PEPG / PepGen Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

PepGen Inc.
US ˙ NasdaqGS ˙ US7133171055

Mga Batayang Estadistika
CIK 1835597
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 PepGen Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 7, 2025 EX-99.1

PepGen Reports Second Quarter 2025 Financial Results and Recent Corporate Highlights – Last patient dosed in 15 mg/kg cohort of FREEDOM-DM1; on track to report topline data from study in early Q4 2025 – – FREEDOM to conclude with the 15 mg/kg cohort

PepGen Reports Second Quarter 2025 Financial Results and Recent Corporate Highlights – Last patient dosed in 15 mg/kg cohort of FREEDOM-DM1; on track to report topline data from study in early Q4 2025 – – FREEDOM to conclude with the 15 mg/kg cohort based on splicing and safety data observed to date; clinical sites will begin transitioning to the Phase 2 multiple ascending dose study, FREEDOM2-DM1 – BOSTON— August 7, 2025- PepGen Inc.

August 7, 2025 EX-10.1

Non-Employee Director Compensation Policy, as amended on June 4, 2025.

pepgen INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of PepGen Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Polic

August 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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: 001-41374 PEPGEN INC.

August 7, 2025 EX-10.2

Form of Non-Qualified Stock Option Agreement for Non-Employee Directors

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PEPGEN INC.

August 7, 2025 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 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): August 07, 2025 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number

June 6, 2025 8-K

FORM 8-K Item 5.07 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 06, 2025 (June 04, 2025) PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commissi

May 28, 2025 8-K

Regulation FD Disclosure, 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): May 28, 2025 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 28, 2025 EX-99.2

May 2025 Company Presentation

May 2025 Company Presentation Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.

May 28, 2025 EX-99.1

PepGen to Focus on Development of Promising DM1 Program Following 10 mg/kg PGN-EDO51 Update – PGN-EDO51 did not achieve target dystrophin levels in CONNECT1-EDO51 trial; Company to discontinue development of DMD programs – – PGN-EDO51 at 10 mg/kg was

Exhibit 99.1 PepGen to Focus on Development of Promising DM1 Program Following 10 mg/kg PGN-EDO51 Update – PGN-EDO51 did not achieve target dystrophin levels in CONNECT1-EDO51 trial; Company to discontinue development of DMD programs – – PGN-EDO51 at 10 mg/kg was generally well tolerated; all treatment-related adverse events were mild– – DM1 program on track to read out FREEDOM-DM1 15 mg/kg cohort

May 8, 2025 8-K

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 08, 2025 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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: 001-41374 PEPGEN INC.

May 8, 2025 EX-99.1

PepGen Reports First Quarter 2025 Financial Results and Recent Corporate Highlights – Reported positive DM1 patient data with mean splicing correction of 29.1% following a single dose of PGN-EDODM1 at 10 mg/kg – – FREEDOM-DM1 data from 15 mg/kg cohor

PepGen Reports First Quarter 2025 Financial Results and Recent Corporate Highlights – Reported positive DM1 patient data with mean splicing correction of 29.

April 25, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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

April 25, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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

March 31, 2025 EX-99.1

PepGen Announces Appointment of Two New Directors to its Board

Exhibit 99.1 PepGen Announces Appointment of Two New Directors to its Board BOSTON — March 31, 2025- PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today announced the appointments of Lisa Wyman and Mitchell H. Finer, PhD, to

March 31, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): March 31, 2025 (March 27, 2025) PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commis

March 28, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 28, 2025 (March 24, 2025) PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commis

March 4, 2025 EX-99.1

PepGen Announces Update to Phase 2 CONNECT2-EDO51 Study in Patients with DMD Company will temporarily pause CONNECT2 and focus efforts on ongoing CONNECT1-EDO51 study of PGN-EDO51 in DMD, with 10 mg/kg results expected in the third quarter of 2025 No

PepGen Announces Update to Phase 2 CONNECT2-EDO51 Study in Patients with DMD Company will temporarily pause CONNECT2 and focus efforts on ongoing CONNECT1-EDO51 study of PGN-EDO51 in DMD, with 10 mg/kg results expected in the third quarter of 2025 No new safety issues have been observed in PGN-EDO51 program BOSTON — March 4, 2025- PepGen Inc.

March 4, 2025 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

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 04, 2025 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

February 24, 2025 EX-99.3

February 24, 2025 FREEDOM-DM1 5 and 10 mg/kg Clinical Data Update

February 24, 2025 FREEDOM-DM1 5 and 10 mg/kg Clinical Data Update Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.

February 24, 2025 10-K

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, 2024 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 001-41374 PEPGEN INC. (Ex

February 24, 2025 EX-99.1

PepGen Reports Fourth Quarter and Year-End 2024 Financial Results and Recent Corporate Highlights – The Company today reported positive initial results from the ongoing FREEDOM-DM1 trial in patients with DM1; mean splicing correction of 12.3% and 29.

Exhibit 99.1 PepGen Reports Fourth Quarter and Year-End 2024 Financial Results and Recent Corporate Highlights – The Company today reported positive initial results from the ongoing FREEDOM-DM1 trial in patients with DM1; mean splicing correction of 12.3% and 29.1% in 5 and 10 mg/kg cohorts, respectively – – FREEDOM-DM1 15 mg/kg cohort is dosing, with results expected in second half of 2025 – – CO

February 24, 2025 EX-21.1

Subsidiaries of Registrant

Exhibit 21.1 Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization Ownership Percentage PepGen Securities Corp. Massachusetts 100%

February 24, 2025 EX-99.2

PepGen Announces Positive Initial Results, Including Robust Splicing Correction, from Ongoing FREEDOM-DM1 Trial in Patients with DM1 – Significant mean splicing correction of 29.1% following a single dose of PGN-EDODM1 at 10 mg/kg – – PGN-EDODM1 obse

Exhibit 99.2 PepGen Announces Positive Initial Results, Including Robust Splicing Correction, from Ongoing FREEDOM-DM1 Trial in Patients with DM1 – Significant mean splicing correction of 29.1% following a single dose of PGN-EDODM1 at 10 mg/kg – – PGN-EDODM1 observed to have favorable emerging safety profile – – Conference call scheduled today at 8:00 a.m. ET – BOSTON, February 24, 2025 - PepGen I

February 24, 2025 EX-19.1

PepGen Inc. Insider Trading Policy

PEPGEN INC. Insider Trading POLICY PepGen Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors, employees and consultants/contractors designated by the Company from time to time (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and

February 24, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Registration Fee Form S-8 (Form Type) PepGen Inc. (Exact name of registrant as specified in its charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per share, re

February 24, 2025 S-8

As filed with the Securities and Exchange Commission on February 24, 2025

As filed with the Securities and Exchange Commission on February 24, 2025 Registration No.

February 24, 2025 8-K

Regulation FD Disclosure, 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): February 24, 2025 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

February 7, 2025 EX-99

JOINT FILING AGREEMENT

EX-99 2 d11604164ex99-a.htm Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G Amendment No. 1 dated February 7, 2025 relating to the Common Stock, par value $0.0001 per share, of PepGen Inc. shall be filed on behalf of the undersigned. SUVRETTA CAPITAL MANAGEMENT, LLC By: /s/ Aaron Cowen Name: Aaron Cowen Title: Authorized Signatory AVERILL MASTER FUND, LTD. By: /s/ Aar

February 7, 2025 EX-99

CONTROL PERSON IDENTIFICATION

EX-99 3 d11598789ex99-b.htm Exhibit B CONTROL PERSON IDENTIFICATION Suvretta Capital Management, LLC is the relevant entity for which Aaron Cowen is the control person.

February 7, 2025 EX-99

CONTROL PERSON IDENTIFICATION

EX-99 3 d11604164ex99-b.htm Exhibit B CONTROL PERSON IDENTIFICATION Suvretta Capital Management, LLC is the relevant entity for which Aaron Cowen is the control person.

