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Praxis Precision Medicines Inc

For the period ended Jun 26, 2025. Filed Apr 30, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 26, 2025 · Filed Apr 30, 2025

PRAX$277.62+5.7%Stored close · as of Nov 6, 2026
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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 permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

PRAXIS PRECISION MEDICINES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Praxis Stockholders:

2024 was a year of notable growth and execution for our company, underscored by the significant progress we’ve made on advancing our four late-stage assets for rare and more prevalent neurological disorders. We entered 2025 sufficiently funded and with increased confidence in our ability to expand the value proposition of our patient-guided pipeline candidates across the Cerebrum TM and Solidus TM platforms.

We are looking forward to the upcoming milestones for vormatrigine, which has the potential to be best-in-class in adult epilepsy. In the first quarter of 2024, we shared results from our Phase 2 proof of concept study in epilepsy patients with photo-paroxysmal response, which showed 100% of patients responding. We subsequently initiated our ENERGY program, aiming to support a strong registrational program for vormatrigine. The first of these studies, EMPOWER, is an ongoing observational study with over 3,000 epilepsy patients consented to date. EMPOWER has continued to highlight a significant disease burden compounded by persistent, uncontrolled, often untracked seizures alongside profound psychosocial impact. Using these learnings, we have initiated two efficacy trials for vormatrigine – RADIANT, a Phase 2 study for focal onset seizures (FOS) and generalized epilepsy, and POWER1, a Phase 2/3 registrational study for treatment resistant FOS – both expected to generate topline results this year. We intend to initiate the final study in the ENERGY program, POWER2, a Phase 2/3 registrational study, in the second half of 2025.

In our rare epilepsy programs, we are encouraged by the data generated to date for relutrigine and elsunersen as we progress towards each program’s upcoming catalysts. In 2024, we shared results from cohort 1 of the EMBOLD study assessing relutrigine in SCN2A gain-of-function (GOF) and SCN8A developmental and epileptic encephalopathies (DEEs), showing unprecedented efficacy in seizure reduction versus placebo as well as meaningful gains in alertness, communication and seizure severity. Relutrigine has received rare pediatric disease designation in three indications — SCN2A GOF DEE, SCN8A DEE and Dravet Syndrome. Encouraged by these results, we initiated a registrational cohort 2 for EMBOLD for patients with SCN2A and SCN8A DEEs, with topline results anticipated no later than the first half of 2026, followed by a potential NDA filing in 2026. Given the strong biologic rationale for relutrigine to work broadly in DEEs, we plan to initiate the EMERALD study in 2025, which will evaluate relutrigine for broader DEE diagnoses. For elsunersen, targeting SCN2A GOF DEE, we finalized the registrational trial design for EMBRAVE3 and plan to start enrolling in mid-2025. Additionally, we are continuing to enroll patients in the second cohort of EMBRAVE, with topline results expected in the first half of 2026. We have also made significant progress with multiple preclinical antisense oligonucleotides within the Solidus TM platform, and have three programs we expect to nominate candidates for during 2025.

In February 2025, we shared the recommendation of the Independent Data Monitoring Committee’s interim analysis of Study 1 of our Essential3 program evaluating ulixacaltamide for essential tremor (ET). The committee recommended that the study be stopped for futility, due to the results being unlikely to meet the primary efficacy endpoint under the parameters set by the statistical model. This is the first Phase 3 study ever undertaken in ET, and through early 2025, we have had over 150,000 people interested in participating in the study, reflecting a substantial unmet need. Given the advanced state of enrollment for both Study 1 and Study 2 in the Essential3 program, and in the context of the advice received by the committee, we have decided to continue both studies to completion, with topline results expected in the third quarter of 2025. While disappointed by the preliminary outcome, we remain focused on completing both studies and delivering on our other late-stage programs this year.

The next 12-18 months are set to be the most catalyst-rich in Praxis’ history, with topline readouts across our epilepsy and essential tremor programs, the initiation of multiple registrational studies in both rare and broad epilepsies, and continued acceleration of our pipeline candidates. Thank you for your continued investment in Praxis and for your support of our patient-centric mission.

Sincerely,

Marcio Souza

President and Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Time9:00 a.m., Eastern Time
DateThursday, June 26, 2025
PlaceOnline at www.virtualshareholdermeeting.com/PRAX2025
Purpose1.To elect Jeffrey Chodakewitz, M.D. and Merit Cudkowicz, M.D. as Class II members of the Board of Directors of Praxis Precision Medicines, Inc., or the Company, to serve until the Company’s 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal;2.To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; 3.To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers; and4.To transact any other business that may properly come before the meeting or any adjournment thereof.
Record DateThe Board of Directors has fixed the close of business on April 28, 2025 as the record date for determining stockholders entitled to notice of and to vote at the meeting.
Meeting AdmissionAll stockholders as of the record date, or their duly appointed proxies, may attend the meeting. In order to be able to attend the meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.
Voting by ProxyIf you are a stockholder of record, please vote via the Internet, by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee.

By order of our Board of Directors,

Alex Nemiroff

Corporate Secretary

Boston, Massachusetts

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 26, 2025: The Notice of 2025 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available for viewing, printing and downloading atwww.proxyvote.com.

TABLE OF CONTENTS

Page
GENERAL1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING2
PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS5
PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP9
PROPOSAL NO. 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION10
CORPORATE GOVERNANCE11
EXECUTIVE COMPENSATION17
DIRECTOR COMPENSATION27
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS29
PRINCIPAL STOCKHOLDERS31
INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS35
REPORT OF THE AUDIT COMMITTEE36
STOCKHOLDER PROPOSALS37
OTHER MATTERS38
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.