series. Most of the financial and other specific terms of a particular series of units will be described in the applicable prospectus
supplement.
Unit Agreements
We will issue the units
under one or more unit agreements to be entered into between us and a bank or other financial institution, as unit agent. We may add, replace or terminate unit agents from time to time. We will identify the unit agreement under which each series of
units will be issued and the unit agent under that agreement in the applicable prospectus supplement.
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The following provisions will generally apply to all unit agreements unless otherwise stated in the
applicable prospectus supplement:
Modification without Consent
We and the applicable unit agent may amend any unit or unit agreement without the consent of any holder:
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to cure any ambiguity; any provisions of the governing unit agreement that differ from those described below;
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to correct or supplement any defective or inconsistent provision; or
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to make any other change that we believe is necessary or desirable and will not adversely affect the interests of
the affected holders in any material respect.
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We do not need any approval to make changes that affect only units to be issued after the
changes take effect. We may also make changes that do not adversely affect a particular unit in any material respect, even if they adversely affect other units in a material respect. In those cases, we do not need to obtain the approval of the
holder of the unaffected unit; we need only obtain any required approvals from the holders of the affected units.
Modification with Consent
We may not amend any particular unit or a unit agreement with respect to any particular unit unless we obtain the consent of the holder of that
unit, if the amendment would:
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impair any right of the holder to exercise or enforce any right under a security included in the unit if the
terms of that security require the consent of the holder to any changes that would impair the exercise or enforcement of that right; or
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reduce the percentage of outstanding units or any series or class the consent of whose holders is required to
amend that series or class, or the applicable unit agreement with respect to that series or class, as described below.
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Any other change
to a particular unit agreement and the units issued under that agreement would require the following approval:
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if the change affects only the units of a particular series issued under that agreement, the change must be
approved by the holders of a majority of the outstanding units of that series; or
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if the change affects the units of more than one series issued under that agreement, it must be approved by the
holders of a majority of all outstanding units of all series affected by the change, with the units of all the affected series voting together as one class for this purpose.
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These provisions regarding changes with majority approval also apply to changes affecting any securities issued under a unit agreement, as the governing
document.
In each case, the required approval must be given by written consent.
Unit Agreements Will Not Be Qualified under Trust Indenture Act
No unit agreement will be qualified as an indenture, and no unit agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore,
holders of units issued under unit agreements will not have the protections of the Trust Indenture Act with respect to their units.
Mergers and
Similar Transactions Permitted; No Restrictive Covenants or Events of Default
The unit agreements will not restrict our ability to merge or
consolidate with, or sell our assets to, another corporation or other entity or to engage in any other transactions. If at any time we merge or consolidate with, or
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sell our assets substantially as an entirety to, another corporation or other entity, the successor entity will succeed to and assume our obligations under the unit agreements. We will then be
relieved of any further obligation under these agreements.
The unit agreements will not include any restrictions on our ability to put liens on our
assets, nor will they restrict our ability to sell our assets. The unit agreements also will not provide for any events of default or remedies upon the occurrence of any events of default.
Governing Law
The unit agreements and the units
will be governed by New York law.
Form, Exchange and Transfer
We will issue each unit in global-i.e., book-entry-form only. Units in book-entry form will be represented by a global
security registered in the name of a depositary, which will be the holder of all the units represented by the global security. Those who own beneficial interests in a unit will do so through participants in the depositary’s system, and the
rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants. We will describe book-entry securities, and other terms regarding the issuance and registration of the units in the
applicable prospectus supplement.
Each unit and all securities comprising the unit will be issued in the same form.
If we issue any units in registered, non-global form, the following will apply to them.
The units will be issued in the denominations stated in the applicable prospectus supplement. Holders may exchange their units for units of smaller
denominations or combined into fewer units of larger denominations, as long as the total amount is not changed.
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Holders may exchange or transfer their units at the office of the unit agent. Holders may also replace lost,
stolen, destroyed or mutilated units at that office. We may appoint another entity to perform these functions or perform them ourselves.
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Holders will not be required to pay a service charge to transfer or exchange their units, but they may be
required to pay for any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership.
The transfer agent may also require an indemnity before replacing any units.
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If we have the right to redeem, accelerate or settle any units before their maturity, and we exercise our right
as to less than all those units or other securities, we may block the exchange or transfer of those units during the period beginning 15 days before the day we mail the notice of exercise and ending on the day of that mailing, in order to freeze the
list of holders to prepare the mailing. We may also refuse to register transfers of or exchange any unit selected for early settlement, except that we will continue to permit transfers and exchanges of the unsettled portion of any unit being
partially settled. We may also block the transfer or exchange of any unit in this manner if the unit includes securities that are or may be selected for early settlement.
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Only the depositary will be entitled to transfer or exchange a unit in global form, since it will be the sole holder of the unit.
Payments and Notices
In making payments and
giving notices with respect to our units, we will follow the procedures as described in the applicable prospectus supplement.
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PLAN OF DISTRIBUTION
We may sell the offered securities in and outside the U.S. (1) through underwriters or dealers, (2) directly to one or more purchasers, including to
a limited number of institutional purchasers, to a single purchaser or to our affiliates and stockholders, (3) through agents or (4) through a combination of any of these methods.
If underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account and may be resold from
time to time in one or more transactions, including:
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in one or more transactions at a fixed price or prices, which may be changed from time to time;
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in “at-the-market
offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
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through a market maker or into an existing trading market on an exchange or otherwise;
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at prices related to those prevailing market prices; or
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at negotiated prices.
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The applicable prospectus supplement will set forth the following information to the extent applicable:
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the terms of the offering;
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the names of any underwriters, dealers or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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the net proceeds from the sale of the securities;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any commissions paid to agents.
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Sale through Underwriters or Dealers
If any securities
are offered through underwriters, the underwriters will acquire the securities for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. Underwriters may offer and sell securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless
otherwise provided in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all of the offered securities if
they purchase any of them. In connection with the sale of securities, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and dealers may receive compensation from the underwriters in
the form of discounts or concessions. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
In order to facilitate the offering of securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the
securities. Specifically, the underwriters may overallot in connection with the offering, creating a short position in the securities for their account. In addition, to cover overallotments
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or to stabilize the price of the shares, the underwriters may bid for, and purchase, shares in the open market. Finally, an underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed shares in transactions to cover syndicate short positions, in stabilization transactions, or otherwise. Any of these
activities may stabilize or maintain the market price of the offered securities above independent market levels. The underwriters are not required to engage in these activities, and may discontinue any of these activities at any time.