February 7, 2025 EX-99

JOINT FILING AGREEMENT

EX-99 2 d11598789ex99-a.htm Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G dated February 7, 2025 relating to the Common Stock, par value $0.0001 per share, of PepGen Inc. shall be filed on behalf of the undersigned. SUVRETTA CAPITAL MANAGEMENT, LLC By: /s/ Aaron Cowen Name: Aaron Cowen Title: Authorized Signatory AVERILL MASTER FUND, LTD. By: /s/ Aaron Cowen Name: A

January 29, 2025 EX-99.1

PepGen Announces CONNECT Program Updates

PepGen Announces CONNECT Program Updates BOSTON— January 29, 2025- PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today provided recent updates on its CONNECT clinical program investigating PGN-EDO51 in Duchenne muscular dystr

January 29, 2025 8-K

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): January 29, 2025 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

December 16, 2024 EX-99.1

PepGen Announces Clinical Hold in the U.S. on IND Application to Initiate CONNECT2-EDO51 Phase 2 Study of PGN-EDO51 for Duchenne Muscular Dystrophy -Company continues to advance PGN-EDO51 in CONNECT1-EDO51, with the 10 mg/kg cohort now fully enrolled

PepGen Announces Clinical Hold in the U.S. on IND Application to Initiate CONNECT2-EDO51 Phase 2 Study of PGN-EDO51 for Duchenne Muscular Dystrophy -Company continues to advance PGN-EDO51 in CONNECT1-EDO51, with the 10 mg/kg cohort now fully enrolled- BOSTON-(BUSINESS WIRE)—December 16, 2024- PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligon

December 16, 2024 8-K

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 16, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 14, 2024 SC 13G/A

PEPG / PepGen Inc. / VIKING GLOBAL INVESTORS LP Passive Investment

SC 13G/A 1 sayw2411142713ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 3) PepGen Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Secu

November 12, 2024 EX-99.A

Item 7 Information

EX-99.A 2 tm2427677d1ex99-a.htm EXHIBIT A EXHIBIT A The Schedule 13G to which this attachment is appended is filed by Qatar Investment Authority on behalf of itself and the following subsidiaries: Al-Rayyan Holding LLC

November 12, 2024 SC 13G/A

PEPG / PepGen Inc. / Qatar Investment Authority - SC 13G/A Passive Investment

SC 13G/A 1 tm2427677d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * PEPGEN INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 713317105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing this Statement) Check the appropriate box

November 12, 2024 EX-99.B

Certificate of Incumbency

EX-99.B 3 tm2427677d1ex99-b.htm EXHIBIT B EXHIBIT B CERTIFICATE OF INCUMBENCY I, Ahmad Mohammed F Q Al-Khanji, Chief of Legal and General Counsel, of Qatar Investment Authority, established by Emiri Decision No 22 in 2005, with its registered office at, Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar, do hereby confirm that Andrew Watkins is the

November 7, 2024 EX-10.1

PepGen Inc. 2024 Inducement Plan and forms of agreements thereunder

Exhibit 10.1 PEPGEN INC. 2024 INDUCEMENT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the PepGen Inc. 2024 Inducement Plan (the “Plan”). The purpose of the Plan is to enable PepGen Inc. (the “Company”) to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Company and its Affiliates to accept em

November 7, 2024 8-K

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 07, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 7, 2024 EX-99.1

PepGen Reports Third Quarter 2024 Financial Results and Recent Corporate Highlights – FREEDOM-DM1 data from 5 and 10 mg/kg cohorts in patients with DM1 expected in the first quarter of 2025 – – Study designs of CONNECT program optimized based on enco

PepGen Reports Third Quarter 2024 Financial Results and Recent Corporate Highlights – FREEDOM-DM1 data from 5 and 10 mg/kg cohorts in patients with DM1 expected in the first quarter of 2025 – – Study designs of CONNECT program optimized based on encouraging results from early cohort – – Strengthened leadership team with addition of Paul Streck, MD, MBA, as head of R&D – BOSTON— November 7, 2024- PepGen Inc.

November 7, 2024 EX-10.2

Employment Agreement, dated August 19, 2024, between Paul D. Streck, MD, MBA and the Company

EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between PepGen Inc.

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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: 001-41374 PEPGEN INC.

October 8, 2024 EX-99.1

PepGen Announces Presentations at the 29th Annual Congress of the World Muscle Society

PepGen Announces Presentations at the 29th Annual Congress of the World Muscle Society BOSTON, October 8 , 2024 - PepGen Inc.

October 8, 2024 8-K

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): October 08, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

September 19, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): September 19, 2024 (September 16, 2024) PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation)

September 19, 2024 EX-99.1

PepGen Announces Christopher Ashton, PhD, to Retire from its Board of Directors

PepGen Announces Christopher Ashton, PhD, to Retire from its Board of Directors BOSTON, September 19, 2024 - PepGen Inc.

August 20, 2024 EX-99.1

PepGen Appoints Paul Streck, M.D., MBA, as Executive Vice President, Head of Research & Development

PepGen Appoints Paul Streck, M.D., MBA, as Executive Vice President, Head of Research & Development BOSTON, August 20, 2024 - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today announced the appointment of Paul Streck, M.D.,

August 20, 2024 8-K

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): August 20, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 12, 2024 SC 13G

PEPG / PepGen Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 d1143520813g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PepGen Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 713317105 (CUSIP Number) July 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

August 8, 2024 EX-10.1

Non-Employee Director Compensation Policy, as amended on June 20, 2024

Exhibit 10.1 pepgen INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of PepGen Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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: 001-41374 PEPGEN INC.

August 8, 2024 8-K

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 08, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 8, 2024 EX-99.1

PepGen Reports Second Quarter 2024 Financial Results and Recent Corporate Highlights – CONNECT1-EDO51 clinical trial data from low-dose cohort were reported in July. PGN-EDO51 at 5 mg/kg was well tolerated, achieved mean exon skipping levels of 2.15%

PepGen Reports Second Quarter 2024 Financial Results and Recent Corporate Highlights – CONNECT1-EDO51 clinical trial data from low-dose cohort were reported in July.

July 30, 2024 EX-99.1

PepGen Announces Positive Data from Low-Dose Cohort of PGN-EDO51 in Ongoing CONNECT1-EDO51 Phase 2 Clinical Trial for Treatment of Duchenne Muscular Dystrophy – PGN-EDO51 at 5 mg/kg was well tolerated, and all patients continued to long-term extensio

Exhibit 99.1 PepGen Announces Positive Data from Low-Dose Cohort of PGN-EDO51 in Ongoing CONNECT1-EDO51 Phase 2 Clinical Trial for Treatment of Duchenne Muscular Dystrophy – PGN-EDO51 at 5 mg/kg was well tolerated, and all patients continued to long-term extension portion of trial. Dosing of second cohort at 10 mg/kg is ongoing – – Four doses of PGN-EDO51 at 5 mg/kg achieved mean exon skipping lev

July 30, 2024 8-K

Regulation FD Disclosure

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 30, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 30, 2024 EX-99.2

Disclaimers This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,”

Exhibit 99.2 CONNECT1-EDO51 5 mg/kg Clinical Data July 30, 2024 Disclaimers This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “p

July 3, 2024 CORRESP

PepGen Inc. 321 Harrison Avenue, 8th Floor Boston, Massachusetts 02118

PepGen Inc. 321 Harrison Avenue, 8th Floor Boston, Massachusetts 02118 July 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Chris Edwards Re: PepGen Inc. Registration Statement on Form S-3 (File No. 333-280570) Request for Acceleration of Effective Date To whom it may concern: Pursuant

July 2, 2024 8-K

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): July 02, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 2, 2024 EX-99.1

PepGen Appoints Afsaneh Mohebbi, Ph.D., as SVP, Portfolio and Program Management and Dave Borah, CFA, as SVP, Investor Relations and Corporate Communications

PepGen Appoints Afsaneh Mohebbi, Ph.D., as SVP, Portfolio and Program Management and Dave Borah, CFA, as SVP, Investor Relations and Corporate Communications BOSTON, July 2, 2024 - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases

June 28, 2024 EX-4.5

Form of indenture for subordinated debt securities and the related form of subordinated debt security.

EX-4.5 Exhibit 4.5 PEPGEN INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [    ] Subordinated Debt Securities TABLE OF CONTENTS1 Page Article 1  DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2  ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certific

June 28, 2024 S-3

As filed with the Securities and Exchange Commission on June 28, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

June 28, 2024 EX-4.4

Form of indenture for senior debt securities and the related form of senior debt security.

EX-4.4 Exhibit 4.4 PEPGEN INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [   ] Senior Debt Securities  TABLE OF CONTENTS1 Page Article 1  DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2  ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6

June 28, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) PepGen Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Fo

June 20, 2024 EX-3.1

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of PepGen Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PEPGEN INC. PepGen Inc. (the “Corporation”) , a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. That the Board of Directors of the Corporation has duly adopted resolutions pursuant to Section 242

June 20, 2024 8-K

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 20, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 11, 2024 EX-99.1

PepGen Announces Executive Team Promotions Michelle Mellion, M.D., promoted to Chief Medical Officer Hayley Parker, Ph.D., promoted to Senior Vice President, Global Regulatory Affairs

PepGen Announces Executive Team Promotions Michelle Mellion, M.D., promoted to Chief Medical Officer Hayley Parker, Ph.D., promoted to Senior Vice President, Global Regulatory Affairs BOSTON, June 11, 2024 - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscula

June 11, 2024 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

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 11, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 14, 2024 8-K

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 14, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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: 001-41374 PEPGEN INC.

