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| LEI | 529900A7VIY892SZVW73 |
| CIK | 1404644 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Neurogene Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. (Exa |
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| August 11, 2025 |
a202508ngnecorporatepre August 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| August 11, 2025 |
Neurogene Reports Second Quarter 2025 Financial Results and Highlights Recent Updates Announced design of Embolden™ registrational clinical trial of NGN-401 gene therapy for Rett syndrome; trial initiation activities underway Completed dosing in Phase 1/2 NGN-401 trial, and remains on track to report updated clinical efficacy and safety data in the second half of 2025 Cash runway into early 2028 NEW YORK – August 11, 2025 – Neurogene Inc. |
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| August 11, 2025 |
NEUROGENE INC. Shares of Common Stock ($0.000001 par value per share) SALES AGREEMENT August 11, 2025 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: Neurogene Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows: 1.Issuance and Sale of Shares. The Compa |
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| August 11, 2025 |
Neurogene Inc. Up to $150,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286057 PROSPECTUS SUPPLEMENT (To Prospectus dated April 4, 2025) Neurogene Inc. Up to $150,000,000 Common Stock We have entered into a sales agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”), dated August 11, 2025, relating to shares of our common stock, $0.000001 par value per share ("common sto |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 11, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Com |
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| June 30, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 30, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi |
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| June 30, 2025 |
Neurogene Announces Registrational Trial Design for Embolden™ Study of NGN-401 Gene Therapy for Rett Syndrome Written agreement from FDA for single-arm, open-label, baseline-controlled registrational trial evaluating composite primary endpoint of improvement in CGI-I and gain of developmental milestone/skill by video capture Written agreement from FDA to evaluate NGN-401 in females with Rett syndrome ages 3 years and older based on natural history study analysis Registrational trial initiation activities underway Phase 1/2 trial fully enrolled, with 5 participants dosed in 1H 2025, showing no evidence of HLH/hyperinflammatory syndrome at 1E15 vg dose Cash runway extended into early 2028 NEW YORK – June 30, 2025 – Neurogene Inc. |
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| June 30, 2025 |
June 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi |
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| June 12, 2025 |
Neurogene Inc. 2023 Equity Incentive Plan, as amended on June 12, 2025 Exhibit 10.1 NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN 1.Purpose The purpose of this Neurogene Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Neurogene Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The objec |
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| June 12, 2025 |
Neurogene Inc. 2023 Employee Stock Purchase Plan, as amended on June 12, 2025 NEUROGENE INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose The purpose of this Neurogene Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee stock purchase plan” under Section 423 o |
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| June 9, 2025 |
June 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| June 9, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 9, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commis |
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| May 9, 2025 |
orm of Option Grant and Option Award Agreement for Exhibit 10.2 Exh NEUROGENE INC. 2025 INDUCEMENT PLAN NEW HIRE EMPLOYEE GRANT NOTICE FOR NONQUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Neurogene Inc. (the “Company”), hereby grants to the Participant named below the Nonqualified Stock Option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. (Ex |
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| May 9, 2025 |
Neurogene Reports First Quarter 2025 Financial Results and Highlights Recent Updates On track to provide registrational trial plan update for NGN-401 gene therapy for Rett syndrome in the first half of 2025 Continues to plan to provide clinical data update from ongoing NGN-401 Phase 1/2 trial in the second half of 2025 Cash runway into the second half of 2027 NEW YORK – May 9, 2025 – Neurogene Inc. |
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| May 9, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commiss |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 25, 2025 |
a2025agmnotice UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| April 14, 2025 |
Amendment to Letter Agreement between Baker Bros. Advisors LP and Neurogene Inc. April 14, 2025 c/o Baker Bros. Advisors LP 860 Washington St. – 3rd Fl. New York, NY 10014 Re: Amendment to July 17, 2023 Letter Agreement Ladies and Gentlemen: This amendment to the Letter Agreement (as defined below) (this “Amendment”) memorializes the agreement and understanding among Baker Bros. Advisors LP and/or one or more of its Affiliates (each, an “Investor” and together, the “Investors” |
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| April 14, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 14, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm |
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| April 2, 2025 |