Some or all of the securities that we offer through this prospectus may be new issues of securities with no established trading market. Any underwriters to
whom we sell securities for public offering and sale may make a market in those securities, but they will not be obligated to do so and they may discontinue any market making at any time without notice. Accordingly, we cannot assure you of the
liquidity of, or continued trading markets for, any securities offered pursuant to this prospectus.
If any securities are offered through dealers, we
will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale.
Direct Sales and Sales through Agents
We may sell the
securities directly to purchasers. If the securities are sold directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities, we will describe
the terms of any such sales in the applicable prospectus supplement. We may also sell the securities through agents designated from time to time. Sales may be made by means of ordinary brokers’ transactions on The Nasdaq Global Market at
market prices, in block transactions and such other transactions as agreed by us and any agent. In the applicable prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any
commissions payable to the agent. Unless otherwise provided in the applicable prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
At-the-Market Offerings
To the extent that we make sales through one or more underwriters or agents in
at-the-market offerings, we will do so pursuant to the terms of a sales agency financing agreement or other at-the-market offering arrangement between us, on one hand, and the underwriters or agents, on the other. If we engage in
at-the-market sales pursuant to any such agreement, we will issue and sell our securities through one or more underwriters or agents, which may act on an agency basis or
a principal basis. During the term of any such agreement, we may sell securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. Any such agreement will provide that any securities sold will be
sold at prices related to the then prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we
may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase blocks of our common stock or other securities. The terms of any such agreement will be set forth in more detail in the applicable prospectus
supplement.
Remarketing Arrangements
Offered
securities may also be offered and sold, if we so indicate in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or
more remarketing firms, acting as principals for their own accounts or as our agents. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus
supplement. Remarketing firms may be deemed to be underwriters of the offered securities under the Securities Act.
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Delayed Delivery Contracts
If we so indicate in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers by certain institutions to
purchase securities from us pursuant to contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement will describe the conditions to those contracts and the commission payable for solicitation of
those contracts.
General Information
We may have
agreements with the agents, dealers, underwriters and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers or
underwriters may be required to make. Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.
Each underwriter, dealer and agent participating in the distribution of any of the securities that are issuable in bearer form will agree that it will not
offer, sell or deliver, directly or indirectly, securities in bearer form in the United States or to United States persons, other than qualifying financial institutions, during the restricted period, as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7).
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LEGAL MATTERS
Certain legal matters in connection with this offering will be passed upon for us by Goodwin Procter LLP, New York, New York. Additional legal matters
may be passed on for us, or any underwriters, dealers or agents by counsel we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of PepGen Inc. and subsidiary as of December 31, 2025 and 2024, and for each of the years in
the two-year period ended December 31, 2025, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
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$400,000,000
Common Stock
Preferred
Stock
Debt Securities
Warrants
Units
PROSPECTUS
, 2026
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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 18, 2026
PROSPECTUS
Up to $100,000,000
Common Stock
We have entered into an At-The Market Equity Offering Sales Agreement, or the Sales Agreement, with Stifel,
Nicolaus & Company, Incorporated, or Stifel, dated May 18, 2026, relating to the sale of shares of our common stock, $0.0001 par value per share, or common stock. In accordance with the terms of the Sales Agreement, pursuant to this
prospectus, we may offer and sell shares of our common stock having an aggregate offering price of up to $100,000,000 from time to time through Stifel, acting as our sales agent. This Sales Agreement replaces our prior sales agreement, dated
August 8, 2023, with Stifel, or the Prior Sales Agreement. As of the date of this prospectus, $88,474,029.98 of shares of common stock remained available for sale under the Prior Sales Agreement. No sales will be made pursuant to the Prior
Sales Agreement subsequent to the date of this prospectus.
Our common stock is listed on The Nasdaq Global Select Market under the symbol
“PEPG.” On May 15, 2026, the closing sale price of our common stock on The Nasdaq Global Select Market was $1.55 per share.
Sales of
our common stock, if any, under this prospectus will be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the
Securities Act. Stifel is not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices to sell on our behalf all
of the shares of common stock requested to be sold by us, on mutually agreed terms between Stifel and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Stifel will be entitled to compensation under the terms of the Sales Agreement at a commission rate of up to 3.0% of the gross proceeds of any shares of common
stock sold under the Sales Agreement. In connection with the sale of our common stock on our behalf, Stifel will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Stifel may be deemed to be
underwriting commissions or discounts. See “ Plan of Distribution ” beginning on page 14 for additional information regarding the compensation to be paid to Stifel. We have also agreed to provide indemnification and contribution to
Stifel with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act.
We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, we have elected
to comply with certain reduced public company reporting requirements for this prospectus and for future filings. See “ Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company .”
Investing in our common stock involves a high degree of risk. See “ Risk Factors ” beginning on page 9 of this
prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus concerning factors you should consider before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026.
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PROSPECTUS
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ABOUT THIS PROSPECTUS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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PROSPECTUS SUMMARY
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RISK FACTORS
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USE OF PROCEEDS
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DIVIDEND POLICY
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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ABOUT THIS PROSPECTUS
This prospectus and the accompanying base prospectus are part of a registration statement on Form S-3 that we filed
with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this prospectus, we may offer shares of our common stock having an aggregate offering price of up to $100,000,000 from time to time at
prices and on terms to be determined by market conditions at the time of offering.
Before buying any of the shares of common stock offered hereby, we
urge you to read carefully this prospectus, the accompanying base prospectus and all of the information incorporated herein by reference in this prospectus and the accompanying base prospectus, as well as the additional information described below
under the heading “ Incorporation of Certain Information by Reference .” These documents contain important information that you should consider when making your investment decision.
We provide information to you about this offering of our common stock in two separate documents that are bound together: (1) this prospectus, which
describes the specific details regarding this offering; and (2) the accompanying base prospectus, which provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we
are referring to both documents combined. If information in this prospectus is inconsistent with the accompanying base prospectus, you should rely on this prospectus. To the extent there is a conflict between the information contained in this
prospectus, on the one hand, and the information contained in any document incorporated by reference in this prospectus that was filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this
prospectus, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus—the statement in the
document having the later date modifies or supersedes the earlier statement.
We have not, and the sales agent has not, authorized anyone to provide you
with information other than the information that we have provided or incorporated by reference in this prospectus, the accompanying base prospectus or any other prospectus and your reliance on any unauthorized information or representation is at
your own risk. This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus and
that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial
condition and results of operations may have changed since those dates.