May 14, 2024 EX-99.1

PepGen Reports First Quarter 2024 Financial Results and Recent Corporate Highlights – CONNECT1-EDO51 trial preliminary data from 5mg/kg dose cohort expected mid-2024 – – FREEDOM1-DM1 trial preliminary data from at least 5mg/kg dose cohort expected se

PepGen Reports First Quarter 2024 Financial Results and Recent Corporate Highlights – CONNECT1-EDO51 trial preliminary data from 5mg/kg dose cohort expected mid-2024 – – FREEDOM1-DM1 trial preliminary data from at least 5mg/kg dose cohort expected second half 2024 – – Net proceeds of $86.

May 1, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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

April 16, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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

April 9, 2024 SC 13G

PEPG / PepGen Inc. / Oxford Science Enterprises plc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PepGen Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 713317105 (CUSIP Number) 10 May 2022** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

March 29, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (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, 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 001-413

March 15, 2024 8-K

Current Report

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 15, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 15, 2024 EX-3.1

Second Amended and Restated By-laws of PepGen Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED BY-LAWS OF PEPGEN INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States that is fixed by the Board of Directors, which time, date and place may subse

March 13, 2024 EX-99.1

PepGen Receives U.S. FDA Orphan Drug and Rare Pediatric Disease Designations for PGN-EDO51 for the Treatment of Duchenne Muscular Dystrophy

t PepGen Receives U.S. FDA Orphan Drug and Rare Pediatric Disease Designations for PGN-EDO51 for the Treatment of Duchenne Muscular Dystrophy BOSTON, March 13, 2024 - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today announ

March 13, 2024 8-K

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): March 13, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 11, 2024 SC 13D/A

PEPG / PepGen Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm248536d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* PEPGEN INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 713317105 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsk

March 6, 2024 10-K

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, 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 001-41374 PEPGEN INC. (Ex

March 6, 2024 EX-10.19

Employment Agreement, dated December 6, 2023, between Mary Beth DeLena and the Company

EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between PepGen Inc. (the “Company”), and Mary Beth DeLena and is effective as January 15th, 2024 (the “Effective Date”). WHEREAS, the Company desires to employ you and you desire to be employed by the Company on the new terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual covenants a

March 6, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Registration Fee Form S-8 (Form Type) PepGen Inc. (Exact name of registrant as specified in its charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per share Rul

March 6, 2024 8-K

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 06, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 6, 2024 EX-97

Compensation Recovery Policy

EXHIBIT 97 PEPGEN INC. COMPENSATION RECOVERY POLICY Adopted as of November 10, 2023 PepGen Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in acc

March 6, 2024 S-8

As filed with the Securities and Exchange Commission on March 6, 2024

As filed with the Securities and Exchange Commission on March 6, 2024 Registration No.

March 6, 2024 EX-99.1

PepGen Reports Fourth Quarter and Full Year 2023 Financial Results and Recent Corporate Developments - Enrollment completed for PGN-EDO51 5 mg/kg cohort in CONNECT1-EDO51 Phase 2 clinical trial in DMD patients. The Company expects to announce prelimi

PepGen Reports Fourth Quarter and Full Year 2023 Financial Results and Recent Corporate Developments - Enrollment completed for PGN-EDO51 5 mg/kg cohort in CONNECT1-EDO51 Phase 2 clinical trial in DMD patients.

March 4, 2024 EX-99.1

PepGen Announces Clearance of CTA by UK Medicines & Healthcare Products Regulatory Agency to Begin CONNECT2-EDO51, a Phase 2 Clinical Trial designed to support potential accelerated approval of PGN-EDO51 for the Treatment of Duchenne Muscular Dystrop

PepGen Announces Clearance of CTA by UK Medicines & Healthcare Products Regulatory Agency to Begin CONNECT2-EDO51, a Phase 2 Clinical Trial designed to support potential accelerated approval of PGN-EDO51 for the Treatment of Duchenne Muscular Dystrophy BOSTON, March 04, 2024 (GLOBE NEWSWIRE) - PepGen Inc.

March 4, 2024 8-K

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): March 04, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

February 20, 2024 8-K

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): February 20, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

February 20, 2024 EX-99.1

PepGen Receives U.S. FDA Fast Track Designation for PGN-EDODM1 for the Treatment of Myotonic Dystrophy Type 1

PepGen Receives U.S. FDA Fast Track Designation for PGN-EDODM1 for the Treatment of Myotonic Dystrophy Type 1 BOSTON, Feb. 20, 2024 - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today announced that the U.S. Food and Drug A

February 14, 2024 SC 13G/A

PEPG / PepGen Inc. / VIKING GLOBAL INVESTORS LP Passive Investment

SC 13G/A 1 sayw2402141513ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 2) PepGen Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Secu

February 13, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm246106d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 13, 2024 is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, RA Capital Healthcare Fund, L.P., and the RA Capital Nexus Fund II, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the

February 13, 2024 SC 13D/A

PEPG / PepGen Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm246106d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PEPGEN INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 713317105 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsk

February 7, 2024 EX-1.1

Underwriting Agreement dated February 6, 2024.

Exhibit 1.1 PepGen Inc. (a Delaware corporation) 7,530,000 Shares of Common Stock UNDERWRITING AGREEMENT February 6, 2024 Leerink Partners LLC as Representative of the several Underwriters c/o Leerink Partners LLC 53 State Street, 40th Floor Boston, Massachusetts 02109 Ladies and Gentlemen: PepGen Inc., a Delaware corporation (the “Company”), confirms its agreement with Leerink Partners LLC (“Leer

February 7, 2024 EX-99.1

PepGen Announces Pricing of $80.1 Million Underwritten Offering of Common Stock

Exhibit 99.1 PepGen Announces Pricing of $80.1 Million Underwritten Offering of Common Stock BOSTON, February 7, 2024 — PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today announced the pricing of an underwritten offering of

February 7, 2024 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): February 7, 2024 (February 6, 202

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 7, 2024 (February 6, 2024) PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Co

February 7, 2024 424B5

7,530,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-272378 Prospectus Supplement (To Prospectus dated June 16, 2023) 7,530,000 Shares Common Stock We are offering 7,530,000 shares of our common stock in this offering. Our common stock is listed on The Nasdaq Global Select Market under the symbol “PEPG.” On February 6, 2024, the closing sale price of our common stock on The Nasd

January 17, 2024 EX-99.1

Mary Beth DeLena Joins PepGen as General Counsel and Secretary

Mary Beth DeLena Joins PepGen as General Counsel and Secretary BOSTON, Jan. 17, 2024 - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today announced the expansion of its executive team with the appointment of Mary Beth DeLena

January 17, 2024 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

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): January 17, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

January 8, 2024 8-K

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): January 08, 2024 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

January 8, 2024 EX-99.1

PepGen Announces First Patient Dosed in CONNECT1-EDO51 Phase 2 Clinical Trial of PGN-EDO51 for Duchenne Muscular Dystrophy Patients Amenable to Exon 51 Skipping - Preliminary data from the 5 mg/kg PGN-EDO51 dose level in the CONNECT1-EDO51 Phase 2 tr

PepGen Announces First Patient Dosed in CONNECT1-EDO51 Phase 2 Clinical Trial of PGN-EDO51 for Duchenne Muscular Dystrophy Patients Amenable to Exon 51 Skipping - Preliminary data from the 5 mg/kg PGN-EDO51 dose level in the CONNECT1-EDO51 Phase 2 trial are expected mid-2024: including initial safety, exon 51 skipping and dystrophin protein production data - - Phase 1 results following a single dose of 10 mg/kg of PGN-EDO51 in healthy volunteers demonstrated peak exon 51 skipping of 3.

