enGene Holdings Inc. 10-Q: Convertible Debentures & Capital Changes

TL;DR

enGene 10-Q shows changes in convertible debt derivatives and paid-in capital for Q3 2024.

AI Summary

enGene Holdings Inc. filed its 10-Q for the period ending July 31, 2024. The filing details changes in the fair value of convertible debentures embedded derivative liabilities, specifically mentioning the "May Two Zero Two Three Notes" and "Bdc Notes" as of July 31, 2023. It also reports on additional paid-in capital for common stock as of April 30, 2023, and April 30, 2024.

Why It Matters

This filing provides insight into the financial instruments and equity structure of enGene Holdings Inc., which can impact investor valuation and understanding of the company's financial health.

Risk Assessment

Risk Level: medium — The filing discusses financial instruments like convertible debentures and their embedded derivatives, which can introduce financial complexity and risk.

Key Numbers

• 20240731 — Reporting Period End Date (Indicates the end of the fiscal quarter reported on.)
• 2023-07-31 — Derivative Liability Measurement Date (Specific date for valuation of convertible debenture embedded derivative liabilities.)

Key Players & Entities

• enGene Holdings Inc. (company) — Filer of the 10-Q
• July 31, 2024 (date) — End of reporting period
• April 30, 2023 (date) — Date for Additional Paid-In Capital
• April 30, 2024 (date) — Date for Additional Paid-In Capital
• July 31, 2023 (date) — Date for Convertible Debentures Embedded Derivative Liabilities

FAQ

Key Financial Figures

• $11.50 — e Common Share, at an exercise price of $11.50 per share ENGNW The Nasdaq Stock Ma

Filing Documents

• engn-20240731.htm (10-Q) — 2196KB
• engn-ex10_3.htm (EX-10.3) — 138KB
• engn-ex10_4.htm (EX-10.4) — 84KB
• engn-ex10_5.htm (EX-10.5) — 63KB
• engn-ex31_1.htm (EX-31.1) — 19KB
• engn-ex31_2.htm (EX-31.2) — 19KB
• engn-ex32_1.htm (EX-32.1) — 10KB
• engn-ex32_2.htm (EX-32.2) — 10KB
• 0000950170-24-105180.txt ( ) — 10273KB
• engn-20240731.xsd (EX-101.SCH) — 1740KB
• engn-20240731_htm.xml (XML) — 1492KB

Financial Statements (Unaudited)

Financial Statements (Unaudited) 4 Condensed Consolidated Balance Sheets as of July 31, 2024 and October 31, 2023 4 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended July 31, 2024 and 2023 5 Condensed Consolidated Statements of Redeemable Convertible Preferred Shares and Shareholders' Deficit for the Three and Nine Months Ended July 31, 2024 and 2023 6 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2024 and 2023 7 Notes to the Condensed Consolidated Financial Statements 8 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 31 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 44 Item 4.

Controls and Procedures

Controls and Procedures 45 PART II. OTHER INFORMATION 47 Item 1.

Legal Proceedings

Legal Proceedings 47 Item 1A.

Risk Factors

Risk Factors 47 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48 Item 3. Omitted 48 Item 4. Omitted 48 Item 5. Other Information 48 Item 6. Exhibits 48

Signatures

Signatures 50 1 SPECIAL NOT E REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Quarterly Report on Form 10-Q may constitute "forward-looking statements" within the meaning of U.S. securities laws and "forward-looking information" within the meaning of Canadian securities laws (collectively, "forward-looking statements"). enGene's forward-looking statements include, but are not limited to, statements regarding enGene's management teams' expectations, hopes, beliefs, intentions, goals or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "appear," "approximate," "believe," "continue," "could," "estimate," "expect," "foresee," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "seek," "should," "would" and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about: the ability of enGene to recognize the anticipated benefits of the business combination between FEAC, the Company and Old enGene and related transactions ("Business Combination"), which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; enGene's financial performance following the Business Combination, including financial projections and business metrics and any underlying assumptions thereunder; the ability to maintain the listing of the Company's common shares ("Common Shares") and warrants to purchase Common Shares ("Warrants") on Nasdaq or another national securities exchange; enGene's success in recruiting and retainin

—FIN ANCIAL INFORMATION

PART I—FIN ANCIAL INFORMATION Ite m 1. Financial Statements. ENGENE HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA) (Unaudited) July 31, 2024 October 31, 2023 Assets Current assets: Cash and cash equivalents $ 257,678 $ 81,521 Restricted certificate of deposit 75 76 Investment tax credits receivable 241 2,343 Prepaid and other current assets 4,700 1,500 Total current assets 262,694 85,440 Property and equipment, net 1,014 589 Operating lease right of use asset 1,790 — Other assets 1,381 930 Total assets $ 266,879 $ 86,959 Liabilities, redeemable convertible preferred shares and shareholders' equity Current liabilities: Accounts payable $ 2,862 $ 1,156 Accrued expenses and other current liabilities 8,833 3,539 Operating lease liabilities, current 422 — Current portion of notes payable 1,341 562 Total current liabilities 13,458 5,257 Note payable, net of current portion 21,612 9,216 Operating lease liabilities, net of current portion 1,480 — Total liabilities 36,550 14,473 Shareholders' equity: Preferred shares, no par value; unlimited shares authorized, no shares issued and outstanding as of July 31, 2024 and October 31, 2023. — — Common shares, no par value; unlimited shares authorized, 44,215,577 and 23,197,976 shares issued and outstanding as of July 31, 2024 and October 31, 2023, respectively. 453,479 259,373 Additional paid-in capital 17,297 13,717 Accumulated other comprehensive loss ( 1,016 ) ( 1,016 ) Accumulated deficit ( 239,431 ) ( 199,588 ) Total shareholders' equity 230,329 72,486 Total liabilities, redeemable convertible preferred shares and shareholders' equity $ 266,879 $ 86,959 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 ENGENE HO

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