April 2, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Joshua Gorsky Re: Neurogene Inc. Registration Statement on Form S-3 (File No. 333-286057) Ladies and Gentlemen: Neurogene Inc. hereby respectfully requests that, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the effectiv |
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| April 1, 2025 |
Neurogene Inc. 4,000,042 Shares Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-283561 PROSPECTUS Neurogene Inc. 4,000,042 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of up to (i) 1,835,000 shares of our common stock, par value $0.000001 per share (“Common Stock”) and (i |
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| March 24, 2025 |
March 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| March 24, 2025 |
Calculation of Filing Fee Tables Form S-3 (Form Type) Neurogene Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form T |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-363 |
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| March 24, 2025 |
As filed with the Securities and Exchange Commission on March 24, 2025 As filed with the Securities and Exchange Commission on March 24, 2025 Registration No. |
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| March 24, 2025 |
Form of Option Grant Agreement and Option Grant Notice ( Exhibit 10.21 NON-EMPLOYEE DIRECTOR FORM NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN GRANT NOTICE FOR NONQUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Neurogene Inc. (the “Company”), hereby grants to the Participant named below the Nonqualified Stock Option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercis |
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| March 24, 2025 |
of Option Grant Agreement and Option Grant Notice Exhibit 10.20 Employee Form NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN GRANT NOTICE FOR INCENTIVE STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Neurogene Inc. (the “Company”), hereby grants to the Participant named below the Incentive Stock Option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per share, |
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| March 24, 2025 |
Neurogene Reports Fourth Quarter and Full Year 2024 Financial Results and Highlights Recent Updates Remains on track to provide regulatory update on registrational trial plans with NGN-401 for Rett syndrome in the first half of 2025 Continues to expect to share additional interim clinical data from NGN-401 Phase 1/2 trial in the second half of 2025 Received PRIME designation for NGN-401 from the European Medicines Agency Cash runway into the second half of 2027 NEW YORK – March 24, 2025 – Neurogene Inc. |
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| March 24, 2025 |
trading policies and procedures Exhibit 19.1 INSIDER TRADING POLICY dated March 13, 2024 I.INTRODUCTION Federal and state laws prohibit buying, selling, or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to others who trade. Tradi |
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| March 24, 2025 |
As filed with the Securities and Exchange Commission on March 24, 2025 Table of Contents As filed with the Securities and Exchange Commission on March 24, 2025 Registration No. |
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| March 24, 2025 |
ene 2025 Inducement Plan (Incorporated by reference to Exhibit 99.3 of the Registrant Exhibit 99.3 NEUROGENE INC. 2025 INDUCEMENT PLAN 1. Purpose The purpose of this Neurogene Inc. 2025 Inducement Plan (the “Plan”) is to promote and closely align the interests of new employees, including new officers, of Neurogene Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best av |
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| March 24, 2025 |
xecutive Employment Agreement with Julie J Exhibit 10.29 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of April 1, 2024 (the “Effective Date”), by and between Julie Jordan (“Executive”) and Neurogene Inc. (the “Company”). This Agreement supersedes in its entirety the offer letter dated as of December 22, 2023. WHEREAS, Executive is currently employed by the Company as its Chief Medi |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 24, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm |
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| March 24, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) NEUROGENE INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity(2) Common stock, par value $0. |
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| March 24, 2025 |
Exhibit 4.8 NEUROGENE INC. Debt Securities Indenture Dated as of , 202 [ ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 12.02 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 12.02 (d) 7.06 314(a) 4.03; |
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| March 24, 2025 |
Exhibit 10.22 NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, Neurogene Inc., a Delaware corporation (the “Company”), hereby grants to the Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the Neurogene Inc. 2023 Equity Incentive Plan (the “Plan”). Each RSU repres |
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| March 24, 2025 |
As filed with the Securities and Exchange Commission on March 24, 2025 As filed with the Securities and Exchange Commission on March 24, 2025 Registration No. |
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| February 14, 2025 |
EX-99 2 d11606484ex99-a.htm Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G Amendment No. 1 dated February 14, 2025 relating to the Common Stock, $0.000001 par value, of Neurogene Inc. shall be filed on behalf of the undersigned. CASDIN CAPITAL, LLC By: /s/ Eli Casdin Name: Eli Casdin Title: Managing Member CASDIN PARTNERS MASTER FUND, L.P. By: /s/ Eli Casdin Name: El |
