Основная статистика
| CIK | 1718852 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Prometheus Biosciences Inc
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40187 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specifi |
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| June 16, 2023 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PROMETHEUS BIOSCIENCES, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROMETHEUS BIOSCIENCES, INC. FIRST: The name of the corporation is Prometheus Biosciences, Inc. (hereinafter, the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of it |
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| June 16, 2023 |
As filed with the Securities and Exchange Commission on June 16, 2023 S-8 POS As filed with the Securities and Exchange Commission on June 16, 2023 Registration No. |
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| June 16, 2023 |
AMENDED AND RESTATED PROMETHEUS BIOSCIENCES, INC. ARTICLE I EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PROMETHEUS BIOSCIENCES, INC. ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Di |
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| June 16, 2023 |
As filed with the Securities and Exchange Commission on June 16, 2023 POSASR As filed with the Securities and Exchange Commission on June 16, 2023 Registration No. |
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| June 16, 2023 |
As filed with the Securities and Exchange Commission on June 16, 2023 S-8 POS As filed with the Securities and Exchange Commission on June 16, 2023 Registration No. |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 PROMETHEUS BIOSCIENCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40187 81-4282653 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 15, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 PROMETHEUS BIOSCIENCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40187 81-4282653 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 6, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 PROMETHEUS BIOSCIENCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40187 81-4282653 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 23, 2023 |
DEFA14A 1 d483093ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 PROMETHEUS BIOSCIENCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40187 81-4282653 (State or Other Jurisd |
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| May 16, 2023 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-40187 PROMETHEUS BIOSCIEN |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organiza |
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| May 9, 2023 |
Exhibit 99.1 Prometheus Biosciences Reports First Quarter 2023 Financial Results and Highlights Recent Corporate Progress - Entered into agreement to be acquired by Merck; transaction expected to close in 3Q 2023 - SAN DIEGO, May 9, 2023 (GLOBE NEWSWIRE) - Prometheus Biosciences, Inc. (Nasdaq: RXDX), a clinical-stage biotechnology company pioneering a precision medicine approach for the discovery, |
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| April 28, 2023 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Prometheus Biosciences, Inc. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. |
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| April 28, 2023 |
Amended and Restated Non-Employee Director Compensation Program, dated March 27, 2023 EX-10.4 Exhibit 10.4 PROMETHEUS BIOSCIENCES, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (Amended and Restated Effective March 27, 2023) Non-employee members of the board of directors (the “Board”) of Prometheus Biosciences, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). This Program has been ado |
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| April 28, 2023 |
PREM14A 1 d489453dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 17, 2023 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PROMETHEUS BIOSCIENCES, INC., SPLASH MERGER SUB, INC. and MERCK & CO., INC. Dated as of April 15, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 12 1.3 Certain Interpretations 14 ARTICLE II THE MERGER 15 2.1 The Merger 15 2.2 The Effective Time |
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| April 17, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2023 PROMETHEUS BIOSCIENCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40187 81-4282653 (State or Other Jurisdiction of Incorporation) (Co |
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| April 17, 2023 |
EX-99.1 Exhibit 99.1 News Release Merck Strengthens Immunology Pipeline with Acquisition of Prometheus Biosciences, Inc. PRA023 is a novel, late-stage candidate for ulcerative colitis and Crohn’s disease and other autoimmune conditions Prometheus Biosciences’ comprehensive data set enables target discovery and precision medicine approach in inflammation and immunology RAHWAY, N.J., and SAN DIEGO., |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2023 PROMETHEUS BIOSCIENCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40187 81-4282653 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organ |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) * Prometheus Biosciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74349U 108 (CUSIP Number) March 8, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40187 PROMETHEUS BIOS |