December 18, 2023 EX-99.1

PepGen Announces First Patient Dosed in Phase 1 FREEDOM-DM1 Clinical Trial of PGN-EDODM1 for Myotonic Dystrophy Type 1 (DM1) - Safety, transcript splicing correction and clinical outcome measures data at 5 mg/kg PGN-EDODM1 dose level in patients from

Exhibit 99.1 PepGen Announces First Patient Dosed in Phase 1 FREEDOM-DM1 Clinical Trial of PGN-EDODM1 for Myotonic Dystrophy Type 1 (DM1) - Safety, transcript splicing correction and clinical outcome measures data at 5 mg/kg PGN-EDODM1 dose level in patients from FREEDOM-DM1 clinical trial expected in 2024 - - Clearance of Clinical Trial Application (CTA) by the UK Medicines and Healthcare Product

December 18, 2023 8-K

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 18, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 15, 2023 EX-99.1

PepGen Announces Appointment of Howard Mayer, M.D. to Board of Directors

Exhibit 99.1 PepGen Announces Appointment of Howard Mayer, M.D. to Board of Directors BOSTON, Nov. 15, 2023 (GLOBE NEWSWIRE) - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today announced the appointment of Howard Mayer, M.D

November 15, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): November 15, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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: 001-41374 PEPGEN INC.

November 8, 2023 8-K

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 08, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 8, 2023 EX-99.1

PepGen Reports Third Quarter 2023 Financial Results and Recent Corporate Developments - Continuing to open CONNECT1-EDO51 trial sites in Canada - - Opening of FREEDOM-DM1 trial sites underway in the U.S. and Canada - - Ended third quarter 2023 with c

Exhibit 99.1 PepGen Reports Third Quarter 2023 Financial Results and Recent Corporate Developments - Continuing to open CONNECT1-EDO51 trial sites in Canada - - Opening of FREEDOM-DM1 trial sites underway in the U.S. and Canada - - Ended third quarter 2023 with cash and cash equivalents of $129.5 million; cash runway expected into 2025 - BOSTON, Nov. 8, 2023 - PepGen Inc. (Nasdaq: PEPG), a clinica

October 12, 2023 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

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 12, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

October 12, 2023 EX-99.1

PepGen Inc. Announces FDA has Lifted the Clinical Hold on its Investigational New Drug Application for FREEDOM-DM1 Phase 1 Study of PGN-EDODM1 for Myotonic Dystrophy Type 1 (DM1) – Lifting of FDA hold allows FREEDOM-DM1 study to launch in the U.S. wi

PepGen Inc. Announces FDA has Lifted the Clinical Hold on its Investigational New Drug Application for FREEDOM-DM1 Phase 1 Study of PGN-EDODM1 for Myotonic Dystrophy Type 1 (DM1) – Lifting of FDA hold allows FREEDOM-DM1 study to launch in the U.S. with target dose levels of 5 mg/kg, 10 mg/kg and 20 mg/kg – – Safety, transcript splicing and clinical outcome measures data at 5 mg/kg PGN-EDODM1 dose

September 6, 2023 EX-99.1

PepGen Inc. Presents PGN-EDODM1 Preclinical Data Supporting the Company’s Enhanced Delivery Oligonucleotide Platform and PGN-EDODM1 Program at Two Medical Conferences

PepGen Inc. Presents PGN-EDODM1 Preclinical Data Supporting the Company’s Enhanced Delivery Oligonucleotide Platform and PGN-EDODM1 Program at Two Medical Conferences - EDO platform observed to drive 25-fold higher level of oligonucleotide delivery to myotube nuclei compared to “naked” oligonucleotide - - EDO technology enabled delivery of therapeutic oligonucleotide to 72% of muscle nuclei in non

September 6, 2023 8-K

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): September 06, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Num

September 6, 2023 8-K

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): September 06, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Num

September 6, 2023 EX-99.1

PepGen Inc. Announces Clearance of CTA by Health Canada to Begin the FREEDOM-DM1 Phase 1 Study of PGN-EDODM1 in Patients with Myotonic Dystrophy Type 1 - The U.S. Food and Drug Administration (FDA) granted Orphan Drug Designation to PGN-EDODM1 for th

PepGen Inc. Announces Clearance of CTA by Health Canada to Begin the FREEDOM-DM1 Phase 1 Study of PGN-EDODM1 in Patients with Myotonic Dystrophy Type 1 - The U.S. Food and Drug Administration (FDA) granted Orphan Drug Designation to PGN-EDODM1 for the treatment of Myotonic Dystrophy Type 1 (DM1) - BOSTON, September 6, 2023 (GLOBE NEWSWIRE) - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnolo

August 8, 2023 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): August 8, 2023 PepGen Inc. (Exact

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 8, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

August 8, 2023 424B5

Up to $100,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-272378 PROSPECTUS SUPPLEMENT (To Prospectus Dated June 16, 2023) Up to $100,000,000 Common Stock We have entered into a sales agreement (the “sales agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), dated August 8, 2023, relating to the sale of shares of our common stock, $0.0001 par value per share (“

August 8, 2023 EX-1.1

At-the-Market Equity Offering Sales Agreement, dated August 8, 2023, between Stifel, Nicolaus & Company, Incorporated and the Company (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on August 8, 2023 (File No. 001-41374))

Exhibit 1.1 STIFEL NICOLAUS MASTER FORM ATM SALES AGREEMENT PEPGEN INC. Common Stock ($0.0001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT August 8, 2023 STIFEL, NICOLAUS & COMPANY, INCORPORATED One South Street, 15th Floor Baltimore, Maryland 21202 Ladies and Gentlemen: PepGen Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated

August 8, 2023 EX-99.1

PepGen Reports Second Quarter 2023 Financial Results and Recent Corporate Developments – Phase 2 open-label CONNECT1-EDO51 study open in Canada – – Potentially registrational, randomized, double-blind, placebo-controlled Phase 2 CONNECT2-EDO51 multin

PepGen Reports Second Quarter 2023 Financial Results and Recent Corporate Developments – Phase 2 open-label CONNECT1-EDO51 study open in Canada – – Potentially registrational, randomized, double-blind, placebo-controlled Phase 2 CONNECT2-EDO51 multinational study expected to be initiated in the second half of 2023 – – Continue to pursue global strategy of initiating FREEDOM-EDODM1 clinical study in geographies outside the U.

August 8, 2023 EX-10.2

Amendment No. 1 to the License of Technology Agreement, dated February 12, 2021, by and among Oxford University Innovation Limited, Medical Research Counsel as part of the United Kingdom Research and Innovation and PepGen Limited (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 8, 2023 (File No. 001-41374)).

Exhibit 10.2 AMENDMENT NO. 1 TO LICENCE OF TECHNOLOGY AGREEMENT This Amendment No. 1 to the Agreement (this “Amendment”), effective as of 12th February 2021 (the “Amendment Effective Date”), is made by and between Oxford University Innovation Limited (Company Registration No. 2199542) whose registered office is a University Offices, Wellington Square, Oxford OX1 2JD, England (“OUI”); Medical Resea

August 8, 2023 EX-10.1

Non-Employee Director Compensation Policy, as amended on April 28, 2023

Exhibit 10.1 pepgen INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of PepGen Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”

August 8, 2023 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

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 08, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 8, 2023 EX-10.3

Agreement for Contract Novation, dated January 1, 2022, by and among Oxford University Innovation Limited, United Kingdom Research and Innovation, PepGen Limited and PepGen Inc. (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on August 8, 2023 (File No. 001-41374)).

Exhibit 10.3 DATED January 1, 2022 Agreement for novation of contract among Continuing Parties and Outgoing Party and Incoming Party ACTIVE/115440260.1 Exhibit 10.3 CONTENTS CLAUSE 1. Novation 2 2. Release of obligations and liabilities 3 3. Governing law 3 4. Jurisdiction 3 5. Interpretation 4 6. Miscellaneous 4 1 ACTIVE/115440260.1 Exhibit 10.3 This Agreement is dated March , 2022 (“Effective Da

August 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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: 001-41374 PEPGEN INC.

June 22, 2023 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

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 22, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 14, 2023 CORRESP

PepGen Inc. 321 Harrison Avenue, 8th Floor Boston, Massachusetts 02118

CORRESP PepGen Inc. 321 Harrison Avenue, 8th Floor Boston, Massachusetts 02118 June 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Alan Campbell Re: PepGen Inc. Registration Statement on Form S-3 (File No. 333-272378) Request for Acceleration of Effective Date To whom it may concern:

June 13, 2023 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

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 13, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 13, 2023 EX-99.1

PepGen Inc. Provides Update on Planned Initiation of Phase 1 Study of PGN-EDODM1 in Myotonic Dystrophy Type 1

PepGen Inc. Provides Update on Planned Initiation of Phase 1 Study of PGN-EDODM1 in Myotonic Dystrophy Type 1 BOSTON, June 13, 2023 (GLOBE NEWSWIRE) - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today announced that while i

June 2, 2023 EX-FILING FEES

Filing Fee Table.