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| January 13, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 13, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Co |
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| January 13, 2025 |
January 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| December 18, 2024 |
Neurogene Inc. 4,000,042 Shares Common Stock Offered by the Selling Stockholders Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-283561 PROSPECTUS SUPPLEMENT (To Prospectus dated December 16, 2024) Neurogene Inc. 4,000,042 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of up to (i) 1,835,000 shares of ou |
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| December 12, 2024 |
December 12, 2024 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 11, 2024 |
NGNE / Neurogene Inc. / COMMODORE CAPITAL LP Passive Investment SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Neurogene Inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 64135M105 (CUSIP Number) December 4, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| December 2, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Neurogene Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
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| December 2, 2024 |
As filed with the Securities and Exchange Commission on December 2, 2024 As filed with the Securities and Exchange Commission on December 2, 2024 Registration No. |
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| November 27, 2024 |
NGNE / Neurogene Inc. / Samsara BioCapital, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2429716d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neurogene Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M 10 5 (CUSIP Number) November 25, 2024 (Date of Event Which Requires Filing of this Statement) Ch |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C |
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| November 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C |
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| November 18, 2024 |
exclusive License Agreement between Neurogene Inc. and the Exhibit 10.1 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NONEXCLUSIVE LICENSE AGREEMENT This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having p |
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| November 18, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 18, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. |
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| November 18, 2024 |
Neurogene Provides Update on NGN-401 Gene Therapy Clinical Trial for Rett Syndrome Neurogene Provides Update on NGN-401 Gene Therapy Clinical Trial for Rett Syndrome NEW YORK – November 18, 2024 – Neurogene Inc. |
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| November 18, 2024 |
Neurogene Reports Third Quarter 2024 Financial Results and Highlights Recent Updates Announced positive interim clinical data with 1E15 vg dose of NGN-401 gene therapy trial for Rett syndrome Neurogene to advance NGN-401 at 1E15 vg dose Expects to provide an update on registrational trial design in first half of 2025 Strong cash position provides runway into the second half of 2027 NEW YORK – November 18, 2024 – Neurogene Inc. |
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| November 14, 2024 |
NGNE / Neurogene Inc. / GREAT POINT PARTNERS LLC Passive Investment SC 13G/A 1 greatpoint-ngne093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* NEUROGENE INC. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check th |
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| November 14, 2024 |
NGNE / Neurogene Inc. / RTW INVESTMENTS, LP - NEUROGENE INC. Passive Investment SC 13G 1 p24-3250sc13g.htm NEUROGENE INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M105 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriat |
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| November 14, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-3250exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a |
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| November 14, 2024 |
NGNE / Neurogene Inc. / Cormorant Asset Management, LP Passive Investment SC 13G/A 1 cormorant-ngne093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neurogene Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64135M105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40590 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| November 12, 2024 |
CONFIDENTIAL Interim Clinical Data from Phase 1/2 Trial Evaluating NGN-401 Gene Therapy for the Treatment of Rett Syndrome November 11, 2024 Disclaimer 2 Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C |
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| November 12, 2024 |
Neurogene Reports Positive Interim Efficacy Data from First Four Low-Dose Pediatric Participants in NGN-401 Gene Therapy Clinical Trial for Rett Syndrome All participants experienced a 2-point improvement in the clinician-rated Clinical Global Impression-Improvement (CGI-I) scale from baseline All participants improved in the caregiver-completed Rett Syndrome Behavior Questionnaire (RSBQ), ranging |
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| November 8, 2024 |
NGNE / Neurogene Inc. / Casdin Capital, LLC Passive Investment SC 13G 1 d1151588813-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 64135M105 (CUSIP Number) November 4, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 4, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Co |
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| November 4, 2024 |
