SC 13G: Neurogene Inc.

AI Summary

SC 13G filing by Neurogene Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.000001 — ame of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securiti

Filing Documents

• neurogene13g.htm (SC 13G) — 47KB
• 0000935836-24-000214.txt ( ) — 48KB

Ownership

Item 4. Ownership. See Items 5-9 and 11 of the cover page for each Filer. The shares reported by the Filers in this Schedule 13G consist of 1,271,342 shares of Common Stock held by Qualified Fund and other private investment funds managed by EcoR1 and 589,648 shares of Common Stock issuable to those funds pursuant to pre-funded warrants issued by the Issuer, which warrants are subject to a 9.99% beneficial ownership limitation. The number of shares reported in this Schedule 13G reflects the number of shares owned by reporting persons as of the date of filing. The percentages reported in this Schedule 13G are based on 12,823,696 shares of Common Stock outstanding as of December 18, 2023, as reported in the Form 8-K filed by the Issuer on December 19, 2023.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. EcoR1 is the general partner and investment adviser of investment funds, including Qualified Fund. Mr. Nodelman is the control person of EcoR1.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certification

Item 10. Certification. Certification of EcoR1 and Mr. Nodelman: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Certification of Qualified Fund: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. 6 CUSIP No. 64135M105 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated:February 14, 2024 EcoR1 CAPITAL, LLC By: /s/ Oleg Nodelman Oleg Nodelman, Manager /s/ Oleg Nodelman Oleg Nodelman EcoR1 CAPITAL FUND QUALIFIED, L.P. By:EcoR1 Capital, LLC, General Partner By: /s/ Oleg Nodelman Oleg Nodelman, Manager 7 CUSIP No. 64135M105 EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D, Schedule 13G or Forms 3, 4 or 5 (and any amendments or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by

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