Neurogene Inc. Files S-1 for Public Offering
Ticker: NGNE · Form: S-1 · Filed: Dec 2, 2024 · CIK: 1404644
Sentiment: neutral
Topics: ipo, s-1, biotech, gene-therapy
TL;DR
Neurogene Inc. is filing to go public, aiming to raise capital for its gene therapy pipeline.
AI Summary
Neurogene Inc. filed an S-1 form on December 2, 2024, to register its securities for a potential public offering. The company, formerly known as Neoleukin Therapeutics, Inc., is focused on developing gene therapies. The filing details its business operations, financial status, and risks associated with its pharmaceutical preparations business.
Why It Matters
This S-1 filing indicates Neurogene Inc.'s intention to go public, which could provide significant capital for its gene therapy research and development, potentially impacting the future of treatments for various diseases.
Risk Assessment
Risk Level: medium — As a pharmaceutical company in the development stage, Neurogene faces inherent risks related to clinical trials, regulatory approvals, and market adoption of its novel therapies.
Key Numbers
- 174 — Public Document Count (Indicates the comprehensive nature of the filing.)
- 333-283561 — SEC File Number (Unique identifier for the SEC filing.)
Key Players & Entities
- Neurogene Inc. (company) — Filer of the S-1 registration statement.
- Neoleukin Therapeutics, Inc. (company) — Former name of Neurogene Inc.
- 20241202 (date) — Date the S-1 filing was made.
- 2834 (industry_code) — Standard Industrial Classification for Pharmaceutical Preparations.
FAQ
What is the primary purpose of this S-1 filing for Neurogene Inc.?
The S-1 filing is a registration statement filed with the SEC to register securities for a potential public offering, allowing the company to raise capital from public investors.
When was the S-1 filing submitted?
The S-1 filing was submitted on December 2, 2024.
What was Neurogene Inc.'s former name?
Neurogene Inc. was formerly known as Neoleukin Therapeutics, Inc., with a name change occurring on August 12, 2019.
What industry does Neurogene Inc. operate in?
Neurogene Inc. operates in the Pharmaceutical Preparations industry, classified under SIC code 2834.
What is the company's business address?
Neurogene Inc.'s business address is 535 W 24th Street, 5th Floor, New York, NY 10011.
Filing Stats: 4,492 words · 18 min read · ~15 pages · Grade level 16.2 · Accepted 2024-12-02 17:27:18
Key Financial Figures
- $0.000001 — 0 shares of our common stock, par value $0.000001 per share ("Common Stock") and (ii) 2,1
- $24.57 — ted sale price for our Common Stock was $24.57 per share. An investment in our secur
- $50.00 — 00 shares of Common Stock at a price of $50.00 per share and, in lieu of shares of Com
- $49.999 — of Common Stock, at a purchase price of $49.999 per pre-funded warrant, to certain inst
- $0.001 — e until exercised in full at a price of $0.001 per share of common stock. The aggregat
- $200.0 million — ds to the Company totaled approximately $200.0 million. Net proceeds, net of commissions and o
- $189.5 million — es, are expected to total approximately $189.5 million. The sale of the shares of Common Stoc
Filing Documents
- ngne-20241202.htm (S-1) — 3605KB
- exhibit107-sx1.htm (EX-FILING FEES) — 27KB
- exhibit51-sx1.htm (EX-5.1) — 13KB
- exhibit231-sx1.htm (EX-23.1) — 3KB
- exhibit232-sx1.htm (EX-23.2) — 2KB
- exhibit511a.jpg (GRAPHIC) — 73KB
- ngne-20241202_g1.jpg (GRAPHIC) — 8KB
- ngne-20241202_g10.jpg (GRAPHIC) — 10KB
- ngne-20241202_g11.jpg (GRAPHIC) — 31KB
- ngne-20241202_g12.jpg (GRAPHIC) — 59KB
- ngne-20241202_g13.jpg (GRAPHIC) — 36KB
- ngne-20241202_g14.jpg (GRAPHIC) — 35KB
- ngne-20241202_g15.jpg (GRAPHIC) — 33KB
- ngne-20241202_g16.jpg (GRAPHIC) — 261KB
- ngne-20241202_g2.jpg (GRAPHIC) — 91KB
- ngne-20241202_g3.jpg (GRAPHIC) — 96KB
- ngne-20241202_g4.jpg (GRAPHIC) — 36KB
- ngne-20241202_g5.jpg (GRAPHIC) — 452KB
- ngne-20241202_g6.jpg (GRAPHIC) — 10KB
- ngne-20241202_g7.jpg (GRAPHIC) — 27KB
- ngne-20241202_g8.jpg (GRAPHIC) — 59KB
- ngne-20241202_g9.jpg (GRAPHIC) — 47KB
- 0001628280-24-049615.txt ( ) — 19340KB
- ngne-20241202.xsd (EX-101.SCH) — 102KB
- ngne-20241202_cal.xml (EX-101.CAL) — 117KB
- ngne-20241202_def.xml (EX-101.DEF) — 546KB
- ngne-20241202_lab.xml (EX-101.LAB) — 804KB
- ngne-20241202_pre.xml (EX-101.PRE) — 918KB
- ngne-20241202_htm.xml (XML) — 1956KB
Use of Proceeds
Use of Proceeds 59 Unaudited Pro Forma Financial Information 59 Management ' s Discussion and Analysis of Financial Condition and Results of Operations 64 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 86
Quantitative and Qualitative Disclosures About Market Risk
Quantitative and Qualitative Disclosures About Market Risk 87
Business
Business 87 Management 132 Executive C ompensation 137
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 152 Certain Relationships and Related Transactions 155 Selling Stockholders 157 Plan of D istribution 161 Description of C apital S tock 163 Legal M atter s 167 Experts 167 Where You Can Find More Information 167 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using a "shelf" registration process. Under this shelf registration process, from time to time, the Selling Stockholders may sell the securities described herein in one or more offerings as described in this prospectus. We have not authorized anyone to provide you with any information or to make any representation other than the information and representations contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We and the Selling Stockholders take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus (and in any supplement or amendment to this prospectus) or any related free writing prospectus, and the documents incorporated by reference herein and therein, are accurate only as of their respective dates, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. We urge you to read carefully this prospectus (as supplemented and amended) before deciding whether to invest in any of the shares of common stock being offered. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been fi