Neurogene Announces Oversubscribed $200 Million Private Placement Financing included participation from top-tier healthcare funds Proceeds expected to fund Company into the second half of 2027 Company to host webcast to review interim clinical data from Phase 1/2 trial of NGN-401 gene therapy for Rett syndrome on November 11 at 4:30 p. |
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| November 4, 2024 |
, 2024, by and among the Company and each purchaser listed on the signature page thereto [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. |
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| November 4, 2024 |
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. |
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| November 4, 2024 |
Form of Registration Rights Agreement Confidential Final Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2024, is entered into by and among Neurogene Inc. |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 9, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm |
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| August 9, 2024 |
Neurogene Reports Second Quarter 2024 Financial Results and Highlights Recent Updates NGN-401 gene therapy for Rett syndrome received RMAT designation from FDA based on preliminary clinical evidence indicating the potential to address unmet medical needs NGN-401 selected for FDA START Program, also designed to accelerate development Interim NGN-401 efficacy data from Cohort 1 remains on track for 4Q:24 NEW YORK – August 9, 2024 – Neurogene Inc. |
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| August 9, 2024 |
August 2024 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. (Exa |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm |
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| August 7, 2024 |
Neurogene Announces RMAT Designation for NGN-401 Investigational Gene Therapy for Rett Syndrome Designation based on preliminary clinical evidence from ongoing NGN-401 clinical trial that shows potential to address unmet medical needs in Rett syndrome RMAT designation provides an opportunity for an Accelerated Approval pathway under the 21st Century Cures Act, and is in addition to NGN-401’s selection by the FDA for the START Pilot Program NEW YORK – August 7, 2024 – Neurogene Inc. |
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| June 21, 2024 |
June 2024 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| June 21, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 21, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi |
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| June 18, 2024 |
Neurogene Announces First Patient Dosed in High-Dose Cohort of NGN-401 Gene Therapy Clinical Trial for Rett Syndrome High-dose NGN-401 has been well-tolerated, and low-dose NGN-401 continues to show a favorable safety profile Interim safety data presented at the International Rett Syndrome Foundation (IRSF) ASCEND Summit NEW YORK – June 18, 2024 – Neurogene Inc. |
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| June 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi |
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| June 17, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi |
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| June 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commis |
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| June 3, 2024 |
Neurogene Announces NGN-401 Gene Therapy for Rett Syndrome Selected by FDA for START Pilot Program NGN-401 is one of only three CBER programs chosen by FDA NGN-401 was selected based on potential for clinical benefits and clinical development program readiness START Program provides sponsors enhanced communications with FDA to accelerate development of rare disease therapies NEW YORK – June 3, 2024 – Neurogene Inc. |
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| May 10, 2024 |
corpdeckmay24final May 2024 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| May 10, 2024 |
d with the Securities and Exchange Commission on May 10, 2024). Exhibit 10.3 AMENDED AND RESTATED CONSULTING AGREEMENT THIS AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”), made this 19th day of April 2024 is entered into by Neurogene Inc., a Nevada corporation (the “Company”) with offices at 535 West 24th Street, 5th Floor, New York, NY, 10011 and Stuart Cobb Consulting Ltd, a limited company registered at Office 8, Hardengreen Park, Eskbank, Midl |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. (Ex |
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| May 10, 2024 |
s Quarterly Report on Form 10-Q filed with t Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of April 1, 2024 (the “Effective Date”), by and between Christine Mikail Cvijic (“Executive”) and Neurogene Inc. (the “Company”). This Agreement supersedes in its entirety the employment letter dated as of September 1, 2019. WHEREAS, Executive is currently employed by the Company as |
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| May 10, 2024 |
Neurogene Reports First Quarter 2024 Financial Results and Highlights Recent Updates Presented favorable safety data from Phase 1/2 NGN-401 gene therapy trial for Rett syndrome at ASGCT Annual Meeting Received Australian HREC approval for NGN-401 trial Remains on track to provide interim NGN-401 efficacy data from Cohort 1 in 4Q:24 Strong balance sheet with cash runway into 2H:26 NEW YORK – May 10, 2024 – Neurogene Inc. |
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| May 10, 2024 |
024 (Incorporated by reference to Exhibit 10.1 to Registrant Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of April 1, 2024 (the “Effective Date”), by and between Rachel McMinn, PhD (“Executive”) and Neurogene Inc. (the “Company”). This Agreement supersedes in its entirety the employment letter dated as of January 7, 2019. WHEREAS, Executive is currently employed by the Company as its Ch |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 10, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commis |