Table of Contents Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) PepGen Inc.

June 2, 2023 S-3

As filed with the Securities and Exchange Commission on June 2, 2023

S-3 Table of Contents As filed with the Securities and Exchange Commission on June 2, 2023 Registration No.

June 2, 2023 EX-4.5

Form of indenture for subordinated debt securities and the related form of subordinated debt security.

EX-4.5 Table of Contents Exhibit 4.5 PEPGEN INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities Table of Contents TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Se

June 2, 2023 EX-4.4

Form of indenture for senior debt securities and the related form of senior debt security.

EX-4.4 Table of Contents Exhibit 4.4 PEPGEN INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Senior Debt Securities Table of Contents TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securiti

May 30, 2023 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

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 30, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 30, 2023 EX-99.1

PepGen Inc. Announces Clinical Hold in the U.S. on IND Application to Initiate a Phase 1 Study of PGN-EDODM1 for Myotonic Dystrophy Type 1 (DM1)

PepGen Inc. Announces Clinical Hold in the U.S. on IND Application to Initiate a Phase 1 Study of PGN-EDODM1 for Myotonic Dystrophy Type 1 (DM1) BOSTON, May 30, 2023 (GLOBE NEWSWIRE) - PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological dise

May 18, 2023 8-K

Regulation FD Disclosure, 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): May 18, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 18, 2023 EX-99.1

- CONNECT1-EDO51 will assess dystrophin levels, exon skipping data and safety data following multiple doses of PGN-EDO51 in patients with mutations amenable to skipping exon 51 - - Initial data readout is expected mid-2024 -

Exhibit 99.1 PepGen Announces Clearance by Health Canada of CTA for PGN-EDO51 to Begin the Phase 2 Clinical Trial, CONNECT1-EDO51, for the Treatment of Duchenne Muscular Dystrophy - CONNECT1-EDO51 will assess dystrophin levels, exon skipping data and safety data following multiple doses of PGN-EDO51 in patients with mutations amenable to skipping exon 51 - - Initial data readout is expected mid-20

May 11, 2023 EX-10

Non-Employee Director Compensation Policy, as amended on April 28, 2023

Exhibit 10.3 pepgen INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of PepGen Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”

May 11, 2023 EX-10

First Lease Amendment, dated January 14, 2022, between B9 LS Harrison & Washington LLC and the Company (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2023 (File No. 001-41374)).

Exhibit 10.1 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 14th day of January, 2021, by and between B9 LS HARRISON & WASHINGTON LLC, a Delaware limited liability company (“Landlord”), and PEPGEN, INC., a Delaware corporation (“Tenant”). RECITALS a) WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of December 1, 2021 (as

May 11, 2023 EX-99

PepGen Reports First Quarter 2023 Financial Results and Recent Corporate Developments – Phase 2 open-label CONNECT1-EDO51 study expected to be initiated in Canada in the first half of 2023 – – Potentially registration-directed, randomized, double-bli

PepGen Reports First Quarter 2023 Financial Results and Recent Corporate Developments – Phase 2 open-label CONNECT1-EDO51 study expected to be initiated in Canada in the first half of 2023 – – Potentially registration-directed, randomized, double-blind, placebo-controlled Phase 2 CONNECT2-EDO51 multinational study expected to be initiated in the second half of 2023 – – Phase 1 randomized, double-blind, placebo-controlled FREEDOM-DM1 study expected to be initiated in the first half of 2023 – – Ended first quarter 2023 with cash, cash equivalents, and investments of $165.

May 11, 2023 EX-10

Lease Amendment, dated March 29, 2023, between B9 LS Harrison & Washington LLC and the Company (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2023 (File No. 001-41374)).

Exhibit 10.2 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENTTO LEASE (this “Amendment”) is entered into as of this 27th day of March 2023, by and between B9 LS HARRISON & WASHINGTON LLC, a Delaware limited liability company (“Landlord”), and PEPGEN, INC., a Delaware corporation (“Tenant”). RECITALS a) WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of December 1, 2021, as a

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ 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: 001-41374 PEPGEN INC.

May 11, 2023 8-K

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 11, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

April 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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

March 27, 2023 EX-99

EMPOWERING OLIGONUCLEOTIDE THERAPEUTICS COMPANY PRESENTATION MARCH 2023

EMPOWERING OLIGONUCLEOTIDE THERAPEUTICS COMPANY PRESENTATION MARCH 2023 DISCLAIMERS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.

March 27, 2023 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

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 27, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 23, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 pepg-exfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Registration Fee Form S-8 (Form Type) PepGen Inc. (Exact name of registrant as specified in its charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration

March 23, 2023 EX-10

Employment Agreement, dated March 21, 2023, between Niels Svenstrup and the Company (Incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K on March 23, 2023 (File No. 001-41374))

EXHIBIT 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between PepGen Inc. (the “Company”), and Niels Svenstrup(the “Executive”) and is effective as of March 21, 2023 (the “Effective Date”). Except with respect to the Continuing Obligations and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between you and th

March 23, 2023 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

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 23, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 23, 2023 EX-10

Employment Agreement, dated March 21, 2023, between Jaya Goyal and the Company (Incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed on March 23, 2023 (File No. 001-41374)).

EX-10 5 pepg-ex109.htm EX-10.9 - J. GOYAL EXHIBIT 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between PepGen Inc. (the “Company”), and Jaya Goyal (the “Executive”) and is effective as of March 21, 2023 (the “Effective Date”). Except with respect to the Continuing Obligations and the Equity Documents (each as defined below), this Agreement supersedes in all respects al

March 23, 2023 EX-10

Employment Agreement, dated March 21, 2023, between Michelle Mellion and the Company (Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K filed on March 23, 2023 (File No. 001-41374)).

EXHIBIT 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between PepGen Inc. (the “Company”), and Michelle Mellion(the “Executive”) and is effective as of March 21, 2023 (the “Effective Date”). Except with respect to the Continuing Obligations and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between you and t

March 23, 2023 EX-10

Employment Agreement, dated March 21, 2023, between Noel Donnelly and the Company (Incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed on March 23, 2023 (File No. 001-41374))

EXHIBIT 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between PepGen Inc. (the “Company”), and Noel Donnelly(the “Executive”) and is effective as of March 21, 2023 (the “Effective Date”). Except with respect to the Continuing Obligations and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between you and the C

March 23, 2023 EX-10

Employment Agreement, dated March 21, 2023, between James McArthur and the Company (Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on March 23, 2023 (File No. 001-41374))

EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between PepGen Inc. (the “Company”), and James McArthur (the “Executive”) and is effective as of March 21, 2023 (the “Effective Date”). Except with respect to the Continuing Obligations and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between you and the

March 23, 2023 S-8

As filed with the Securities and Exchange Commission on March 23, 2023

As filed with the Securities and Exchange Commission on March 23, 2023 Registration No.

March 23, 2023 EX-4

Description of Securities (Incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed on March 23, 2023 (File No. 001-41374))

EXHIBIT 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following general terms and provisions of the registered capital stock of PepGen Inc. (“PepGen”, “we”, “our”) do not purport to be complete and are subject to, and qualified in their entirety by, reference to our Third Amended and Restated Certificate of I

March 23, 2023 10-K

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 001-41374 PEPGEN INC. (Ex

March 23, 2023 EX-99

PepGen Reports Fourth Quarter and Full Year 2022 Financial Results and Recent Corporate Developments

Exhibit 99.1 PepGen Reports Fourth Quarter and Full Year 2022 Financial Results and Recent Corporate Developments BOSTON, March 23, 2023 – PepGen Inc. (Nasdaq: PEPG), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today reported financial results for the

March 22, 2023 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

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 22, 2023 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 22, 2023 EX-99

PepGen Presents Clinical and Nonclinical Data at the 2023 Annual Muscular Dystrophy Association Clinical and Scientific Conference - In NHP, four monthly doses of 20 mg/kg of PGN-EDO51 resulted in 34.9% exon skipped transcripts in biceps; a 14-fold i

PepGen Presents Clinical and Nonclinical Data at the 2023 Annual Muscular Dystrophy Association Clinical and Scientific Conference - In NHP, four monthly doses of 20 mg/kg of PGN-EDO51 resulted in 34.