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| February 28, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) PROMETHEUS BIOSCIENCES, INC. |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or or |
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| February 28, 2023 |
Exhibit 99.1 Prometheus Biosciences Reports Fourth Quarter and Full-Year 2022 Financial Results and Highlights Recent Corporate Progress - Reported strong efficacy and favorable safety results for PRA023 in ARTEMIS-UC and APOLLO-CD Phase 2 Studies - - Prometheus intends to advance PRA023 into Phase 3 studies for UC and CD in 2023 - - Initiated a third Phase 2 of PRA023 into SSc-ILD, demonstrating |
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| February 28, 2023 |
As filed with the Securities and Exchange Commission on February 28, 2023 As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. |
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| February 28, 2023 |
Exhibit 10.2 PROMETHEUS BIOSCIENCES, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. ARTICLE II. El |
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| February 17, 2023 |
SC 13G/A 1 tm237162d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) * Prometheus Biosciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74349U 108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this St |
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| February 17, 2023 |
Agreement of Reporting Persons EX-99.1 2 tm237162d1ex99-1.htm EXHIBIT 99.1 CUSIP NO. 74349U 108 Exhibit 99.1 Agreement of Reporting Persons In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Act”), Cedars Sinai Intellectual Property Company, Cedars-Sinai Medical Center, Thomas M. Priselac, and David M. Wrigley hereby agree to file jointly the statement on this Schedule 13G/A (th |
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| February 14, 2023 |
US74349U1088 / Prometheus Biosciences, Inc. / Cormorant Asset Management, LP Passive Investment SC 13G/A 1 schedule13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7439U108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2023 |
SC 13G/A 1 prometheusbio13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prometheus Biosciences, Inc. (Name of Issuer – as specified in its charter) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74349U108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Fili |
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| February 14, 2023 |
SC 13G/A 1 pt7213ga.htm SCHEDULE 13G/A, AMENDMENT #2 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* (Name of Issuer) Prometheus Biosciences, Inc. (Ti |
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| February 14, 2023 |
SC 13G/A 1 p23-0498sc13ga.htm PROMETHEUS BIOSCIENCES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349U108 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this |
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| February 14, 2023 |
EX-99.1 2 d434134dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2 |
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| February 14, 2023 |
US74349U1088 / Prometheus Biosciences, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 d434134dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74349U 108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this State |
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| December 9, 2022 |
Exhibit 99.2 Prometheus Biosciences, Inc. Announces Pricing of Public Upsized $500 Million Offering of Common Stock SAN DIEGO, Dec. 8, 2022 (GLOBE NEWSWIRE) ? Prometheus Biosciences, Inc. (Nasdaq: RXDX), a clinical-stage biotechnology company pioneering a precision medicine approach for the discovery, development, and commercialization of novel therapeutic and companion diagnostic products for the |
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| December 9, 2022 |
EX-FILING FEES 2 d427910dexfilingfees.htm EX107 Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Prometheus Biosciences, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggreg |
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| December 9, 2022 |
Exhibit 1.1 Prometheus Biosciences, Inc. (a Delaware corporation) 4,545,455 Shares of Common Stock UNDERWRITING AGREEMENT December 8, 2022 Goldman Sachs & Co. LLC SVB Securities LLC and Jefferies LLC as Representatives of the several Underwriters c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o SVB Securities LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10 |
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| December 9, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 8, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or org |
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| December 9, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264091 PROSPECTUS SUPPLEMENT (To Prospectus dated April 1, 2022) 4,545,455 Shares Common Stock We are offering 4,545,455 Shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market under the symbol ?RXDX.? On December 8, 2022, the last reported sales price of our common stock on the Nasdaq Global |
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| December 9, 2022 |