We further note that the representations, warranties and covenants made by us in
any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to
such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and
covenants should not be relied on as accurately representing the current state of our affairs.
When used in this prospectus, the terms
“PepGen,” “we,” “our” and “us” refer to PepGen Inc., a Delaware corporation, and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, the accompanying base prospectus and the documents incorporated by reference in this prospectus and the accompanying base prospectus, include
and incorporate by reference “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and releases issued by the SEC and within the meaning of Section 27A of the Securities Act,
and Section 21E of the Exchange Act. All statements other than statements of historical facts contained or incorporated by reference in this prospectus and the accompanying base prospectus, including statements regarding our strategy, future
operations, future financial position, future revenue, projected costs, prospects, plan, objectives of management and expected market growth, are forward-looking statements. You can identify these forward-looking statements by the use of words such
as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,”
“expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,”
“target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. Such forward-looking
statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors
include, but are not limited to, those described under “ Risk Factors ” and include, among other things:
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the initiation, timing, progress, results, and cost of our research and development programs and our current and
future preclinical studies and clinical trials, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, and the period during which the results of our clinical trials will become
available;
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our ability to efficiently develop our existing product candidate and discover new product candidates;
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our ability to successfully manufacture our investigational drug substances and drug product for preclinical use,
for clinical trials and on a larger scale for commercial use, if our investigational drug candidate or any new product candidates are approved;
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our ability to obtain funding for our operations necessary to complete further development and commercialization
of our existing product candidate or future product candidates;
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our ability to obtain and maintain regulatory approval of our existing product candidate or future product
candidates;
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our ability to commercialize our product candidates, if approved;
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the pricing and reimbursement of our product candidates, if approved;
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the implementation of our business model, and strategic plans for our business and product candidates;
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the scope of protection we are able to establish and maintain for intellectual property rights covering our
product candidates and our technology platform;
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estimates of our future expenses, revenues, capital requirements, and our needs for additional financing;
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the size and growth potential of the markets for our product candidates, and our ability to serve those markets;
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our financial performance;
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the rate and degree of market acceptance of our product candidates;
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regulatory developments in the United States, or U.S., and foreign countries;
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our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately, and
our ability to identify and contract with alternative third-party suppliers and manufacturers in a timely manner and on reasonable terms, if needed;
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our ability to produce our products or product candidates with advantages in turnaround times or manufacturing
cost;
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the success of competing therapies that are or may become available;
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our ability to attract and retain key research and development or management personnel;
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the impact of laws and regulations;
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the impact of current or future litigation;
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developments relating to our competitors and our industry;
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the effects of any epidemics or pandemics, including mitigation efforts and economic effects, on any of the
foregoing or other aspects of our business operations, including but not limited to our preclinical studies and clinical trials and any future studies or trials; and
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other risks and uncertainties, including those listed under the caption “Risk Factors.”
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These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In evaluating such forward-looking
statements, you should specifically consider various factors that may cause actual results to differ materially from current expectations, including the risks outlined under the heading “ Risk Factors ” contained in this prospectus,
the accompanying base prospectus or any related free writing prospectus, and in any other documents incorporated herein or therein (including in our most recent annual report on Form 10-K, subsequent quarterly
reports on Form 10-Q and other filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act). Any forward-looking statement in this prospectus, the accompanying base
prospectus or any related free writing prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future
growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new
information becomes available in the future.
Market and Industry Data and Estimates
This prospectus, together with the accompanying base prospectus and the information incorporated herein or therein by reference, also contains estimates,
projections and other information concerning our industry, our business and the markets for our product candidates, including data regarding the estimated size of those markets, their projected growth rates and the incidence of certain medical
conditions. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this
information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government
data and similar sources. While we believe that each of these reports, research surveys and studies is reliable, and management is responsible for the accuracy of such information, we have not independently verified the accuracy and completeness of
such data, and in some cases, we do not expressly refer to the sources from which these data are derived.
Trademarks
PepGen Inc., the PepGen logo and our other registered or common law trademarks, trade names or service marks appearing in this prospectus are owned by us. This
prospectus, the accompanying base prospectus and any information incorporated herein or therein may contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in
this prospectus and the
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accompanying base prospectus, including logos, artwork and other visual displays, generally appear without the ® or TM symbols, but such
references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of
other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference in this prospectus, the
accompanying base prospectus and any related free writing prospectus are the property of their respective owners.
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PROSPECTUS SUMMARY
This summary highlights selected information about us and this offering and does not contain all of the information that you should consider before
investing in our common stock. You should read this prospectus and the accompanying base prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors” beginning on page 9 of this prospectus,
page 9 of the accompanying base prospectus, and our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, which are incorporated by reference in this prospectus, along with our consolidated financial statements and notes to those consolidated financial statements and the
other information incorporated by reference in this prospectus and the accompanying base prospectus, before making an investment decision.
Company
Overview
We are a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapeutics with the goal of transforming the
treatment of severe neuromuscular and neurologic diseases. Our proprietary Enhanced Delivery Oligonucleotide, or EDO, platform is founded on over a decade of research and development and leverages cell-penetrating peptides, or CPPs, to improve the
uptake and activity of conjugated oligonucleotide therapeutics. Using these EDO peptides, our goal is to develop a research and development pipeline of oligonucleotide therapeutic candidates that are designed to target the root cause of serious
diseases.
We are currently focused on addressing the underlying cause of myotonic dystrophy type 1, or DM1, a multi-systemic neuromuscular disease with
high unmet need and no approved therapies. We are developing PGN-EDODM1 for the treatment of DM1 and are utilizing what we believe to be a unique mechanism of action and a different delivery approach compared
to other approaches in more advanced stages of clinical development. We have conducted extensive preclinical studies of our product candidate, and these preclinical data form the basis of our clinical development plan for PGN-EDODM1.
Corporate Information
We were initially formed as PepGen Limited on January 25, 2018 in the U.K., and on November 9, 2020, PepGen Limited initiated a corporate
reorganization as part of which it formed PepGen Inc. in Delaware. PepGen Limited was dissolved on December 10, 2024. We completed our IPO in May 2022 and became listed on Nasdaq under the ticker symbol “PEPG.” Our principal
executive offices are located at 321 Harrison Avenue, Boston MA 02118. Our telephone number is (781) 797-0979.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available, free of charge, on or through our website as soon as reasonably
practicable after such reports and amendments are electronically filed with or furnished to the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at
www.sec.gov .