February 14, 2023 SC 13G/A

PEPG / PepGen Inc / VIKING GLOBAL INVESTORS LP - SC 13G/A Passive Investment

SC 13G/A 1 brhc10047896sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 1) PepGen Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Cl

January 17, 2023 EX-99.B

CERTIFICATE OF INCUMBENCY

EXHIBIT B CERTIFICATE OF INCUMBENCY I, Ahmad Mohammed F Q Al-Khanji, Chief of Legal and General Counsel, of Qatar Investment Authority, established by Emiri Decision No 22 in 2005, with its registered office at, Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar, do hereby confirm that Andrew Watkins is the duly appointed Associate General Counsel, Compliance, an officer of the Qatar Investment Authority, and as such, is authorized to sign regulatory filings on behalf of the Qatar Investment Authority.

January 17, 2023 SC 13G/A

PEPG / PepGen Inc / Qatar Investment Authority - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) * PEPGEN INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 713317105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing this Statement) Check the appropriate box to designate the rule pursuant to which this

January 17, 2023 EX-99.A

EXHIBIT A

EXHIBIT A The Schedule 13G to which this attachment is appended is filed by Qatar Investment Authority on behalf of itself and the following subsidiaries: Al-Rayyan Holding LLC

December 7, 2022 EX-99.1

PepGen Announces IND-Enabling Preclinical Data Supporting Progression of PGN-EDODM1 into Clinical Studies - PGN-EDODM1 was well-tolerated in acute GLP studies in rodents and non-human primates (NHPs) at clinically relevant doses- - Studies conducted

PepGen Announces IND-Enabling Preclinical Data Supporting Progression of PGN-EDODM1 into Clinical Studies - PGN-EDODM1 was well-tolerated in acute GLP studies in rodents and non-human primates (NHPs) at clinically relevant doses- - Studies conducted in patient cells indicate that PGN-EDODM1, a CUG-targeting peptide-phosphorodiamidate morpholino oligonucleotide (PPMO) conjugate, did not degrade DMP

December 7, 2022 8-K

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 07, 2022 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 14, 2022 EX-99.1

PepGen Announces Positive Preclinical Data for PGN-EDO53, PGN-EDO45 and PGN-EDO44, Three Novel Duchenne Muscular Dystrophy Candidates - In non-human primates (NHPs), high levels of exon 53 skipping were observed after a single dose of PGN-EDO53 – alm

EX-99.1 2 pepg-ex991.htm EX-99.1 PepGen Announces Positive Preclinical Data for PGN-EDO53, PGN-EDO45 and PGN-EDO44, Three Novel Duchenne Muscular Dystrophy Candidates - In non-human primates (NHPs), high levels of exon 53 skipping were observed after a single dose of PGN-EDO53 – almost 7-times higher than those observed for a comparator peptide-phosphodiamidate oligonucleotide (PPMO) conjugate mol

November 14, 2022 8-K

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): November 14, 2022 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 10, 2022 EX-10.1

Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 8, 2023 (File No. 001-41374)).

Exhibit 10.1 pepgen INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of PepGen Inc. (the ?Company?) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (?Outside Directors?

November 10, 2022 EX-3.2

Certificate of Correction to Third Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on November 7, 2022

Exhibit 3.2 CERTIFICATE OF CORRECTION TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PEPGEN INC. PepGen Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the corporation is PepGen Inc. (the ?Company?). 2. The Company?s Third Amended and Restated Certificate of Incorporati

November 10, 2022 EX-99.1

PepGen Reports Third Quarter 2022 Financial Results and Recent Corporate Developments

PepGen Reports Third Quarter 2022 Financial Results and Recent Corporate Developments Boston, November 10, 2022 ? PepGen Inc.

November 10, 2022 8-K

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 10, 2022 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? 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: 001-41374 PEPGEN INC.

September 28, 2022 EX-99.1

PepGen Reports Positive Data from Phase 1 Trial of PGN-EDO51 for the Treatment of Duchenne Muscular Dystrophy - PGN-EDO51 was generally well-tolerated - - PepGen plans to initiate a Phase 2a multiple ascending dose (MAD) clinical trial in Duchenne mu

EX-99.1 2 pepg-ex991.htm EX-99.1 PepGen Reports Positive Data from Phase 1 Trial of PGN-EDO51 for the Treatment of Duchenne Muscular Dystrophy - PGN-EDO51 exhibited the highest levels of oligonucleotide delivery and exon skipping in a clinical study following a single dose when compared to publicly available clinical data for other exon 51 skipping approaches - - PGN-EDO51 was generally well-toler

September 28, 2022 EX-99.2

PEPGEN REPORTS POSITIVE DATA FROM PHASE 1 TRIAL OF PGN-EDO51 FOR THE TREATMENT OF DUCHENNE MUSCULAR DYSTROPHY James McArthur, Ph.D. Chief Executive Officer SEPTEMBER 28, 2022

PEPGEN REPORTS POSITIVE DATA FROM PHASE 1 TRIAL OF PGN-EDO51 FOR THE TREATMENT OF DUCHENNE MUSCULAR DYSTROPHY James McArthur, Ph.

September 28, 2022 8-K

Regulation FD Disclosure, 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): September 28, 2022 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Num

September 22, 2022 EX-99.1

PepGen Appoints Habib Dable to Board of Directors

EX-99.1 2 pepg-ex991.htm EX-99.1 Exhibit 99.1 PepGen Appoints Habib Dable to Board of Directors BOSTON, September 22, 2022 – PepGen Inc. (“PepGen”), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today announced the appointment of Habib Joseph Dable to i

September 22, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): September 20, 2022 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Num

August 12, 2022 EX-99.1

PepGen Reports Second Quarter 2022 Financial Results and Recent Corporate Developments

EX-99.1 2 pepg-ex991.htm EX-99.1 PepGen Reports Second Quarter 2022 Financial Results and Recent Corporate Developments Boston, August 12, 2022 – PepGen Inc. (“PepGen”), a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapies with the goal of transforming the treatment of severe neuromuscular and neurological diseases, today reported financial results for

August 12, 2022 8-K

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 12, 2022 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? 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: 001-41374 PEPGEN INC.

July 22, 2022 EX-10.1

Scientific Advisory Board Member Agreement, dated as of July 19, 2022, between the Registrant and Caroline Godfrey.

Exhibit 10.1 SCIENTIFIC ADVISORY BOARD MEMBER AGREEMENT This Scientific Advisory Board Member Agreement, effective 1st August, 2022 (the Effective Date), is between PepGen Inc., a Delaware corporation, and Caroline Godfrey, an individual residing at the address set forth on the signature page hereto (Advisor). In light of Advisor's expertise in areas consistent with Company's research and developm

July 22, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): July 22, 2022 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 23, 2022 SC 13D/A

PEPG / PepGen Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PEPGEN INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 713317105 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Name, Address

June 16, 2022 EX-3.1

Third Amended and Restated Certificate of Incorporation of the Company

Exhibit 3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PEPGEN INC. PepGen Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is PepGen Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delawar

June 16, 2022 EX-99.1

PepGen Reports First Quarter 2022 Financial Results and Recent Corporate Developments

PepGen Reports First Quarter 2022 Financial Results and Recent Corporate Developments Boston, June 16, 2022 ? PepGen Inc.

June 16, 2022 EX-3.2

Second Amended and Restated By-laws (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 15, 2024 (File No. 001-41374)).

Exhibit 3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF PEPGEN INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States that is fixed by the Board of Directors, which time, date and place may

June 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? 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: 001-41374 PEPGEN INC.

June 16, 2022 8-K

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): June 16, 2022 PepGen Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41374 85-3819886 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 20, 2022 SC 13G

PEPG / PepGen Inc / VIKING GLOBAL INVESTORS LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* PepGen Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 713317105 (CUSIP Number) May 10, 2022 (Dat

May 20, 2022 SC 13D

PEPG / PepGen Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* PEPGEN INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 713317105 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Name, Address and Tel

May 13, 2022 SC 13G

PEPG / PepGen Inc / Qatar Investment Authority - ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * PEPGEN INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 713317105 (CUSIP Number) May 10, 2022 (Date of Event Which Requires Filing this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

May 13, 2022 EX-99.A

Item 7 Information

EX-99.A 2 ex-a.htm ITEM 7 INFORMATION EXHIBIT A The Schedule 13G to which this attachment is appended is filed by Qatar Investment Authority on behalf of itself and the following subsidiaries: Al-Rayyan Holding LLC

May 13, 2022 EX-99.B

CERTIFICATE OF INCUMBENCY

EXHIBIT B CERTIFICATE OF INCUMBENCY I, Ahmad Mohammed F Q Al-Khanji, Chief of Legal and General Counsel, of Qatar Investment Authority, established by Emiri Decision No 22 in 2005, with its registered office at, Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar, do hereby confirm that Andrew Watkins is the duly appointed Associate General Counsel, Compliance, an officer of the Qatar Investment Authority, and as such, is authorized to sign regulatory filings on behalf of the Qatar Investment Authority.