Prometheus Biosciences, Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.1 Prometheus Biosciences, Inc. Announces Proposed Public Offering of Common Stock SAN DIEGO, December 7, 2022 (GLOBE NEWSWIRE) ? Prometheus Biosciences, Inc. (Nasdaq: RXDX), a clinical-stage biotechnology company pioneering a precision medicine approach for the discovery, development, and commercialization of novel therapeutic and companion diagnostic products for the treatment of immun |
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| December 7, 2022 |
Subject to Completion, dated December 7, 2022 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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| December 7, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or org |
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| December 7, 2022 |
Exhibit 99.1 ARTEMIS-UC Phase 2 APOLLO-CD Phase 2a DATA READOUTS December 7, 2022 Disclaimer: Forward Looking Statements & Market Data We caution you that this presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements regarding our future results of operations and financial position, business stra |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-40187 PROMETHEUS BIOS |
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| November 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or org |
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| November 9, 2022 |
Exhibit 99.1 Prometheus Biosciences Reports Third Quarter 2022 Financial Results and Highlights Recent Corporate Progress - On track for topline ARTEMIS-UC Phase 2 and full APOLLO-CD Phase 2a results concurrently in 4Q 2022 ? - Initiation of Phase 1 trial of second precision program PRA052 - - Strong cash position provides runway into mid-2024 - SAN DIEGO, November 9, 2022 (GLOBE NEWSWIRE) - Prome |
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| October 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 3, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or orga |
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| August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or orga |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-40187 PROMETHEUS BIOSCIENC |
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| August 11, 2022 |
Exhibit 99.1 Prometheus Biosciences Reports Second Quarter 2022 Financial Results and Highlights Recent Corporate Progress - Both topline ARTEMIS-UC Phase 2 and full APOLLO-CD Phase 2a results expected concurrently in 4Q 2022 - - Bioavailability greater than 80% achieved upon completion of PRA023 subcutaneous bridging study - - Unveiled Prometheus? second precision candidate, PRA052, a first-in-cl |
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| July 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 26, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organi |
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| June 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organiz |
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| June 7, 2022 |
US74349U1088 / Prometheus Biosciences, Inc. / Cormorant Asset Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7439U108 (CUSIP Number) June 3, 2022** (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| May 20, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organiz |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organiz |
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| May 12, 2022 |
Exhibit 99.1 Prometheus Biosciences Reports First Quarter 2022 Financial Results and Highlights Recent Corporate Progress - Advanced and expanded development of PRA023 across three immune-mediated indications - - Topline results from ARTEMIS-UC and APOLLO-CD Phase 2 studies on track for fourth quarter 2022 - - Announced key appointments in Leadership Team - - Strong cash position of $227 million a |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-40187 PROMETHEUS BIOSCIEN |
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| April 1, 2022 |
Exhibit 4.5 PROMETHEUS BIOSCIENCES, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Est |
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| April 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Prometheus Biosciences, Inc. |
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| April 1, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 1, 2022 |
Open Market Sale Agreement, dated April 1, 2022, by and between Jefferies LLC and the Registrant Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM April 1, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Prometheus Biosciences, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s comm |
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| April 1, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organi |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 1, 2022 |
As filed with the Securities and Exchange Commission on April 1, 2022 S-3ASR 1 d296278ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on April 1, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROMETHEUS BIOSCIENCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3050 Science Park Road San |
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| March 9, 2022 |
Amended & Restated Non-Employee Director Compensation Program Exhibit 10.3 PROMETHEUS BIOSCIENCES, INC. Non-Employee DIRECTOR COMPENSATION PROGRAM (Amended and Restated Effective February 24, 2022) Non-employee members of the board of directors (the ?Board?) of Prometheus Biosciences, Inc. (the ?Company?) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?). This Program has been adopted |
