SC 13G: Neurogene Inc.
Ticker: NGNE · Form: SC 13G · Filed: Nov 14, 2024 · CIK: 1404644
Sentiment: neutral
Topics: sc-13g
AI Summary
SC 13G filing by Neurogene Inc..
Risk Assessment
Risk Level: low
Filing Stats: 1,263 words · 5 min read · ~4 pages · Grade level 8.1 · Accepted 2024-11-14 06:22:47
Key Financial Figures
- $0.000001 — me of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securitie
Filing Documents
- p24-3250sc13g.htm (SC 13G) — 59KB
- p24-3250exhibit99.htm (EX-99.1) — 4KB
- 0000902664-24-006490.txt ( ) — 65KB
(a)
Item 1(a). NAME OF ISSUER: The name of the issuer is Neurogene Inc. (the " Company ").
(b)
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: The Company's principal executive offices are located at 535 W 24th St., 5th Floor, New York, New York 10011.
(a)
Item 2(a). NAME OF PERSON FILING: This statement is filed by: (i) RTW Investments, LP (" RTW Investments "), a Delaware limited partnership, and the investment adviser to certain funds (the " RTW Funds "), with respect to the Shares (as defined in
(d) below) directly held by the RTW Funds; and
Item 2(d) below) directly held by the RTW Funds; and (ii) Roderick Wong, M.D. (" Dr. Wong "), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
(b)
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the business office of each of the Reporting Persons is 40 10 th Avenue, Floor 7, New York, New York 10014.
(c)
Item 2(c). CITIZENSHIP: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.000001 per share (the " Shares ").
(e)
Item 2(e). CUSIP NUMBER: 64135M105 CUSIP No. 64135M105 13G Page 5 of 7 Pages 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) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) ¨ Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) x Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Item 4. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth herein are calculated based upon 12,993,613 Shares outstanding as of August 5, 2024, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Securities and Exchange Commission on August 9, 2024. Item 5. Not applicable. CUSIP No. 64135M105 13G Page 6 of 7 Pages
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November 14, 2024 RTW INVESTMENTS, LP By: /s/ Roderick Wong, M.D. Name: Roderick Wong, M.D. Title: Managing Partner /s/ Roderick Wong, M.D. RODERICK WONG, M.D.