May 10, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 d321093dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) PepGen Inc. (Exact name of registrant as specified in its charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registrat

May 10, 2022 SC 13G

PEPG / PepGen Inc / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

May 10, 2022 S-8

As filed with the Securities and Exchange Commission on May 10, 2022

S-8 1 d321093ds8.htm S-8 As filed with the Securities and Exchange Commission on May 10, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 PEPGEN INC. (Exact name of registrant as specified in its charter) Delaware 85-3819886 (State or other jurisdiction of incorporation or organizatio

May 10, 2022 POS AM

As filed with the Securities and Exchange Commission on May 10, 2022.

POS AM 1 d309199dposam.htm POS AM As filed with the Securities and Exchange Commission on May 10, 2022. Registration No. 333–264335 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PepGen Inc. (Exact name of registrant as specified in its charter) Delaware 2834 85-3819886 (Stat

May 9, 2022 424B4

9,000,000 Shares Common Stock

424B4 1 d235586d424b4.htm 424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-264335 PROSPECTUS 9,000,000 Shares Common Stock This is PepGen Inc.’s initial public offering. We are selling 9,000,000 shares of our common stock. The initial public offering price is $12.00 per share. Prior to this offering, no public market has existed for the shares. Our common sto

May 4, 2022 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) PepGen Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be P

May 4, 2022 CORRESP

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CORRESP 1 filename1.htm Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 May 4, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, DC 20549 Attention: Tara Harkins Kevin Vaughn Jane Park Jeffrey Gabor Re: PepGen Inc. Amendment No 1 to Registration Statement on Form S-1 Fil

May 4, 2022 S-1/A

As filed with the Securities and Exchange Commission on May 4, 2022.

Table of Contents As filed with the Securities and Exchange Commission on May 4, 2022.

May 3, 2022 8-A12B

Form 8-A

8-A12B 1 d362030d8a12b.htm 8-A12B 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 PEPGEN INC. (Exact name of registrant as specified in its charter) Delaware 85-3819886 (State of incorporation or organization) (I.R.S. Employer Identification No.

May 3, 2022 CORRESP

PepGen Inc. 245 Main Street Cambridge, Massachusetts 02142

PepGen Inc. 245 Main Street Cambridge, Massachusetts 02142 May 3, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tara Harkins Kevin Vaughn Jane Park Jeffrey Gabor Re: PepGen Inc. Registration Statement on Form S-1, as amended (File No. 333-264335) Request for Acceleration of Effective Da

May 3, 2022 CORRESP

[Signature Page Follows]

CORRESP 1 filename1.htm May 3, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tara Harkins Kevin Vaughn Jane Park Jeffrey Gabor Re: PepGen Inc. Registration Statement on Form S-1, as amended (File No. 333-264335) Request for Acceleration of Effective Date Ladies and Gentlemen: In accorda

May 2, 2022 EX-FILING FEES

Calculation of Filing Fee Table

EX-FILING FEES 12 d235586dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) PepGen Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of

May 2, 2022 EX-10.2

2022 Stock Option and Incentive Plan, and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1, as amended (File No. 333-264335)).

Exhibit 10.2 PEPGEN INC. 2022 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the PepGen Inc. 2022 Stock Option and Incentive Plan (as amended from time to time, the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of PepGen Inc. (the ?Company?) and its Affiliates

May 2, 2022 CORRESP

***

CORRESP 1 filename1.htm Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 May 2, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, DC 20549 Attention: Tara Harkins Kevin Vaughn Jane Park Jeffrey Gabor Re: PepGen Inc. Draft Registration Statement on Form S-1 (File No. 333-2

May 2, 2022 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 SECTION 1. PepGen Inc. (a Delaware corporation) [ ? ] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [ ? ], 2022 PepGen Inc. (a Delaware corporation) [ ? ] Shares of Common Stock UNDERWRITING AGREEMENT [ ? ], 2022 BofA Securities, Inc. SVB Securities LLC Stifel, Nicolaus & Company, Incorporated as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Pa

May 2, 2022 EX-3.2

Form of Third Amended and Restated Certificate of Incorporation of Registrant, to be effective upon the closing of this offering

EX-3.2 3 d235586dex32.htm EX-3.2 Exhibit 3.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PEPGEN INC. PepGen Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is PepGen Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of

May 2, 2022 EX-4.2

Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-264335).

EX-4.2 5 d235586dex42.htm EX-4.2 Exhibit 4.2 Exhibit4.2 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN# |TRANS#COMMONSTOCKPARVALUE$.0001CertificateNumberZQ00000000PEPGEN INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARETHIS CERTIFIES THAT** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample

May 2, 2022 EX-10.5

Form of Indemnification Agreement between the Company and each of its directors and executive officers (Incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1, as amended (File No. 333-264335)).

EX-10.5 10 d235586dex105.htm EX-10.5 Exhibit 10.5 PEPGEN INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [Date] by and between PepGen Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnite

May 2, 2022 EX-3.4

Form of Amended and Restated Bylaws of Registrant, to be effective upon the closing of this offering

Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF PEPGEN INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States that is fixed by the Board of Directors, which time, date and place may subsequently

May 2, 2022 S-1/A

As filed with the Securities and Exchange Commission on May 2, 2022.

Table of Contents As filed with the Securities and Exchange Commission on May 2, 2022.

May 2, 2022 EX-10.4

Senior Executive Cash Incentive Bonus Plan (Incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1, as amended (File No. 333-264335)).

EX-10.4 9 d235586dex104.htm EX-10.4 Exhibit 10.4 PEPGEN INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of PepGen Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals

May 2, 2022 EX-10.3

2022 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1, as amended (File No. 333-264335)).

Exhibit 10.3 PEPGEN INC. 2022 EMPLOYEE STOCK PURCHASE PLAN The purpose of the PepGen Inc. 2022 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of PepGen Inc. (the ?Company?) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company?s common stock, par value $0.0001 per share (the ?Common Stock?). An aggregate of 226,00

April 22, 2022 CORRESP

CONFIDENTIAL TREATMENT REQUESTED BY PEPGEN INC.

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 CONFIDENTIAL TREATMENT REQUESTED BY PEPGEN INC. CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR W

April 15, 2022 S-1

Power of Attorney (included on signature page)

S-1 1 d235586ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on April 15, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 PEPGEN INC. (Exact name of registrant as specified in its charter) Delaware 2834 85-3819886 (State or other jurisdiction of in

April 15, 2022 EX-10.9

Employment Agreement, dated November 1, 2018, between Caroline Godfrey and the Registrant

Exhibit 10.9 CONTRACT OF EMPLOYMENT BETWEEN: EMPLOYER PepGen Limited, of King Charles House, Park End Street, Oxford, OX1 1JD (Company or we) EMPLOYEE Caroline Godfrey DATED 1st November 2018 This contract of employment contains a statement of the applicable terms of your employment as required by section 1 of the Employment Rights Act 1996. AGREED TERMS 1. INTERPRETATION The following definitions

April 15, 2022 EX-3.3

Bylaws of Registrant, as currently in effect

EX-3.3 3 d235586dex33.htm EX-3.3 Exhibit 3.3 BYLAWS OF PEPGEN INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1 Registered Office 1 1.2 Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Location 1 2.2 Timing 1 2.3 Notice of Meeting 1 2.4 Stockholders’ Records 1 2.5 Special Meetings 2 2.6 Notice of Meeting 2 2.7 Business Transacted at Special Meeting 2 2.8 Quorum; Meeti

April 15, 2022 EX-10.6

Employment Agreement, dated January 21, 2021, between James McArthur and the Registrant

EX-10.6 6 d235586dex106.htm EX-10.6 Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective January 21, 2021 (the “Effective Date”), by and between James McArthur PhD (the “Executive”) and PepGen Inc. (the “Company”). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal service

April 15, 2022 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) PepGen Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be P

April 15, 2022 EX-3.1

Second Amended and Restated Certificate of Incorporation of Registrant, as currently in effect

EX-3.1 2 d235586dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PEPGEN INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) PepGen 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 CER

April 15, 2022 EX-10.10

License of Technology, dated November 23, 2020, among Oxford University Limited, Medical Research Counsel as part of the United Kingdom Research and Innovation and PepGen Limited (Incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1, as amended (File No. 333-264335)).