For additional information about our Company, please refer to other documents we have filed with the SEC and that are incorporated by
reference into this prospectus, as listed under the heading “ Incorporation of Certain Information by Reference .”
Implications of
Being an Emerging Growth Company and a Smaller Reporting Company
We qualify as an “emerging growth company” as defined in the Jumpstart
Our Business Startups Act of 2012, as amended, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced
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disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
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being permitted to only disclose two years of audited financial statements in addition to any required unaudited
interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;
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reduced disclosure about our executive compensation arrangements;
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not being required to hold advisory votes on executive compensation or to obtain stockholder approval of any
golden parachute arrangements not previously approved; and
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an exemption from the auditor attestation requirement in the assessment of our internal control over financial
reporting.
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We may take advantage of these exemptions until the fifth anniversary of our initial public offering or such earlier time
that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or
more; (ii) December 31, 2027; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the last day of the fiscal year in which we are deemed to be a large
accelerated filer under the rules of the SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th. We may choose to take
advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public
companies in which you hold stock. We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an emerging growth company, we may rely on
certain of these exemptions, including without limitation, providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no
longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our common stock held by
non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal
year and our common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.
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THE OFFERING
Common stock offered by us
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Shares of our common stock having an aggregate offering price of up to $100,000,000. |
Common stock to be outstanding after this offering
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Up to 133,684,087 shares, assuming sales of 64,516,129 shares of our common stock in this offering at an offering price of $1.55 per share, which was the last reported sale price of our common stock on The Nasdaq Global Select
Market on May 15, 2026. The actual number of shares of common stock issued will vary depending on the sales price under this offering. |
Plan of Distribution
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“At the market offering” that may be made from time to time on The Nasdaq Global Select Market or such other national securities exchange on which our common stock is then listed, through our sales agent, Stifel. See the section
entitled “ Plan of Distribution ” on page 16 of this prospectus. |
Use of Proceeds
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We currently intend to use the net proceeds from this offering, together with our existing cash, cash equivalents and marketable securities, to fund research and clinical development of current or additional product candidates, and the remainder
for working capital and other general corporate purposes. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or technologies to continue to build our
pipeline, research and development capabilities and our intellectual property position. See “ Use of Proceeds ” on page 12 of this prospectus. |
Risk Factors
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You should read the “ Risk Factors ” section of this prospectus beginning on page 9 and other information included in, or incorporated by reference into, this prospectus for a discussion of factors to consider before deciding to
purchase shares of our common stock. |
Nasdaq Global Select Market symbol
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“PEPG” |
All information in this prospectus related to the number of shares of our common stock to be outstanding immediately
after this offering is based on 69,167,958 shares of our common stock outstanding as of March 31, 2026. The number of shares outstanding as of March 31, 2026 as used throughout this prospectus, unless otherwise indicated, excludes:
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8,153,885 shares of common stock issuable upon the exercise of stock options outstanding as of March 31,
2026, at a weighted average exercise price of $5.14 per share;
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19,400 shares of common stock issuable upon the exercise of stock options granted subsequent to
March 31, 2026, at a weighted average exercise price of $1.73 per share;
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2,257,181 shares of common stock available for future issuance under our 2022 Stock Option and Incentive Plan, or
the 2022 Plan, as of March 31, 2026;
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1,210,579 shares of common stock available for future issuance under our 2022 Employee Stock Purchase Plan, or
the ESPP, as of March 31, 2026; and
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637,184 shares of common stock available for future issuance under our 2024 Inducement Plan, or the Inducement
Plan, as of March 31, 2026.
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Unless otherwise stated, all information contained in this prospectus (i) assumes no exercise of
stock options after March 31, 2026 and (ii) reflects an assumed public offering price of $1.55, which was the last reported sale price of our common stock on The Nasdaq Global Select Market on May 15, 2026.
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RISK FACTORS
Investing in our common stock involves a high degree of risk. Before you decide to invest in our common stock, you should carefully consider the risks and
uncertainties described below and in our most recent Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, together with all other information contained in this prospectus, the accompanying base prospectus, and in our filings with the SEC that we have incorporated by
reference in this prospectus and the accompanying base prospectus. If any of the following risks actually occurs, our business, financial condition or results of operations could be adversely affected, which, in turn, could have a negative impact on
the price of our common stock. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.
Additional Risks Related To Our Common Stock And This Offering
We have broad discretion in the use of the net proceeds from this offering and may use them in ways that you and other stockholders may not approve.
We currently expect to use the net proceeds of this offering to fund research and clinical development of current or additional product
candidates, and the remainder for working capital and other general corporate purposes. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or
technologies to continue to build our pipeline, research and development capabilities and our intellectual property position. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their
ultimate use may vary substantially from their currently intended use. Our management will have broad discretion in the application of the net proceeds from this offering and you will not have the opportunity as part of your investment decision to
assess whether the net proceeds are being used appropriately. Our management might not spend the net proceeds in ways that improve our results of operations or enhance the value of our common stock. The failure by our management to apply these funds
effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our common stock to decline and delay the development of our product candidates. Pending their use, we may invest the net
proceeds from this offering in a manner that does not produce income or that loses value. See “ Use of Proceeds .”
You may
experience future dilution as a result of future equity offerings.
To raise additional capital, we may in the future offer additional shares of
our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share
that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares
of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.
Future sales or issuances of our common stock in the public markets, or the perception of such sales, could depress the trading price of our common
stock.
The sale of a substantial number of shares of our common stock or other securities convertible into or exchangeable for our common stock in
the public markets, or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We may sell large quantities of our
common stock at any time pursuant to this prospectus or in one or more separate offerings. We cannot predict the effect that future sales of common stock or other equity-related securities would have on the market price of our common stock.
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The actual number of shares we will issue and gross proceeds resulting from those sales, at any one
time or in total, is uncertain.
Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion
to deliver a placement notice to Stifel at any time throughout the term of the Sales Agreement. The number of shares that are sold by Stifel after delivering a placement notice will fluctuate based on the market price of our common stock during the
sales period and limits we set with Stifel in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate based on the market price of our common stock
during the sales period, it is not possible at this stage to predict the number of shares or the gross proceeds to be raised in connection with those sales, if any, that will be ultimately issued.
The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay
different prices.
Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience
different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value
of their shares as a result of share sales made at prices lower than the prices they paid.