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| May 7, 2024 |
Neurogene Presents Favorable Safety Data from Phase 1/2 Trial of NGN-401 Gene Therapy for Rett Syndrome during ASGCT Annual Meeting NGN-401 has been generally well-tolerated by first three patients dosed, with three to nine months of follow-up No signs or symptoms of overexpression toxicity, including in one patient with a mild variant predicted to result in residual MeCP2 expression Neurogene remains on track to provide interim efficacy data from the trial in 4Q:24 NEW YORK – May 7, 2024 – Neurogene Inc. |
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| May 7, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commiss |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 22, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm |
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| April 22, 2024 |
Neurogene Announces Upcoming Presentation of Safety Data from Phase 1/2 Trial of NGN-401 Gene Therapy for Rett Syndrome at ASGCT Meeting NGN-401 has been generally well-tolerated by three patients with multiple months of follow-up NEW YORK – April 22, 2024 – Neurogene Inc. |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 18, 2024 |
Exhibit 99.1 Neurogene Reports Fourth Quarter and Full Year 2023 Financial Results and Highlights Recent Updates Expanded Phase 1/2 gene therapy trial for Rett syndrome to inform future registrational study design; Company remains on track to share interim clinical data in 4Q:24 Strong financial position with runway into 2H:26 following reverse merger and private financing in December 2023 NEW YOR |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-363 |
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| March 18, 2024 |
Exhibit 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our capital stock is intended as a summary only and therefore is not a complete description of our capital stock. This description is based upon, and is qualified by reference to, our amended and restated certificate of incorporation (as amended, |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 18, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm |
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| March 18, 2024 |
Exhibit 97.1 NEUROGENE INC. COMPENSATION RECOUPMENT (CLAWBACK) POLICY Recoupment of Incentive-Based Compensation It is the policy of Neurogene Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities law |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 4, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 4, 2024 |
Exhibit 99.2 Corporate Presentation March 2024 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 expecta |
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| March 4, 2024 |
Exhibit 99.1 Neurogene Announces Expansion and Plans for More Rapid Patient Enrollment of Rett Syndrome Gene Therapy Clinical Trial Ongoing Phase 1/2 clinical trial for NGN-401 to include additional patients in Cohort 1 and a dose-escalation cohort Both previously planned updates are expected to provide a more robust dataset to inform future registrational trial design Removal of staggered dosing |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2024 NEUROGENE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36327 98-0542593 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| February 20, 2024 |
As filed with the Securities and Exchange Commission on February 20, 2024 As filed with the Securities and Exchange Commission on February 20, 2024 Registration No. |
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| February 20, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) NEUROGENE INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.000001 par va |
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| February 20, 2024 |
Exhibit 99.1 NEUROGENE INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better |
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| February 20, 2024 |
Exhibit 99.2 NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this Neurogene Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Neurogene Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The obje |
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| February 20, 2024 |
Exhibit 99.3 NEUROGENE INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The purpose of this Neurogene Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee stock purchase plan” under |
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| February 14, 2024 |
NGNE / Neurogene Inc. / EcoR1 Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M105 (CUSIP Number) December 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 14, 2024 |
NGNE / Neurogene Inc. / GREAT POINT PARTNERS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
NGNE / Neurogene Inc. / Samsara BioCapital, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M 10 5 (CUSIP Number) December 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2024 |
NGNE / Neurogene Inc. / Cormorant Asset Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64135M105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 14, 2024 |
NGNE / Neurogene Inc. / Redmile Group, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm245846d23sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) NEUROGENE inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t |
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| February 14, 2024 |
EX-99.1 2 tm245846d23ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.00000 |