Exhibit 10.10 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. DATED 23 November 2020 (1) OXFORD UNIVERSITY INNOVATION LIMITED and (2) PEPGEN LIMITED and (3) MEDICAL R

April 15, 2022 EX-21.1

Subsidiaries of Registrant (Incorporated by reference to Exhibit 21.1 to the Company's Registration Statement on Form S-1, as amended (File No. 333-264335)).

Exhibit 21.1 Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization PepGen Limited England and Wales PepGen Securities Corp. Massachusetts

April 15, 2022 EX-4.1

Amended and Restated Investors' Rights Agreement, dated July 30, 2021, among the Company and certain of its stockholders (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, as amended (File No. 333-264335)).

Exhibit 4.1 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of July 30, 2021, by and among PepGen Inc., a Delaware corporation (the ?Company?), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor?, and each of the stockholders listed on Schedule B here

April 15, 2022 EX-10.7

Employment Agreement, dated September 29, 2021, between Noel Donnelly and the Registrant

EX-10.7 7 d235586dex107.htm EX-10.7 Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on September 29, 2021 (the “Effective Date”), by and between Noel Donnelly (the “Employee”) and PepGen Inc. (the “Company”). Contingent upon the satisfactory completion of a background and reference check and satisfactory meetings with select members of the Company’s Bo

April 15, 2022 EX-10.8

Employment Agreement, dated September 17, 2021, between Jaya Goyal and the Registrant

Exhibit 10.8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on September 17, 2021 (the ?Effective Date?), by and between Jaya Goyal (the ?Employee?) and PepGen Inc. (the ?Company?). Contingent upon the satisfactory completion of a reference check, the Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee?s per

April 15, 2022 EX-10.11

Lease, dated December 1, 2021, between B9 LS Harrison & Washington LLC and the Company (Incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1, as amended (File No. 333-264335)).

Exhibit 10.11 LEASE by and between B9 LS HARRISON & WASHINGTON LLC, a Delaware limited liability company and PEPGEN, INC., a Delaware corporation Table of Contents 1. Lease of Premises 1 2. Basic Lease Provisions 1 3. Term 5 4. Possession and Commencement Date 5 5. Condition of Premises 8 6. Rentable Area 9 7. Rent 9 8. Rent Adjustments 10 9. Operating Expenses 11 10. Taxes on Tenant?s Property 16

April 15, 2022 EX-10.1

2020 Stock Plan, as amended, and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1, as amended (File No. 333-264335)).

Exhibit 10.1 PEPGEN INC. 2020 STOCK PLAN ADOPTED ON NOVEMBER 23, 2020 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE. 1 SECTION 2. ADMINISTRATION. 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY. 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN. 2 (a) Basic Limitation 2 (b) Additional Sha

April 8, 2022 DRSLTR

***

DRSLTR 1 filename1.htm April 8, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, DC 20549 Attention: Tara Harkins Kevin Vaughn Jane Park Jeffrey Gabor Re: PepGen Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted February 11, 2022 CIK No. 0001835597 Ladies and Gentlemen: This letter is

April 8, 2022 DRS/A

As confidentially submitted to the Securities and Exchange Commission on April 8, 2022 as Amendment No. 2 to the draft registration statement originally submitted on October 1, 2021. This Amendment No. 2 has not been publicly filed with the Securitie

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 8, 2022 as Amendment No. 2 to the draft registration statement originally submitted on October 1, 2021. This Amendment No. 2 has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333- UNITED STATES

February 11, 2022 EX-10.12

LEASE by and between B9 LS HARRISON & WASHINGTON LLC, a Delaware limited liability company PEPGEN, INC., a Delaware corporation

Exhibit 10.12 LEASE by and between B9 LS HARRISON & WASHINGTON LLC, a Delaware limited liability company and PEPGEN, INC., a Delaware corporation Table of Contents 1. Lease of Premises 1 2. Basic Lease Provisions 1 3. Term 5 4. Possession and Commencement Date 5 5. Condition of Premises 8 6. Rentable Area 9 7. Rent 9 8. Rent Adjustments 10 9. Operating Expenses 11 10. Taxes on Tenant?s Property 16

February 11, 2022 EX-10.1

PEPGEN INC. 2020 STOCK PLAN ADOPTED ON NOVEMBER 23, 2020

EX-10.1 5 filename5.htm Exhibit 10.1 PEPGEN INC. 2020 STOCK PLAN ADOPTED ON NOVEMBER 23, 2020 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE. 1 SECTION 2. ADMINISTRATION. 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY. 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN. 2 (a) Basic Limitat

February 11, 2022 DRS/A

As confidentially submitted to the Securities and Exchange Commission on February 11, 2022 as Amendment No. 1 to the draft registration statement submitted on October 1, 2021. This Amendment No. 1 has not been publicly filed with the Securities and E

Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 11, 2022 as Amendment No.

February 11, 2022 EX-10.11

DATED 23 November 2020 (1) OXFORD UNIVERSITY INNOVATION LIMITED (2) PEPGEN LIMITED (3) MEDICAL RESEARCH COUNCIL AS PART OF UNITED KINGDOM RESEARCH AND INNOVATION LICENCE OF TECHNOLOGY (OUI PROJECT Numbers [***]) (MRC PROJECT Numbers [***])

EX-10.11 10 filename10.htm Exhibit 10.11 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. DATED 23 November 2020 (1) OXFORD UNIVERSITY INNOVATION LIMITED and (2) PEPGE

February 11, 2022 EX-4.1

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.1 4 filename4.htm Exhibit 4.1 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 30, 2021, by and among PepGen Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders li

February 11, 2022 EX-10.10

CONTRACT OF EMPLOYMENT BETWEEN: EMPLOYER PepGen Limited, of King Charles House, Park End Street, Oxford, OX1 1JD (Company or we) EMPLOYEE Caroline Godfrey DATED 1st November 2018

EX-10.10 9 filename9.htm Exhibit 10.10 CONTRACT OF EMPLOYMENT BETWEEN: EMPLOYER PepGen Limited, of King Charles House, Park End Street, Oxford, OX1 1JD (Company or we) EMPLOYEE Caroline Godfrey DATED 1st November 2018 This contract of employment contains a statement of the applicable terms of your employment as required by section 1 of the Employment Rights Act 1996. AGREED TERMS 1. INTERPRETATION

February 11, 2022 EX-10.9

EMPLOYMENT AGREEMENT

EX-10.9 8 filename8.htm Exhibit 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on September 17, 2021 (the “Effective Date”), by and between Jaya Goyal (the “Employee”) and PepGen Inc. (the “Company”). Contingent upon the satisfactory completion of a reference check, the Company desires to employ the Employee and, in connection therewith, to compensate the Emp

February 11, 2022 EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PEPGEN INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 2 filename2.htm Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PEPGEN INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) PepGen 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: 1. T

February 11, 2022 EX-21.1

Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization PepGen Limited England and Wales PepGen Securities Corp. Massachusetts

EX-21.1 12 filename12.htm Exhibit 21.1 Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization PepGen Limited England and Wales PepGen Securities Corp. Massachusetts

February 11, 2022 DRSLTR

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DRSLTR 1 filename1.htm Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 February 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, DC 20549 Attention: Tara Harkins Kevin Vaughn Jane Park Jeffrey Gabor Re: PepGen Inc. Draft Registration Statement on Form S-1 Submitted

February 11, 2022 EX-3.3

BYLAWS OF PEPGEN INC. (A DELAWARE CORPORATION)

EX-3.3 3 filename3.htm Exhibit 3.3 BYLAWS OF PEPGEN INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1 Registered Office 1 1.2 Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Location 1 2.2 Timing 1 2.3 Notice of Meeting 1 2.4 Stockholders’ Records 1 2.5 Special Meetings 2 2.6 Notice of Meeting 2 2.7 Business Transacted at Special Meeting 2 2.8 Quorum; Meeting Adjourn

February 11, 2022 EX-10.7

EMPLOYMENT AGREEMENT

Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into effective January 21, 2021 (the ?Effective Date?), by and between James McArthur PhD (the ?Executive?) and PepGen Inc. (the ?Company?). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive?s personal services to the Company; and Executive wish

February 11, 2022 EX-10.8

EMPLOYMENT AGREEMENT

Exhibit 10.8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on September 29, 2021 (the ?Effective Date?), by and between Noel Donnelly (the ?Employee?) and PepGen Inc. (the ?Company?). Contingent upon the satisfactory completion of a background and reference check and satisfactory meetings with select members of the Company?s Board of Directors (the ?Board?), the

October 1, 2021 DRS

As confidentially submitted to the Securities and Exchange Commission on October 1, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on October 1, 2021.

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