The price of our common stock may be volatile and
fluctuate substantially, which could result in substantial losses for purchasers of our common stock.
Our stock price is likely to be volatile.
The stock market in general and the market for biopharmaceutical companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility,
purchasers of our common stock could incur substantial losses. The market price for our common stock may be influenced by many factors, including:
|
|
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the success of competitive drugs or technologies;
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|
|
results of preclinical studies and clinical trials of our current or future product candidates or those of our
competitors;
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|
|
unanticipated safety concerns related to the use of any of our product candidates;
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|
regulatory or legal developments in the U.S. and other countries;
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|
developments or disputes concerning patent applications, issued patents or other proprietary rights;
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the recruitment or departure of key personnel;
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|
the level of expenses related to any of our current or future product candidates or clinical development
programs;
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the results of our efforts to discover, develop, acquire or in-license
additional current or future product candidates or drugs;
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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by
securities analysts;
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variations in our financial results or those of companies that are perceived to be similar to us;
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product liability claims or other litigation;
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changes in the structure of healthcare payment systems;
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market conditions in the pharmaceutical and biotechnology sectors;
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|
general economic, industry and market conditions, including inflation and potential tariffs; and
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10
Table of Contents
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the other factors described in this prospectus and listed under the caption “Risk Factors” our most
recent Annual Report on Form 10-K.
|
The stock market in general, and the Nasdaq Global Select
Market and biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies, which has resulted in decreased stock prices
for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects. Broad market and industry factors, including potentially worsening economic conditions and other adverse effects or developments
relating to geopolitical events or public health crises, may negatively affect the market price of our common stock, regardless of our actual operating performance. The realization of any of the above risks or any of a broad range of other risks,
including those described in this prospectus and our most recent Annual Report on Form 10-K, could have a significant and material adverse impact on the market price of our common stock.
11
Table of Contents
USE OF PROCEEDS
We may issue and sell shares of our common stock having aggregate sales proceeds of up to $100,000,000 from time to time under this prospectus. The amount of
the net proceeds to us from this offering will depend upon the number of shares of our common stock sold and the price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the Sales
Agreement with Stifel.
We currently intend to use the net proceeds from this offering, for general corporate purposes, which may include research and
development and preclinical and clinical development costs to support the advancement of our product candidates; working capital; capital expenditures; general and administrative expenses; and other general corporate purposes. We have not determined
the amount of net proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds.
The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the
future as our plans and business conditions evolve. We have not determined the amounts we plan to spend on any of the areas listed above or the timing of these expenditures. The amounts and timing of our actual expenditures may vary significantly
depending on numerous factors, including the actual net proceeds from this offering (which will depend on the market price of our common stock during the sales period, any limits we may set with Stifel in any applicable placement notice and the
demand for our common stock), the progress of our development, the status of and results from clinical trials and collaborations that we may enter into with third parties for our product candidates and any unforeseen cash needs, including the
factors described under “Risk Factors” in this prospectus, the accompanying base prospectus, and in the documents incorporated by reference herein and therein. As a result, our management will retain broad discretion over the allocation
of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds.
Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including
short-term, investment-grade, interest-bearing instruments and U.S. government securities.
12
Table of Contents
DIVIDEND POLICY
We have never declared or paid cash dividends on our capital stock. We currently plan to retain all of our future earnings, if any, to finance the operation,
development and growth of our business. We do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on our
financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments, provisions of applicable law and other factors the board deems relevant. Our ability to pay dividends on our common
stock may be restricted by the terms of any of our future indebtedness.
13
Table of Contents
PLAN OF DISTRIBUTION
We have entered into the Sales Agreement with Stifel, under which we may issue and sell up to $100.0 million of our shares of common stock from time to
time through or to Stifel, acting as sales agent or principal, subject to certain limitations, including the number of shares registered under the registration statement to which the offering relates. Sales of our shares of common stock, if any,
under this prospectus may be made by in negotiated transactions or transactions that are deemed to be “at-the-market offerings” as defined in Rule 415(a)(4)
under the Securities Act, including sales made directly on Nasdaq, or sales made to or through a market maker other than on an exchange or through an electronic communications network.
Each time we wish to issue and sell common stock under the Sales Agreement, we will notify Stifel of the maximum aggregate dollar value or number of shares to
be sold by Stifel on such day and the minimum price per share at which such shares may be sold. Once we have so instructed Stifel, unless Stifel declines to accept the terms of such notice, Stifel has agreed to use its commercially reasonable
efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such shares up to the amount specified on such terms. The obligations of Stifel under the Sales Agreement to sell shares of our common stock
are subject to a number of conditions that we must meet.
The settlement of sales of shares between us and Stifel is generally anticipated to occur on the
first trading day following the date on which the sale was made. Sales of our shares of common stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company. There is no arrangement for funds to be
received in an escrow, trust or similar arrangement.
We will pay Stifel a commission for its services in acting as an agent in the sale of our common
stock. Stifel will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold. We also may sell shares of common stock to Stifel as principal for its own account at a price agreed upon at the time of sale.
If we sell shares to Stifel as principal, we will enter into a separate terms agreement with Stifel and we will describe such agreement in a separate prospectus.
Because there is no minimum offering amount required as a condition to closing this offering, the actual total public offering amount, commissions and
proceeds to us, if any, are not determinable at this time. In addition, we have agreed to reimburse Stifel for fees and disbursements related to its legal counsel, in connection with the filing of this prospectus, in an amount not to exceed $50,000,
in addition to certain ongoing disbursements of its legal counsel, payable in an amount of up to $15,000 in connection with each triggering event date on which we are required to provide a certificate, unless we and Stifel otherwise agree. We
estimate that the total expenses for the offering, excluding compensation payable to Stifel under the terms of the Sales Agreement, will be approximately $0.5 million. The remaining sale proceeds, after deducting any other transaction fees,
will equal our net proceeds from the sale of such shares.
Stifel will provide written confirmation to us following the close of trading on Nasdaq on each
day in which common stock is sold through it as sales agent under the Sales Agreement. Each confirmation will include the number of shares of common stock sold through it as sales agent on that day, the aggregate gross proceeds of such sales, the
net proceeds to us and the compensation payable by us to Stifel.
