Item 8.01. Other Events.

On June 21, 2022, Precision BioSciences, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC (the "Underwriter"), in connection with the offering, issuance and sale by the Company of 35,971,224 shares of the Company's common stock, $0.000005 par value per share (the "Common Stock"), at an offering price of $1.39 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-238857). A prospectus supplement relating to the offer and sale of the shares has been filed with the Securities and Exchange Commission. The closing of the offering is expected to occur on June 24, 2022, subject to customary closing conditions.

The Company estimates the net proceeds from the offering will be approximately $46.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering to fund ongoing and planned research and development, and for working capital and other general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the shares of common stock to be offered and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report.

The Company issued a press release on June 21, 2022 announcing the pricing of the offering, which press release is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



The following exhibits relating to Item 8.01 shall be deemed to be furnished,
and not filed:



 Exhibit No.           Description

1.1                      Underwriting Agreement, dated June 21, 2022, between the Company and
                       Jefferies LLC.
5.1                      Opinion of Latham & Watkins LLP  .
23.1                     Consent of Latham & Watkins LLP (included in Exhibit 5.1).
99.1                     Press Release of Precision BioSciences, Inc., dated June 21, 2022.
104                    Cover Page Interactive Data File (embedded within the inline XBRL document).

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