SEC Form SCHEDULE 13G filed by Prelude Therapeutics Incorporated
$PRLD
Biotechnology: Pharmaceutical Preparations
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Prelude Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
74065P101 (CUSIP Number) |
11/03/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 74065P101 |
| 1 | Names of Reporting Persons
INCYTE CORP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,372,124.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: See Item 4 below regarding the information set forth in this table.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Prelude Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
175 Innovation Boulevard, Wilmington, DE 19805 | |
| Item 2. | ||
| (a) | Name of person filing:
Incyte Corporation | |
| (b) | Address or principal business office or, if none, residence:
1801 Augustine Cut-Off, Wilmington, DE 19803 | |
| (c) | Citizenship:
Delaware | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
74065P101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
4,372,124 - See footnote 1 below.
(1) The number of shares beneficially owned by Incyte sets forth the number of shares of voting Common Stock that may be currently acquired upon conversion of non-voting Common Stock of Prelude ("Non-Voting Common Stock") convertible on a 1-for-1 basis at any time at the election of Incyte. The shares of Non-Voting Common Stock are only convertible to the extent that, after giving effect to such conversion, Incyte would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than 9.99% of the outstanding shares of voting Common Stock (the "Beneficial Ownership Limitation"). By written notice to Prelude, Incyte may from time to time increase or decrease the Beneficial Ownership Limitation applicable to Incyte to any other percentage not in excess of 19.99%. Any such change will not be effective until the 61st day after such notice is delivered to Prelude. As a result of this restriction, the number of shares that may be issued upon conversion of the Non-Voting Common Stock by Incyte may change depending upon changes in the number of outstanding shares of voting Common Stock. 1,877,876 shares of Non-Voting Common Stock held by Incyte are not currently convertible into shares of voting Common Stock due to the effect of the Beneficial Ownership Limitation. | |
| (b) | Percent of class:
9.9 - See footnote 2 below.
(2) The ownership percentage of Prelude has been calculated on the basis of 43,765,011 shares of voting Common Stock outstanding as of October 28, 2025, as represented to Incyte by Prelude in the Securities Purchase Agreement between Incyte and Prelude, dated as of November 3, 2025, pursuant to which Incyte acquired the shares of Common Stock listed in response to (a) of this Item 4. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
4,372,124 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
4,372,124 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|