In connection with the sale of shares of our common stock on our behalf, Stifel will,
with respect to the sales effected in an “at the market offering,” be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Stifel may be deemed to be underwriting commissions or
discounts. We have agreed to indemnify Stifel against certain civil liabilities, including liabilities under the Securities Act and the Exchange Act. We have also agreed to contribute to payments Stifel may be required to make in respect of such
liabilities. We and Stifel may each terminate the sale agreement at any time upon ten days’ prior notice.
14
Table of Contents
The offering of our common stock pursuant to the Sales Agreement will terminate upon the earlier of
(i) the issuance and sale of all shares of our common stock subject to the Sales Agreement and (ii) the termination of the Sales Agreement as permitted therein.
Stifel and its affiliates have in the past and may in the future provide various investment banking, commercial banking, financial advisory and other
financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business, Stifel may actively trade our securities for its own account or for the accounts of customers, and,
accordingly, Stifel may at any time hold long or short positions in such securities.
We previously entered into the Prior Sales Agreement, under which we
could issue and sell from time to time an aggregate of up to $100,000,000 of shares of our common stock through Stifel, as our sales agent. As of the date of this prospectus, $88,474,029.98 of shares of common stock remained available for sale under
the Prior Sales Agreement. The Sales Agreement as described herein replaces the Prior Sales Agreement, and no sales will be made pursuant to the Prior Sales Agreement subsequent to the date of this prospectus.
This prospectus and the accompanying base prospectus in electronic format may be made available on a website maintained by Stifel, and Stifel may distribute
this prospectus and the accompanying base prospectus electronically.
This summary of the material provisions of the Sales Agreement does not purport to
be a complete statement of its terms and conditions. A copy of the Sales Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part.
15
Table of Contents
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed upon for us by Goodwin Procter LLP, New York, New York. Stifel is being represented
in connection with this offering by Paul Hastings LLP, New York, New York.
EXPERTS
The consolidated financial statements of PepGen Inc. and subsidiary as of December 31, 2025 and 2024, and for each of the years in the two-year period ended December 31, 2025, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s website at www.sec.gov and on our investor website at www.pepgen.com . Our website is not a part of this prospectus and is not incorporated by reference in this prospectus.
This prospectus is part of a registration statement that we have filed with the SEC. Certain information in the registration statement has been omitted from
this prospectus in accordance with the rules of the SEC. For more detail about us and any securities that may be offered by this prospectus, you may examine the registration statement of which this prospectus forms a part, including its exhibits and
schedules. Statements contained in this prospectus and the accompanying base prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or document
filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SEC rules permit us to incorporate information by reference in this prospectus and the
accompanying base prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus and
the accompanying base prospectus, except for information superseded by information contained in this prospectus or the accompanying base prospectus or in any subsequently filed incorporated document. This prospectus and the accompanying base
prospectus incorporate by reference the documents set forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about
us and our business and financial condition.
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|
|
Annual Report on Form
10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 4, 2026;
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Quarterly Report on Form
10-Q for the quarter ended March 31, 2026, filed with the SEC on May 12, 2026;
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Current Reports on Form 8-K filed with the SEC on March 4,
2026 , and March 30, 2026 ;
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Definitive Proxy Statement on Schedule
14A , filed with the SEC on April
28, 2026, to the extent incorporated by reference into Part III of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025; and
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|
|
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The description of our common stock contained in our Registration Statement on Form
8-A filed with the SEC on May
3, 2022, and as set forth by the description of the Registrant’s common stock set forth in Exhibit 4.3 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2022, filed with the SEC on March 23, 2023, including any amendments or reports filed for the purpose of updating such description.
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16
Table of Contents
Documents incorporated by reference are available from us without charge, excluding all exhibits unless
specifically incorporated by reference as an exhibit to this prospectus and the accompanying base prospectus.
Prospective investors may obtain documents
incorporated by reference in this prospectus and the accompanying base prospectus at no cost by requesting them in writing or by telephone from us at our executive offices at:
PepGen Inc.
321 Harrison Avenue,
8th Floor
Boston, MA 02118
Attention: Investor Relations
(781) 797-0979
17
Table of Contents
Up to $100,000,000
Common Stock
PROSPECTUS
, 2026
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. |
Other Expenses of Issuance and Distribution
|
Set forth below is an estimate (except in the case of the SEC registration fee) of the amount of fees and expenses to be incurred in connection with the
issuance and distribution of the offered securities, other than underwriting discounts and commissions.
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SEC Registration fee (1)
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|
$ |
20,035.76 |
|
FINRA filing fee
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|
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* |
|
Legal fees and expenses
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|
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* |
|
Accounting fees and expenses
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|
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* |
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Printing expenses
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* |
|
Transfer agent and registrar fees
|
|
|
* |
|
Trustee fees (including counsel fees)
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|
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* |
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Miscellaneous
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* |
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Total
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* |
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(1) |
The $400,000,000 of securities registered pursuant to this registration statement includes an aggregate of
$39,631.32 of Unsold Securities registered pursuant to the Prior Regist
### EX-5.1 - EX-5.1
EX-5.1
3
d132482dex51.htm
EX-5.1
EX-5.1
Exhibit 5.1
May 18, 2026
PepGen Inc.
321 Harrison Ave, 8 th Floor
Boston, MA 02118
Re: |
Securities Being Registered under Registration Statement on Form
S-3
|
We have acted as counsel to you in connection with your filing of a Registration
Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering
by PepGen Inc., a Delaware corporation (the “Company”), of up to $400,000,000 of any combination of (i) the Company’s common stock, par value $0.0001 per share (“Common Stock”), (ii) the Company’s
preferred stock, par value $0.0001 per share (“Preferred Stock”), (iii) the Company’s debt securities (“Debt Securities”), (iv) warrants to purchase Common Stock, Preferred Stock, Debt Securities or Units (as
defined below ) (“Warrants”), (v) units comprised of Common Stock, Preferred Stock, Debt Securities, Warrants and other securities in any combination (“Units”). The Common Stock, Preferred Stock, Debt Securities,
Warrants, and Units are sometimes referred to collectively herein as the “Securities.” Securities may be issued in an unspecified number (with respect to Common Stock, Preferred Stock, Warrants, and Units or in an unspecified principal
amount (with respect to Debt Securities). The Registration Statement provides that the Securities may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements
(each a “Prospectus Supplement”) to the prospectus contained in the Registration Statement.
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 opinions set forth below, on certificates of officers of the Company.
The opinions set forth below are limited to the Delaware
General Corporation Law and the law of New York.
