0001346824-26-000121.txt : 20260428 0001346824-26-000121.hdr.sgml : 20260428 20260428171619 ACCESSION NUMBER: 0001346824-26-000121 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260428 DATE AS OF CHANGE: 20260428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Prelude Therapeutics Inc CENTRAL INDEX KEY: 0001678660 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 811384762 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91717 FILM NUMBER: 26909257 BUSINESS ADDRESS: STREET 1: 175 INNOVATION BOULEVARD CITY: WILMINGTON STATE: DE ZIP: 19805 BUSINESS PHONE: (302) 467-1280 MAIL ADDRESS: STREET 1: 175 INNOVATION BOULEVARD CITY: WILMINGTON STATE: DE ZIP: 19805 FORMER COMPANY: FORMER CONFORMED NAME: Prelude Therapeutics Inc. DATE OF NAME CHANGE: 20160630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001346824 ORGANIZATION NAME: EIN: 830406777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20051213 SCHEDULE 13G 1 primary_doc.xml X0202 SCHEDULE 13G 0001346824 XXXXXXXX LIVE Common Stock, $0.0001 par value per share 04/21/2026 0001678660 Prelude Therapeutics Incorporated 74065P101 175 Innovation Boulevard Wilmington DE 19805 Rule 13d-1(c) RA Capital Management, L.P. DE 0.00 6477309.00 0.00 6477309.00 6477309.00 9.9 IA PN Peter Kolchinsky X1 0.00 6477309.00 0.00 6477309.00 6477309.00 9.9 HC IN Rajeev Shah X1 0.00 6477309.00 0.00 6477309.00 6477309.00 9.9 HC IN RA Capital Healthcare Fund, L.P. DE 0.00 6477309.00 0.00 6477309.00 6477309.00 9.9 PN Prelude Therapeutics Incorporated 175 Innovation Boulevard, Wilmington, DE, 19805. The names of the persons filing this report (collectively, the "Reporting Persons") are: RA Capital Management, L.P. ("RA Capital") Peter Kolchinsky ("Dr. Kolchinsky") Rajeev Shah ("Mr. Shah") RA Capital Healthcare Fund, L.P. (the "Fund") The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116 RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens. Y Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of voting common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The Fund directly holds 6,475,882 shares of the Issuer's voting common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 1,407,000 shares of the Issuer's voting common stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other Attribution Parties (as defined in the Pre-Funded Warrants), would own more than 9.99% of the outstanding voting common stock. The Fund is currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 6,477,309 shares of voting common stock. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's voting common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose. Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 48,225,493 shares of voting common stock outstanding as of December 31, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 10, 2026 and (ii) 66,243,507 shares of voting common stock issued in the Issuer's public offering of equity securities that closed on April 21, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on April 21, 2026 less 1,407,000 shares of voting common stock surrendered by the Fund to the Issuer in exchange for the Pre-Funded Warrants, and giving effect to Pre-Funded Warrants, to the extent exercisable within 60 days hereof, as referenced herein. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%. Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 99.1 Joint Filing Agreement RA Capital Management, L.P. /s/ Peter Kolchinsky By Peter Kolchinsky, Authorized Signatory 04/28/2026 Peter Kolchinsky /s/ Peter Kolchinsky Peter Kolchinsky 04/28/2026 Rajeev Shah /s/ Rajeev Shah Rajeev Shah 04/28/2026 RA Capital Healthcare Fund, L.P. /s/ Peter Kolchinsky By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager 04/28/2026 EX-99.1 2 ex-99-04282026_090427.htm JOINT FILING AGREEMENT ex-99-04282026_090427.htm

EXHIBIT 99.1


JOINT FILING AGREEMENT


This Joint Filing Agreement, dated as of April 28, 2026, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).


Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to the common stock, $0.0001 par value per share of Prelude Therapeutics Incorporated beneficially owned by them from time to time.


Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.


This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.


Executed and delivered as of the date first above written.



RA CAPITAL MANAGEMENT, L.P.


By:

/s/ Peter Kolchinsky

Name:

Peter Kolchinsky

Title:

Authorized Signatory



PETER KOLCHINSKY


/s/ Peter Kolchinsky



RAJEEV SHAH


/s/ Rajeev Shah



RA CAPITAL HEALTHCARE FUND, L.P.


By:

RA Capital Healthcare Fund GP, LLC

Its:

General Partner


By:

/s/ Peter Kolchinsky

Name:

Peter Kolchinsky

Title:

Manager