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| February 14, 2024 |
EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund II, LP, Cormorant Private Healthcare GP II, LLC, Cormorant Private Healthcare Fund III, LP, Cormorant Private Healthcare GP III, LLC Cormorant Ass |
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| February 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neurogene Inc. (formerly known as Neoleukin Therapeutics, Inc.) (Name of Issuer) Common Stock, $0.000001 par value per share (Title of Class of Securities) 64049K104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a |
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| January 5, 2024 |
EX-99.1 Exhibit 99.1 Neurogene Announces Business Update and 2024 Outlook DSMB clears third pediatric patient for dosing in ongoing NGN-401 Phase 1/2 clinical trial for Rett syndrome; On track to dose third pediatric patient in early 1Q:24 CTA clearance obtained from UK MHRA for NGN-401 Ended 2023 in a strong financial position with approximately $200 million in cash and runway into 2H:26 NEW YORK |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2024 NEUROGENE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36327 98-0542593 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| January 5, 2024 |
EX-99.2 January 2024 Corporate Presentation Exhibit 99.2 Disclaimer Forward Looking Statements This communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These statements may discuss goals, intentions and expectations as to future plans, trends, ev |
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| December 27, 2023 |
NGNE / Neurogene Inc. / GREAT POINT PARTNERS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 22, 2023 |
US64049K2033 / Neoleukin Therapeutics, Inc. / Redmile Group, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm2333449d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) NEUROGENE inc. (f/k/a NEOLEUKIN THERAPEUTICS, INC.) (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 64135M105 (CUSIP Number) December 18, 2023 (Date of Event Which Requires Filing |
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| December 22, 2023 |
EX-99.1 2 tm2333449d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.00000 |
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| December 21, 2023 |
NGNE / Neurogene Inc. / McMinn Rachel - SC 13D Activist Investment SC 13D 1 d585841dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Neurogene Inc. (Name of Issuer) Common Stock, $0.000001 Par Value Per Share (Title of Class of Securities) 64135M105 (CUSIP Number) Christine Mikail, J.D. President and Chief Financial Officer Neurogene Inc. 535 W 24th Street, 5th Floor Ne |
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| December 20, 2023 |
NGNE / Neurogene Inc. / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 19, 2023 |
Exhibit 99.2 Neurogene Announces Closing of Merger with Neoleukin Therapeutics and Concurrent Private Placement of $95 million Neurogene focused on advancing Phase 1/2 trial for NGN-401, a differentiated clinical stage gene therapy to treat Rett syndrome using its EXACT technology; interim clinical data expected in 4Q24 Two patients successfully dosed with NGN-401, which has been well tolerated to |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 NEUROGENE INC. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation) (Commission File N |
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| December 19, 2023 |
s Current Report on Form 8-K filed with the Securities and Exchange Commission on Dec Exhibit 10.31 SECOND AMENDMENT TO THE CONSULTING AGREEMENT BETWEEN NEUROGENE INC. AND STUART COBB CONSULTING, LTD. THIS SECOND AMENDMENT TO THE CONSULTING AGREEMENT (the “Amendment”) is entered and made effective as of January 1, 2020 (the “Amendment Effective Date”), by and between Neurogene Inc., a Delaware corporation having a place of business at 535 West 24th Street, 5th Floor, New York, NY 1 |
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| December 19, 2023 |
Exhibit 99.3 Neurogene Inc. Condensed Balance Sheets (In Thousands, Except for Share Information) (Unaudited) September 30, 2023 December 31, 2022 Assets Current Assets: Cash and cash equivalents $ 45,563 $ 82,021 Prepaid expenses and other current assets 3,568 2,698 Total current assets 49,131 84,719 Deferred offering costs 3,056 — Property and equipment, net 17,863 20,115 Operating lease right-o |
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| December 19, 2023 |
Exhibit 10.33 FOURTH AMENDMENT TO THE CONSULTING AGREEMENT BETWEEN NEUROGENE INC. AND STUART COBB CONSULTING, LTD. THIS FOURTH AMENDMENT TO THE CONSULTING AGREEMENT (the “Amendment”) is entered and made effective as of January 1, 2023 (the “Amendment Effective Date”), by and between Neurogene Inc., a Delaware corporation having a place of business at 535 West 24th Street, 5th Floor, New York, NY 1 |
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| December 19, 2023 |
Code of Business Conduct and Ethics of Neurogene Inc. Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS (dated December 18, 2023) I. INTRODUCTION This Code of Business Conduct and Ethics (this “Code”) provides a general statement of the expectations of Neurogene Inc. (the “Company”) regarding the ethical standards to which each director, officer and employee should adhere while acting on behalf of the Company. You are expected to read and become famil |
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| December 19, 2023 |
Exhibit 10.29 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”), made this 12th day of December 2018 is entered into by Neurogene Inc., a Delaware corporation (the “Company”) with offices at 10A 551 w21 street, New York, NY, 10011 and Stuart Cobb Consulting Ltd, a limited company registered at Office 8, Hardengreen Park, Eskbank, Midlothian, Scotland EH22 3NX. (the “Consultant”). IN |