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| March 9, 2022 |
Exhibit 99.1 Prometheus Biosciences Reports Fourth Quarter and Full-Year 2021 Financial Results and Highlights Recent Corporate Progress - Topline results for ongoing Phase 2 clinical trial in ulcerative colitis and Phase 2a trial in Crohn?s disease expected in fourth quarter 2022 ? - Phase 2 trial in Systemic Sclerosis-Associated Interstitial Lung Disease (SSc-ILD) on track to initiate this quart |
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| March 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2022 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organi |
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| March 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40187 PROMETHEUS BIOS |
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| March 9, 2022 |
Exhibit 10.4 PROMETHEUS BIOSCIENCES, INC. ANNUAL INCENTIVE PLAN 1. PURPOSE This Annual Incentive Plan (the ?Plan?) is intended to provide an incentive for eligible employees of Prometheus Biosciences, Inc. (the ?Company?) to perform to the best of their abilities, to further the growth, development and financial success of the Company, and to enable the Company to attract and retain highly qualifi |
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| March 9, 2022 |
Description of Registered Securities Exhibit 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Prometheus Biosciences, Inc. (?we,? ?us? and ?our?) had one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock. Description of Common Stock General The fo |
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| February 14, 2022 |
US74349U1088 / Prometheus Biosciences, Inc. / Cormorant Asset Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7439U108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 14, 2022 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Prometheus Biosciences, Inc. (Title of Class of Securities) Common Stock, $0.0001 Par |
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| February 14, 2022 |
US74349U1088 / Prometheus Biosciences, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74349U 108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 14, 2022 |
SC 13G 1 d318517dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 74349U108 (CUSIP Number) Nestlé S.A. Avenue Nestlé, 55 1800 Vevey Switzerland Attention: General Counsel Facsimi |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prometheus Biosciences, Inc. (Name of Issuer ? as specified in its charter) Common Stock, $0.0001 par value (Title of Class of Securities) 74349U108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 14, 2022 |
EXHIBIT I JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| February 14, 2022 |
EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. |
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| February 11, 2022 |
Agreement of Reporting Persons Exhibit 99.1 CUSIP NO. 74349U 108 Agreement of Reporting Persons In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the ?Act?), Cedars Sinai Intellectual Property Company, Cedars-Sinai Medical Center, Thomas M. Priselac, and Edward M. Prunchunas hereby agree to file jointly the statement on this Schedule 13G (this ?Schedule 13G?) to which this Agreement |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Prometheus Biosciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74349U 108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2021 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or or |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2021 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or or |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-40187 PROMETHEUS BIOS |
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| November 12, 2021 |
Exhibit 99.1 Prometheus Biosciences Reports Third Quarter 2021 Financial Results and Highlights Recent Corporate Progress -Full clinical trial results from Phase 1a trial of PRA023 and announcement of a third Phase 2 indication for PRA023 expected in fourth quarter 2021 - - Enrollment on track for Phase 2 in ulcerative colitis and Phase 2a in Crohn?s disease with topline data from both trials anti |
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| November 12, 2021 |
Exhibit 10.2 FIRST AMENDMENT TO LEASE This First Amendment to Lease (this ?First Amendment?) is entered into as of October 29, 2021, by and between SNH Medical Office Properties Trust, a Maryland real estate investment trust (?Landlord?), and Prometheus Biosciences, Inc., a Delaware corporation (?Tenant?). WHEREAS, Landlord and Tenant entered into that certain Lease dated March 24, 2021 (the ?Leas |
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| August 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 23, 2021 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or orga |
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| August 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2021 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or orga |
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| August 11, 2021 |
