Prelude Therapeutics Entered Into A Securities Purchase Agreement With Institutional Investors, To Which The Company Agreed To Issue And Sell Pre-Funded Warrants To Purchase Up To 7,936,759 Shares Of Voting Common Stock At A Price Of $3.1499 Per Warrant

On December 11, 2023, Prelude Therapeutics Incorporated, a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional accredited investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 7,936,759 shares of the Company's voting common stock, par value $0.0001 per share (the "Common Stock"), at a price of $3.1499 per warrant with an exercise price of $0.0001 per share (the "Offering").

Each Pre-Funded Warrant is immediately exercisable and will not expire. Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any such Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder's affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder's or any of the holder's affiliates for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) would exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise (the "Maximum Percentage"), as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Securities and Exchange Commission (the "SEC"). A holder may reset the Maximum Percentage to a higher percentage (not to exceed 19.99%), effective 61 days after written notice to the Company, or a lower percentage, effective immediately upon written notice to the Company. Any such increase or decrease will apply only to that holder and not to any other holder of the Pre-Funded Warrants.

The Company estimates that the net proceeds from the Offering will be approximately $24.9 million, after deducting estimated Offering expenses. The Company intends to use the net proceeds from the Offering primarily to fund the continued advancement of its SMARCA2 portfolio, for working capital and general corporate purposes. The Company expects the Offering to close on December 13, 2023 (the "Closing Date"), subject to the satisfaction of customary closing conditions.