For purposes of the opinions set forth below, without limiting any other exceptions or qualifications
set forth herein, we have assumed that (i) each of the Debt Securities, Warrants and Units and Purchase Contract Agreements, and the indentures, warrant agreements, unit agreements and other agreements governing Securities offered pursuant to
the Registration Statement will be governed by the internal law of New York and (ii) after the issuance of any Securities offered pursuant to the Registration Statement, the total number of issued shares of Common Stock or Preferred Stock, as
applicable, together with the total number of shares of such stock issuable upon the exercise, exchange, conversion or settlement, as the case may be, of any exercisable, exchangeable or convertible security (including without limitation any Unit),
as the case may be, then outstanding, will not exceed the total number of authorized shares of Common Stock or Preferred Stock, as applicable, then available for issuance under the Company’s certificate of incorporation as then in effect (the
“Charter”).
PepGen Inc.
May 18, 2026
Page 2
For purposes of the opinions set forth below, we refer to the following as the “Future Approval and
Issuance” of Securities:
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|
|
with respect to any of the Securities, (a) the approval by the Company of the amount, terms and issuance of
such Securities (the “Approval”) and (b) the issuance of such Securities in accordance with the Approval upon the receipt by the Company of the consideration (which, in the case of shares of Common Stock or Preferred Stock, is not
less than the par value of such shares) to be paid in accordance with the Approval;
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|
|
|
with respect to Preferred Stock, (a) the establishment of the terms of such Preferred Stock by the Company
in conformity with the Charter and applicable law and (b) the execution, acknowledgement and filing with the Delaware Secretary of State, and the effectiveness of, a certificate of designations to the Charter setting forth the terms of such
Preferred Stock in accordance with the Charter and applicable law;
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|
|
|
with respect to Debt Securities, (a) the approval, execution and delivery of the indenture or a supplemental
indenture relating to such Securities by the Company and the trustee and/or (b) the establishment of the terms of such Securities by the Company in conformity with the indenture or supplemental indenture and applicable law, and (c) the
execution, authentication and issuance of such Securities in accordance with the indenture or supplemental indenture and applicable law; and
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|
|
with respect to Warrants or Units, (a) the approval, execution and delivery by the Company and any other
parties thereto of any agreement under which such Securities are to be issued, and (b) the establishment of the terms of such Securities and the issuance of such Securities in conformity with those terms, the terms of any applicable agreement
and applicable law.
|
Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:
1. Upon the Future Approval and Issuance of shares of Common Stock, such shares of Common Stock will be validly issued, fully paid
and nonassessable.
2. Upon the Future Approval and Issuance of shares of Preferred Stock, such shares of Preferred Stock will be
validly issued, fully paid and nonassessable.
3. Upon the Future Approval and Issuance of Debt Securities, such Debt Securities
will be valid and binding obligations of the Company.
4. Upon the Future Approval and Issuance of Warrants, such Warrants will be
valid and binding obligations of the Company.
PepGen Inc.
May 18, 2026
Page 3
5. Upon the Future Approval and Issuance of Units, such Units will be valid and binding
obligations of the Company.
The opinions expressed above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other
similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.
This opinion letter and the
opinions 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 and to the references to our firm under the caption “Legal Matters” in 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/ G OODWIN P ROCTER LLP |
|
GOODWIN PROCTER LLP |
### EX-5.2 - EX-5.2
EX-5.2
4
d132482dex52.htm
EX-5.2
EX-5.2
Exhibit 5.2
May 18, 2026
PepGen Inc.
321 Harrison Avenue, 8 th Floor
Boston, MA 02118
|
Re: |
Securities Registered under Registration Statement on Form S-3
|
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) filed on May 18, 2026 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by PepGen Inc, a Delaware corporation (the “Company”) of up to $400,000,000 of any combination of securities of the types
specified therein. Reference is made to our opinion letter dated May 18, 2026 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus (the
“Prospectus”) filed as part of the Registration Statement. The Prospectus relates to the offering by the Company of up to $100,000,000 in shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share
(“Common Stock”) covered by the Registration Statement. The Shares are being offered and sold by the sales agent(s) named in, and pursuant to, distribution agreement(s) among the Company and such sales agent(s).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion 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.
For purposes of the opinion set forth below, we have assumed that the Shares are issued for a price per share equal to or greater than the
minimum price authorized by the Company’s board of directors prior to the date hereof (the “Minimum Price”) and 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 that may be issued for the Minimum Price.
For purposes of the opinion set forth below,
we refer to the following as “Future Approval and Issuance”: (a) the approval by the Company’s board of directors (or a duly authorized committee of the board of directors) of the issuance of the Shares (the “Approval”)
and (b) the issuance of the Shares in accordance with the Approval and the receipt by the Company of the consideration (which shall not be less than the par value of such Shares) to be paid in accordance with the Approval.
The opinion set forth below is limited to the Delaware General Corporation Law.
PepGen Inc.
May 18, 2026
Page 2
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and,
upon Future Approval and Issuance, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinions 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 5.2 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in 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 |
### EX-23.1 - EX-23.1
EX-23.1
5
d132482dex231.htm
EX-23.1
EX-23.1
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 4, 2026, with respect to the consolidated financial statements of PepGen Inc. and subsidiary,
incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
San Diego,
California
May 18, 2026
### EX-FILING FEES - EX-FILING FEES
EX-FILING FEES
0001835597 2026-05-13 2026-05-13 0001835597 1 2026-05-13 2026-05-13 0001835597 2 2026-05-13 2026-05-13 0001835597 3 2026-05-13 2026-05-13 0001835597 4 2026-05-13 2026-05-13 0001835597 5 2026-05-13 2026-05-13 0001835597 6 2026-05-13 2026-05-13 0001835597 7 2026-05-13 2026-05-13 0001835597 8 2026-05-13 2026-05-13 0001835597 9 2026-05-13 2026-05-13 0001835597 10 2026-05-13 2026-05-13 0001835597 11 2026-05-13 2026-05-13 0001835597 12 2026-05-13 2026-05-13 0001835597 13 2026-05-13 2026-05-13 0001835597 14 2026-05-13 2026-05-13 0001835597 15 2026-05-13 2026-05-13 0001835597 16 2026-05-13 2026-05-13 0001835597 17 2026-05-13 2026-05-13 0001835597 18 2026-05-13 2026-05-13 iso4217:USD xbrli:pure xbrli:shares
Calculation of Filing Fee Tables
|
S-3
|
PepGen Inc.