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| December 19, 2023 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEUROGENE INC. (a Delaware Corporation) Neurogene Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that: ONE: The current name of the Company is Neurogene Inc. The Company’s original Certificate of Incorporation was filed with the Secretary of State of the State of D |
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| December 19, 2023 |
Exhibit 10.19 AMENDMENT 1 TO MASTER RESEARCH COLLABORATION AGREEMENT This Amendment 1 dated as of the last date of signature of the Parties hereto (“Amendment 1”) is made between: THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH, a charitable body registered in Scotland under registration number SC005336, incorporated under the Universities (Scotland) Acts and having its main administrative off |
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| December 19, 2023 |
Exhibit 10.6 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2023, is entered into by and among Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), Equiniti Trust Company, LLC, a New York limited liability trust company, as the Rights Agent, and Donna Cochener as the Lease Representative. RECITALS WHEREAS, the |
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| December 19, 2023 |
Exhibit 10.20 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of by and between Neurogene Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company. RECITALS WHEREAS, the Board of Directors of the Com |
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| December 19, 2023 |
Inc. and Stuart Cobb Consulting Ltd. (Incorporated by reference to Exhibit 10.32 to Registrant Exhibit 10.32 THIRD AMENDMENT TO THE CONSULTING AGREEMENT BETWEEN NEUROGENE INC. AND STUART COBB CONSULTING, LTD. THIS THIRD AMENDMENT TO THE CONSULTING AGREEMENT (the “Amendment”) is entered and made effective as of April 1, 2022 (the “Amendment Effective Date”), by and between Neurogene Inc., a Delaware corporation having a place of business at 535 West 24th Street, 5th Floor, New York, NY 10011 |
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| December 19, 2023 |
Exhibit 10.26 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into as of December 17, 2023, between Neoleukin Therapeutics, Inc., a Delaware corporation, having its principal place of business at 188 East Blaine Steet, Suite 450, Seattle, WA 98102 (“Company”), and Donna Cochener, an individual whose address is [**] (“Consultant”), and shall be effective concurrently with th |
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| December 19, 2023 |
Employment Letter, dated January 7, 2019, by and between Neurogene Inc. and Rachel McMinn. Exhibit 10.28 NEUROGENE, Inc Suite 1002, 434 w33rd Street New York, NY 10001 January 7, 2019 Rachel McMinn, Ph.D. Re: Memorialization of Employment Terms Dear Rachel: As part of the Series A financing arrangements, I am writing to memorialize your employment terms and confirm your mutully agreed compensation and benefits to investors and the future board nominees. Neurogene, Inc (the “Company”), h |
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| December 19, 2023 |
Neurogene Inc. 2023 Employee Stock Purchase Plan. Exhibit 10.22 NEUROGENE INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The purpose of this Neurogene Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee stock purchase plan” unde |
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| December 19, 2023 |
Exhibit 10.27 September 1, 2019 Christine Mikail Cvijic Re: Employment Terms Dear Christine, Neurogene Inc. (the “Company”), is pleased to offer you full-time employment in the exempt position of President, effective as of September 3, 2019, in which you will be responsible for such duties as are normally associated with such position or as otherwise determined by the Chief Executive Officer or Bo |
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| December 19, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEOLEUKIN THERAPEUTICS, INC. NEOLEUKIN THERAPEUTICS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows: FIRST: The current name of the Company is Neoleukin Therapeutics, Inc. The Company’s original Certificate of Incorporation wa |
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| December 19, 2023 |
Consulting Ltd. (Incorporated by reference to Exhibit 10.30 to Registrant Exhibit 10.30 FIRST AMENDMENT TO THE CONSULTING AGREEMENT BETWEEN NEUROGENE INC. AND STUART COBB CONSULTING, LTD. THIS FIRST AMENDMENT TO THE CONSULTING AGREEMENT (the “Amendment”) is entered and made effective as of July 13, 2020 (the “Amendment Effective Date”), by and between Neurogene Inc., a Delaware corporation having a place of business at 535 West 24th Street, 5th Floor, New York, NY 10011 |
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| December 19, 2023 |
Form of Separation Agreement, by and between Neoleukin Therapeutics, Inc. and Sean Smith. Exhibit 10.24 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made and entered into by and between Sean Smith (“Employee”) and Neoleukin Therapeutics, Inc. (the “Company”). The parties agree as follows: 1. Separation Date. Employee acknowledges that the last date of Employee’s employment relationship with or service to the Company or any of its Affiliat |
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| December 19, 2023 |
Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF NEUROGENE INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Neurogene Inc., a Delaware corporation (the “Corporation”), shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). Sec |
