Item 8.01. Other Events.

On December 8, 2022, Prometheus Biosciences, Inc. ("Prometheus" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, SVB Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the issuance and sale of 4,545,455 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). In addition, under the terms of the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 681,818 additional shares of Common Stock. The price to the public in this offering is $110.00 per share. The Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $103.40 per share. The net proceeds to the Company from this offering are expected to be approximately $469.7 million, or approximately $540.2 million if the Underwriters' option to purchase additional shares is exercised in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on December 13, 2022, subject to the satisfaction of customary closing conditions.

The offering is being made pursuant to the Company's shelf registration statement on Form S-3 (Registration Statement No. 333-264091) which became automatically effective upon filing with the Securities and Exchange Commission (the "SEC"), and prospectus supplement and accompanying prospectus filed with the SEC.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement. The Company and the Company's directors and executive officers also agreed not to sell or transfer any Common Stock without first obtaining the written consent of Goldman Sachs & Co. LLC, SVB Securities LLC and Jefferies LLC, on behalf of the Underwriters, subject to certain exceptions as described in the prospectus supplement, for 90 days after the date of the prospectus supplement.

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 report and is incorporated by reference herein. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of Common Stock in the offering is attached as Exhibit 5.1 to this report.

The Company issued press releases on December 7, 2022 and December 8, 2022 announcing the commencement and pricing of the offering, respectively, which press releases are attached as Exhibits 99.1 and 99.2, respectively, to this report.

Forward-Looking Statements

Prometheus cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the completion of the offering and the expected net proceeds therefrom. The inclusion of forward-looking statements should not be regarded as a representation by Prometheus that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in Prometheus's business described in its prior press releases and in filings with the SEC, including under the heading "Risk Factors" in Prometheus' most recent quarterly report on Form 10-Q and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Prometheus undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.


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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
  No.                                    Description

1.1           Underwriting Agreement, dated December 8, 2022, by and among the
            Registrant and Goldman Sachs & Co. LLC, SVB Securities LLC and
            Jefferies LLC, as representatives of the several underwriters named
            therein

5.1           Opinion of Latham & Watkins LLP

23.1          Consent of Latham & Watkins LLP (included in Exhibit 5.1)

99.1          Press Release dated December 7, 2022

99.2          Press Release dated December 8, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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