SC 13G/A: Neurogene Inc.

Ticker: NGNE · Form: SC 13G/A · Filed: Feb 14, 2024 · CIK: 1404644

Sentiment: neutral

Topics: sc-13g-a

AI Summary

SC 13G/A filing by Neurogene Inc..

Risk Assessment

Risk Level: low

Filing Stats: 2,264 words · 9 min read · ~8 pages · Grade level 7.3 · Accepted 2024-02-14 16:37:55

Key Financial Figures

Filing Documents

(a)Name of Issuer

Item 1. (a)Name of Issuer NEUROGENE INC.

(b)Address of Issuer’s Principal

Item 1. (b)Address of Issuer’s Principal Executive Offices Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, Washington 98102

(a)Names of Persons Filing

Item 2. (a)Names of Persons Filing: Great Point Partners, LLC Dr. Jeffrey R. Jay, M.D. Mr. Ortav Yehudai The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2024, a copy of which is filed with this SCHEDULE 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)Address

Item 2. (b)Address of Principal Business Office: The address of the principal business office of each of the Reporting Persons is 165 Mason Street, 3rd Floor Greenwich, CT 06830

(c)Citizenship

Item 2. (c)Citizenship: Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. Ortav Yehudai is a citizen of the United States.

(d)Title of Class of Securities

Item 2. (d)Title of Class of Securities Common Stock, par value $0.000001 per share (the “Common Stock”)

(e) CUSIP No

Item 2. (e) CUSIP No.: 64135M105 CUSIP No. 64135M105 SCHEDULE 13G/A Page 6 of 9 Pages

If

Item 3.If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: CUSIP No. 64135M105 SCHEDULE 13G/A Page 7 of 9 Pages Item 4.Ownership The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons and is incorporated herein by reference. The percentage set forth in Row (11) of the cover pages for the Reporting Persons are based on 12,823,696 shares of Common Stock outstanding as of December 18, 2023 after giving effect to the one-for-four reverse stock split that was effected on December 18, 2023 and the Merger as reported in Issuer’s Form 8-K filed with the Securities and Exchange Commission (“SEC”)

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