EX-99.1 2 rxdx-ex9916.htm EX-99.1 Exhibit 99.1 Prometheus Biosciences Reports Second Quarter 2021 Financial Results and Highlights Recent Corporate Progress - Initiated Phase 2 study of PRA023 and its companion diagnostic in in Ulcerative Colitis (UC) and Phase 2a study of PRA023 and its companion diagnostic in Crohn’s disease (CD) - -Final Phase 1a trial results of PRA023 in normal healthy volunt |
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| August 11, 2021 |
Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT This Amended and Restated Exclusive License Agreement (?Agreement?) is entered into as of August 6, 2021 (?A& |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-40187 PROMETHEUS BIOSCIENC |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2021 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organ |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2021 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organiz |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-40187 PROMETHEUS BIOSCIEN |
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| May 13, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 13, 2021 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction of incorporation or organiz |
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| May 13, 2021 |
Exhibit 99.1 Prometheus Biosciences Reports First Quarter 2021 Financial Results and Provides a Corporate Update -PRA023, an anti-TL1A mAb, on track to initiate Phase 2 study for Ulcerative Colitis and Phase 2a study for Crohn?s Disease in 3Q 2021- -Launched Prometheus Enroll360?, a global patient recruitment platform for accelerated patient enrollment in future biomarker-guided clinical trials- - |
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| May 13, 2021 |
EX-10.10 2 rxdx-ex1010137.htm EX-10.10 EXHIBIT 10.10 LEASE BY AND BETWEEN SNH MEDICAL OFFICE PROPERTIES TRUST LANDLORD AND PROMETHEUS BIOSCIENCES, INC. TENANT 3050 SCIENCE PARK ROAD SAN DIEGO, CALIFORNIA TABLE OF CONTENTS Page ARTICLE 1 Reference Data 1 1.1 Introduction and Subjects Referred To 1 1.2 Exhibits 3 ARTICLE 2 Premises and Term 3 2.1 Premises 3 2.2 Term 4 2.3 Early Access 4 2.4 Early Te |
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| March 26, 2021 |
EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of March 26, 2021, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund III, LP, Cormorant Private Healthcare GP III, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the “Filers”). Each of the Filers may |
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| March 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7439U108 (CUSIP Number) March 16, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| March 22, 2021 |
SC 13G 1 p13ga.htm SCHEDULE 13G 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) Prometheus Biosciences, Inc. (Title of Class of Securit |
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| March 22, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
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| March 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74349U 108 (CUSIP Number) March 16, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| March 17, 2021 |
Amended and Restated Certificate of Incorporation, as amended Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROMETHEUS BIOSCIENCES, INC. (originally incorporated on October 26, 2016 under the name Precision IBD, Inc.) FIRST: The name of the Corporation is Prometheus Biosciences, Inc. SECOND: The address of the Corporation?s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, State |
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| March 17, 2021 |
SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Prometheus Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74349U108 (CUSIP Number) March 16, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| March 17, 2021 |
8-K 1 d141677d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 16, 2021 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40187 81-4282653 (State or other jurisdiction |
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| March 17, 2021 |
Joint Filing Statement Pursuant to Rule 13d-1(k)(1) Exhibit 1 Joint Filing Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Prometheus Biosciences, Inc. |
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| March 17, 2021 |
EX-3.2 3 d141677dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PROMETHEUS BIOSCIENCES, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEET |
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| March 15, 2021 |
As filed with the Securities and Exchange Commission on March 12, 2021 Registration No. |
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| March 12, 2021 |
10,000,000 Shares Common Stock 424B4 1 d14529d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-253323 10,000,000 Shares Common Stock This is the initial public offering of Prometheus Biosciences, Inc. We are offering 10,000,000 shares of our common stock. The initial public offering price is $19.00 per share. Prior to this offering, there has been no public market for our common stock. Our |
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| March 11, 2021 |
As filed with the Securities and Exchange Commission on March 11, 2021 Registration No. |
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| March 11, 2021 |
S-1/A 1 d14529ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on March 11, 2021 Registration No. 333-253323 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 2834 |