|
Table 1: Newly Registered and Carry Forward Securities |
☐Not Applicable |
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
Newly Registered Securities |
|
|
Equity |
Common Stock, $0.0001 par value per share |
457(o) |
|
|
|
|
|
|
|
|
|
|
|
Equity |
Preferred Stock, $0.0001 par value per share |
457(o) |
|
|
|
|
|
|
|
|
|
|
|
Debt |
Debt Securities |
457(o) |
|
|
|
|
|
|
|
|
|
|
|
Other |
Warrants |
457(o) |
|
|
|
|
|
|
|
|
|
|
|
Other |
Units |
457(o) |
|
|
|
|
|
|
|
|
|
Fees to be Paid |
1 |
Unallocated (Universal) Shelf |
|
457(o) |
|
|
$ 145,081,550.00 |
0.0001381 |
$ 20,035.76 |
|
|
|
|
Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities |
Carry Forward Securities |
|
Equity |
Common Stock, $0.0001 par value per share |
415(a)(6) |
|
|
|
|
|
S-3 |
333-272378 |
06/16/2023 |
|
Carry Forward Securities |
|
Equity |
Preferred Stock, $0.0001 par value per share |
415(a)(6) |
|
|
|
|
|
S-3 |
333-272378 |
06/16/2023 |
|
Carry Forward Securities |
|
Debt |
Debt Securities |
415(a)(6) |
|
|
|
|
|
S-3 |
333-272378 |
06/16/2023 |
|
Carry Forward Securities |
|
Other |
Warrants |
415(a)(6) |
|
|
|
|
|
S-3 |
333-272378 |
06/16/2023 |
|
Carry Forward Securities |
|
Other |
Units |
415(a)(6) |
|
|
|
|
|
S-3 |
333-272378 |
06/16/2023 |
|
Carry Forward Securities |
2 |
Unallocated (Universal) Shelf |
|
415(a)(6) |
|
|
$ 119,918,450.00 |
|
|
S-3 |
333-272378 |
06/16/2023 |
$ 13,215.01 |
Carry Forward Securities |
|
Equity |
Common Stock, $0.0001 par value per share |
415(a)(6) |
|
|
|
|
|
S-3 |
333-280570 |
07/08/2024 |
|
Carry Forward Securities |
|
Equity |
Preferred Stock, $0.0001 par value per share |
415(a)(6) |
|
|
|
|
|
S-3 |
333-280570 |
07/08/2024 |
|
Carry Forward Securities |
|
Debt |
Debt Securities |
415(a)(6) |
|
|
|
|
|
S-3 |
333-280570 |
07/08/2024 |
|
Carry Forward Securities |
|
Other |
Warrants |
415(a)(6) |
|
|
|
|
|
S-3 |
333-280570 |
07/08/2024 |
|
Carry Forward Securities |
|
Other |
Units |
415(a)(6) |
|
|
|
|
|
S-3 |
333-280570 |
07/08/2024 |
|
Carry Forward Securities |
3 |
Unallocated (Universal) Shelf |
|
415(a)(6) |
|
|
$ 135,000,000.00 |
|
|
S-3 |
333-280570 |
07/08/2024 |
$ 19,926.00 |
|
|
|
Total Offering Amounts:
|
|
$ 400,000,000.00
|
|
$ 20,035.76
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$ 0.00
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$ 0.00
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$ 20,035.76
|
|
|
|
|
Offering Note
|
1
|
The amount to be registered consists of up to $400,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of debt securities, common stock, preferred stock or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. |
|
2
|
The registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $300,000,000 pursuant to a registration statement on Form S-3 (File No. 333-272378) initially filed with the Securities and Exchange Commission on June 2, 2023 (the "2023 Expiring Registration Statement") and, in connection therewith, paid a filing fee of $33,060. Of such securities, an aggregate of $119,918,450 remain unsold (the "2023 Unsold Securities"). The registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $250,000,000 pursuant to a registration statement on Form S-3 (File No. 333-280570) initially filed with the Securities and Exchange Commission on June 28, 2024 (the "2024 Expiring Registration Statement" and together with the 2023 Expiring Registration Statement, the "Expiring Registration Statements") and, in connection therewith, paid a filing fee of $36,900. Of such securities, an aggregate of $135,000,000 remain unsold (the "2024 Unsold Securities" and together with the 2023 Unsold Securities, the "Unsold Securities"). Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Unsold Securities, and the filing fee of $33,141.01 associated therewith (which amount is based on the filing fee rates in effect at the time of the filing of the Expiring Registration Statements) is hereby carried forward to be applied to the Unsold Securities and no additional filing fee is due with respect to such Unsold Securities in connection with the filing of this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities pursuant to the Expiring Registration Statements shall be deemed terminated as of the date of the effective date of this registration statement. |
|
3
|
The registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $300,000,000 pursuant to a registration statement on Form S-3 (File No. 333-272378) initially filed with the Securities and Exchange Commission on June 2, 2023 (the "2023 Expiring Registration Statement") and, in connection therewith, paid a filing fee of $33,060. Of such securities, an aggregate of $119,918,450 remain unsold (the "2023 Unsold Securities"). The registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $250,000,000 pursuant to a registration statement on Form S-3 (File No. 333-280570) initially filed with the Securities and Exchange Commission on June 28, 2024 (the "2024 Expiring Registration Statement" and together with the 2023 Expiring Registration Statement, the "Expiring Registration Statements") and, in connection therewith, paid a filing fee of $36,900. Of such securities, an aggregate of $135,000,000 remain unsold (the "2024 Unsold Securities" and together with the 2023 Unsold Securities, the "Unsold Securities"). Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Unsold Securities, and the filing fee of $33,141.01 associated therewith (which amount is based on the filing fee rates in effect at the time of the filing of the Expiring Registration Statements) is hereby carried forward to be applied to the Unsold Securities and no additional filing fee is due with respect to such Unsold Securities in connection with the filing of this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities pursuant to the Expiring Registration Statements shall be deemed terminated as of the date of the effective date of this registration statement. |
|
Table 2: Fee Offset Claims and Sources |
☑Not Applicable |
|
|
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source |
Rules 457(b) and 0-11(a)(2) |
Fee Offset Claims |
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources |
|
|
|
|
|
|
|
|
|
|
|
|
Rule 457(p) |
Fee Offset Claims |
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources |
|
|
|
|
|
|
|
|
|
|
|
|
Table 3: Combined Prospectuses |
☑Not Applicable |
|
Security Type
|
Security Class Title
|
Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|
|
|
|
|
|
|
|
|