Neurogene Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Neurogene filed an 8-K on Nov 4th covering a big deal and stock sales.

AI Summary

On November 4, 2024, Neurogene Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and Regulation FD disclosures. Neurogene Inc. was formerly known as Neoleukin Therapeutics, Inc., Aquinox Pharmaceuticals, Inc., and Aquinox Pharmaceuticals (USA) Inc.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to deal terms and dilution.

Key Players & Entities

• Neurogene Inc. (company) — Registrant
• Neoleukin Therapeutics, Inc. (company) — Former company name
• Aquinox Pharmaceuticals, Inc. (company) — Former company name
• Aquinox Pharmaceuticals (USA) Inc (company) — Former company name
• November 4, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.000001 — ange on which registered Common Stock, $0.000001 par value NGNE The Nasdaq Global Market
• $50.00 — Common Stock "), at a purchase price of $50.00 per share and (ii) in lieu of shares of
• $0.0001 — rchase price less the exercise price of $0.0001 per Pre-Funded Warrant Share). Each Pre

Filing Documents

• ngne-20241104.htm (8-K) — 52KB
• ngne-2024pipeformofprexfun.htm (EX-4.1) — 112KB
• ngne-2024pipexsecuritiespu.htm (EX-10.1) — 306KB
• ngne-2024pipexformofregist.htm (EX-10.2) — 121KB
• november42024pressrelease.htm (EX-99.1) — 13KB
• image_0a.jpg (GRAPHIC) — 0KB
• prlogo.jpg (GRAPHIC) — 2KB
• 0001404644-24-000089.txt ( ) — 847KB
• ngne-20241104.xsd (EX-101.SCH) — 2KB
• ngne-20241104_lab.xml (EX-101.LAB) — 22KB
• ngne-20241104_pre.xml (EX-101.PRE) — 13KB
• ngne-20241104_htm.xml (XML) — 3KB

01 Entry Into a Material Agreement

Item 1.01 Entry Into a Material Agreement Securities Purchase Agreement On November 4, 2024, Neurogene Inc., a Delaware corporation (the " Company "), entered into a securities purchase agreement (the " Securities Purchase Agreement ") with certain institutional accredited investors named therein (each, a " Purchaser " and collectively, the " Purchasers "), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the " Private Placement ") (i) an aggregate of 1,835,000 shares (the "Shares") of the Company's common stock, par value $0.000001 per share (the " Common Stock "), at a purchase price of $50.00 per share and (ii) in lieu of shares of Common Stock to certain Purchasers, pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to an aggregate of 2,165,042 shares of Common Stock (the " Warrant Shares ") at a purchase price of $ 49.999 per Pre-Funded Warrant (representing the $ 50.00 per Share purchase price less the exercise price of $0.0001 per Pre-Funded Warrant Share). Each Pre-Funded Warrant has an exercise price of $0.0001 per Pre-Funded Warrant Share. The Pre-Funded Warrants are exercisable at any time after their original issuance and will expire when exercised in full. Funds affiliated with a U.S.-based healthcare focused investor, RTW Investments, Casdin Capital, EcoR1 Capital, Redmile Group, Great Point Partners, LLC, Commodore Capital and Samsara BioCapital participated in the Private Placement. The Pre-Funded Warrants to be issued in the Private Placement will provide that the holder of the Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% (or, upon election by such holder, 9.99% or an amount up to 19.99%) of the number of shares of the Company's Common Stock outstanding immediately after giving effect to such exercise (the " Beneficial Ownership Limitation "); p

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of the securities will be made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and/or Regulation D thereunder, and corresponding provisions of state securities or "blue sky" laws. The securities will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities will not involve a public offering and will be made without general solicitation or general advertising. The Purchasers represented that they are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that they are acquiring the securities for their own accounts and not with a view to or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On November 4, 2024, the Company made available a press release announcing the Private Placement. A copy of the press release is furnished as an exhibit to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current expectations and beliefs of the Company's management, as well as assumptions made by, and information currently available to, the Company's management, including, but not limited to, statements regarding: the expected timing of closing of the Private Placement financing, the completion of the Private Placement financing, the proceeds to the Company and any exercise of the Pre-Funded Warrants . Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," "on track," and other similar expressions or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are based on current beliefs and assumptions that are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence, which could cause actual results to differ materially from anticipated results and many of which are outside of the Company's control. Such risks, uncertainties and assumptions include, among other things: market conditions and the satisfaction of the customary closing conditions and other risks and uncertainties identified under the heading "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchan

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Form of Pre-Funded Warrant 10.1* Securities Purchase Agreement, dated November 4 , 2024, by and among the Company and each purchaser listed on the signature page thereto 10.2* Form of Registration Rights Agreement 99.1 Press Release dated November 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. Portions of this exhibit (indicated by "[***]") have been omitted in accordance with the rules of the Securities and Exchange Commission. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEUROGENE INC. Date: November 4, 2024 By: /s/ Christine Mikail Name: Christine Mikail Title: President, Chief Financial Officer

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View this 8-K filing on SEC EDGAR