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| March 9, 2021 |
March 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St. Street, NE Washington, D.C. 20549 Re: Prometheus Biosciences, Inc. Registration Statement on Form S-1 File No. 333-253323 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Prometheus Biosciences, I |
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| March 9, 2021 |
Prometheus Biosciences, Inc. 9410 Carroll Park Drive San Diego, California 92121 CORRESP 1 filename1.htm Prometheus Biosciences, Inc. 9410 Carroll Park Drive San Diego, California 92121 March 9, 2021 VIA EDGAR Ms. Margaret Schwartz Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Prometheus Biosciences, Inc. Registration Statement on Form S-1 File No. 333-253323 Dear Ms. Schwartz: Pursu |
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| March 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 81-4282653 (State of incorporation or organization) (I.R.S. Employer Identification No.) 9410 Carroll Pa |
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| March 8, 2021 |
Non-Employee Director Compensation Program Exhibit 10.4 PROMETHEUS BIOSCIENCES, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the ?Board?) of Prometheus Biosciences, Inc. (the ?Company?) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?). This Program has been adopted under the Company?s 2021 Incentive Award Plan (the |
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| March 8, 2021 |
Form of Underwriting Agreement Exhibit 1.1 Prometheus Biosciences, Inc. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2021 SVB Leerink LLC and Credit Suisse Securities (USA) LLC as Representatives of the several Underwriters c/o SVB Leerink LLC 1301 Avenue of the Americas, 12th Floor New York, NY 10019 c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Ladies and Ge |
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| March 8, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. |
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| March 8, 2021 |
Exhibit 10.2 PROMETHEUS BIOSCIENCES, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. ARTICLE II. EL |
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| March 8, 2021 |
Specimen stock certificate evidencing the shares of common stock Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# ADD 3 ADD 2 ADD 1 ADD 4 ANY) (IFDE SIGNATION SAMPLE MR Louisville, 505006, BOX PO 5006-40233KY COMMON STOCK PAR VALUE $0.0001 Certificate Number ZQ00000000 THIS CERTIFIES THAT PROMETHEUS BIOSCIENCES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexand |
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| March 8, 2021 |
Exhibit 10.9 February 7, 2021 Mark Stenhouse Dear Mark: It is with great pleasure that we offer you the position with Prometheus Biosciences, Inc. (?Prometheus? or the ?Company?). This letter agreement (this ?Agreement?) sets forth the terms and conditions of your employment or services to the Company. Employment Terms: Following the Employment Start Date (as defined below), you will serve in the |
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| March 8, 2021 |
Matthew T. Bush Direct Dial: +1.858.523.3962 [email protected] 12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York March 8, 2021 VIA EDGAR Ms. Margaret Schwartz Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Wa |
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| March 8, 2021 |
Prometheus Biosciences, Inc. 2021 Employee Stock Purchase Plan Exhibit 10.3 PROMETHEUS BIOSCIENCES, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended |
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| March 8, 2021 |
Amended and Restated Certificate of Incorporation, as amended (currently in effect) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROMETHEUS BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Prometheus Biosciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: |
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| February 19, 2021 |
EX-10.1 8 d14529dex101.htm EX-10.1 Exhibit 10.1 PROMETHEUS BIOSCIENCES, INC. 2017 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership oppor |
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| February 19, 2021 |
Warrant issued to Oxford Finance LLC, dated January 24, 2020 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| February 19, 2021 |
Exhibit 10.13 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (?Agreement?) is entered into as of this 22nd day of March, 2019 (?Effective Date?) by and betwe |
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| February 19, 2021 |
CORRESP 1 filename1.htm Matthew T. Bush Direct Dial: +1.858.523.3962 [email protected] 12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Housto |
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| February 19, 2021 |
Exhibit 10.10 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this ?Agreement?) dated as of January 24, 2020 (the ?Effective Date?) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (?Oxford?), as collateral agen |
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| February 19, 2021 |
Exhibit 10.5 February 17, 2021 Mark McKenna Prometheus Biosciences, Inc. 9410 Carroll Park Drive San Diego, CA 92121 Dear Mark: Prometheus Biosciences, Inc. (the ?Company?) and you entered into that certain letter agreement dated August 7, 2019 (the ?Original Agreement?). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agr |
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| February 19, 2021 |
Amended and Restated Certificate of Incorporation (currently in effect) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROMETHEUS BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Prometheus Biosciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: |
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| February 19, 2021 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF PROMETHEUS BIOSCIENCES, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 ADVANCE NOTICE PROCEDUR |
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| February 19, 2021 |
Form of Indemnification Agreement for Directors and Officers Exhibit 10.9 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (?Agreement?) is made as of , 20 by and between Prometheus Biosciences, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/ an officer] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and |
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| February 19, 2021 |
Exhibit 10.12 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (?Agreement?) is entered into as of this 1ST day of September, 2017 (?Effective Date?) by and be |
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| February 19, 2021 |
Power of Attorney (included on signature page) S-1 1 d14529ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on February 19, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 2834 81-4282653 (State or other |
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| February 19, 2021 |
Exhibit 10.8 February 17, 2021 Tim Andrews Prometheus Biosciences, Inc. 9410 Carroll Park Drive San Diego, CA 92121 Dear Tim: Prometheus Biosciences, Inc. (the ?Company?) and you entered into that certain letter agreement dated November 4, 2020 (the ?Original Agreement?). The Company and you desire to amend and restate the Original Agreement on the terms and conditions set forth in this letter agr |
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| February 19, 2021 |
EX-10.7 11 d14529dex107.htm EX-10.7 Exhibit 10.7 February 17, 2021 Allison Luo Prometheus Biosciences, Inc. 9410 Carroll Park Drive San Diego, CA 92121 Dear Allison: Prometheus Biosciences, Inc. (the “Company”) and you entered into that certain letter agreement dated June 27, 2018 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms and co |
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| February 19, 2021 |
EX-10.6 10 d14529dex106.htm EX-10.6 Exhibit 10.6 February 17, 2021 Keith W. Marshall Prometheus Biosciences, Inc. 9410 Carroll Park Drive San Diego, CA 92121 Dear Keith: Prometheus Biosciences, Inc. (the “Company”) and you entered into that certain letter agreement dated July 24, 2020 (the “Original Agreement”). The Company and you desire to amend and restate the Original Agreement on the terms an |
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| February 19, 2021 |
Exhibit 3.2 BYLAWS OF PROMETHEUS BIOSCIENCES, INC. BYLAWS OF PROMETHEUS BIOSCIENCES, INC. TABLE OF CONTENTS Page ARTICLE I - OFFICES 1 Section 1. REGISTERED OFFICES 1 Section 2. OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 Section 1. PLACE OF MEETINGS 1 Section 2. ANNUAL MEETING OF STOCKHOLDERS 1 Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF 1 Section 4. VOTING 2 Section 5. P |
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| February 19, 2021 |
Amended and Restated Certificate of Incorporation, as amended EX-3.3 4 d14529dex33.htm EX-3.3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROMETHEUS BIOSCIENCES, INC. (originally incorporated on October 26, 2016 under the name Precision IBD, Inc.) FIRST: The name of the Corporation is Prometheus Biosciences, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilming |
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| February 19, 2021 |
Exhibit 10.17 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. CO-DEVELOPMENT AND MANUFACTURING AGREEMENT by and between PROMETHEUS BIOSCIENCES, INC. and DR. FALK PHARMA GMBH CO-DEVELOPMENT AND MANUFACTURING AGREEMENT Th |
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| February 19, 2021 |
License Agreement, dated March 18, 2020, by and between Alloy Therapeutics, LLC and the Registrant Exhibit 10.16 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. LICENSE AGREEMENT This License Agreement (this ?Agreement?) is entered into as of March 18, 2020 (the ?Effective Date?) by and between Alloy Therapeutics, LL |
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| February 19, 2021 |
EX-10.15 19 d14529dex1015.htm EX-10.15 Exhibit 10.15 CONFIDENTIAL Execution Version [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. COMPANION DIAGNOSTICS DEVELOPMENT AND COLLABORATION AGREEMENT This Companion Diagnostic |
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| February 19, 2021 |
Exhibit 10.14 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (?Agreement?) is entered into as of this 22nd day of March, 2019 (?Effective Date?) by and betwe |
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| February 19, 2021 |
Exhibit 4.2 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT is made as of October 30, 2020 by and among Prometheus Biosciences, Inc., a Delaware corporation formerly known as Precision IBD, Inc. (the ?Company?), and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an ?Investor.? RECITALS A. C |
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| February 19, 2021 |
Exhibit 10.11 SUBLEASE AGREEMENT This Sublease Agreement (?Sublease?) is dated as of December 31, 2020 (the ?Effective Date?), by and between PROMETHEUS LABORATORIES INC., a California corporation (?Sublandlord?), and PROMETHEUS BIOSCIENCES, INC., a Delaware corporation (previously known as Precision IBD, Inc.), (?Subtenant?). RECITALS A. Sublandlord currently leases certain premises from The Irvi |
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| January 15, 2021 |
EX-10.9 5 filename5.htm Exhibit 10.9 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 24, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxfor |
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| January 15, 2021 |
Exhibit 10.10 SUBLEASE AGREEMENT This Sublease Agreement (?Sublease?) is dated as of December 31, 2020 (the ?Effective Date?), by and between PROMETHEUS LABORATORIES INC., a California corporation (?Sublandlord?), and PROMETHEUS BIOSCIENCES, INC., a Delaware corporation (previously known as Precision IBD, Inc.), (?Subtenant?). RECITALS A. Sublandlord currently leases certain premises from The Irvi |
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| January 15, 2021 |
Matthew T. Bush 12670 High Bluff Drive Direct Dial: +1.858.523.3962 San Diego, California 92130 [email protected] Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh January 15, 2021 D?sseldorf San Diego Frankfurt San Francisco VIA EDGAR Hamburg Seoul Hong Kong Shanghai Ms. |
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| January 15, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 15, 2021 Registration No. |
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| January 15, 2021 |
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT EX-4.2 3 filename3.htm Exhibit 4.2 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of October 30, 2020 by and among Prometheus Biosciences, Inc., a Delaware corporation formerly known as Precision IBD, Inc. (the “Company”), and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “I |
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| January 15, 2021 |
PROMETHEUS BIOSCIENCES, INC. 2017 EQUITY INCENTIVE PLAN EX-10.1 4 filename4.htm Exhibit 10.1 PROMETHEUS BIOSCIENCES, INC. 2017 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities an |
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| January 15, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROMETHEUS BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Prometheus Biosciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”) |
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| August 28, 2020 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 28, 2020 Registration No. |
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| August 28, 2020 |
EX-10.11 7 filename7.htm Exhibit 10.11 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 24, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxf |
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| August 28, 2020 |
BYLAWS PROMETHEUS BIOSCIENCES, INC. EX-3.2 3 filename3.htm Exhibit 3.2 BYLAWS OF PROMETHEUS BIOSCIENCES, INC. BYLAWS OF PROMETHEUS BIOSCIENCES, INC. TABLE OF CONTENTS Page ARTICLE I - OFFICES 1 Section 1. REGISTERED OFFICES 1 Section 2. OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 Section 1. PLACE OF MEETINGS 1 Section 2. ANNUAL MEETING OF STOCKHOLDERS 1 Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF 1 Section 4 |
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| August 28, 2020 |
LEASE (Single Tenant; Net) THE IRVINE COMPANY PROMETHEUS LABORATORIES INC. EX-10.12 8 filename8.htm Exhibit 10.12 LEASE (Single Tenant; Net) BETWEEN THE IRVINE COMPANY AND PROMETHEUS LABORATORIES INC. INDEX TO LEASE ARTICLE I. BASIC LEASE PROVISIONS 1 ARTICLE II. PREMISES 3 SECTION 2.1. LEASED PREMISES 3 SECTION 2.2. ACCEPTANCE OF PREMISES 3 SECTION 2.3. BUILDING NAME AND ADDRESS 3 SECTION 2.4. LANDLORD’S RESPONSIBILITIES 4 ARTICLE III. TERM 4 SECTION 3.1. GENERAL 4 SECT |
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| August 28, 2020 |
EX-4.3 5 filename5.htm Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUN |
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| August 28, 2020 |
EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROMETHEUS BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Prometheus Biosciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”) |
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| August 28, 2020 |
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT EX-4.2 4 filename4.htm Exhibit 4.2 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of March 27, 2020 by and among Prometheus Biosciences, Inc., a Delaware corporation formerly known as Precision IBD, Inc. (the “Company”), and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “Inv |
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| August 28, 2020 |
PROMETHEUS BIOSCIENCES, INC. 2017 EQUITY INCENTIVE PLAN Exhibit 10.1 PROMETHEUS BIOSCIENCES, INC. 2017 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better alignin |