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| December 19, 2023 |
NEUROGENE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.4 NEUROGENE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of Neurogene’s financial condition and results of operations together with the section entitled “Neurogene’s Business” and Neurogene’s audited financial statements, unaudited financial statements and the related notes appearing elsewhere |
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| December 19, 2023 |
Exhibit 10.23 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made and entered into by and between Donna Cochener (“Employee”) and Neoleukin Therapeutics, Inc. (the “Company”). The parties agree as follows: 1. Separation Date. Employee acknowledges that the last date of Employee’s employment relationship with or service to the Company or any of its Affi |
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| December 19, 2023 |
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.5 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 18, 2023, Neoleukin Therapeutics, Inc. (“Neoleukin”) consummated the previously announced reverse asset purchase pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated July 17, 2023, by and among Neoleukin, Project North Merger Sub, Inc. (“Merger Sub”), and Neurogene Inc |
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| December 19, 2023 |
Neurogene Inc. 2023 Equity Incentive Plan. Exhibit 10.21 NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this Neurogene Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Neurogene Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The obj |
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| December 19, 2023 |
Exhibit 99.1 Neurogene Doses First Patients in Phase 1/2 Trial of NGN-401 for the Treatment of Female Pediatric Patients with Rett Syndrome Two pediatric patients with Rett syndrome dosed in the United States with NGN-401, Neurogene’s lead gene therapy product candidate leveraging its proprietary EXACT gene regulation technology NGN-401 has been well-tolerated to date with no treatment-emergent or |
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| December 19, 2023 |
Exhibit 21.1 Subsidiaries of Neurogene Inc. Neurogene Inc., a Nevada corporation |
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| December 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 6, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or org |
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| December 6, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 6, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or or |
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| December 4, 2023 |
Exhibit 10.1 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December [●], 2023, is entered into by and among Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), Equiniti Trust Company, LLC, a New York limited liability trust company, as the Rights Agent, and Donna Cochener as the Lease Representative. RECITALS WHEREAS, the |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or or |
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| November 30, 2023 |
Filed by Neoleukin Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Neoleukin Therapeutics, Inc. Filer’s SEC File No.: 001-36327 Date: November 30, 2023 This filing relates to the proposed merger of Neurogene Inc., a Delaware corporation (“Neurogene”), with Project North Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neoleukin Therapeutics, Inc. |
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| November 8, 2023 |
Exhibit 10.31 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENCE AGREEMENT between THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH and NEUROGENE INC. University of Edinburgh Legal Services Old College South Bridge Edinburgh, E |
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| November 8, 2023 |
Consent of Leerink Partners LLC. Exhibit 99.10 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated July 17, 2023, to the Board of Directors of Neoleukin Therapeutics, Inc., included as Annex E to the proxy statement/prospectus which forms a part of Amendment No. 3 to the Registration Statement on Form S-4 of Neoleukin Therapeutics, Inc., to be filed on the date hereof, and to the references to |
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| November 8, 2023 |
401 Union street 5th Floor Seattle, WA 98101 206.389.4510 Fenwick.com November 8, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3628 Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller Re: Neoleukin Therapeutics, Inc. Amendment No. 2 to Registration Statement on Form S-4 |
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| November 8, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on November 8, 2023 Registration No. |
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| November 8, 2023 |
NEOLEUKIN THERAPEUTICS, INC. 188 East Blaine Street, Suite 450 Seattle, Washington 98102 November 8, 2023 VIA EDGAR – ACCELERATION REQUEST U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3628 Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller Re: Neoleukin Therapeutics, Inc. – Registrati |
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| October 18, 2023 |
401 Union Street 5th Floor Seattle, WA 98101 206.389.4510 Fenwick.com October 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3628 Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller Re: Neoleukin Therapeutics, Inc. Amendment No. 1 to Registration Statement on Form S-4 |
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| October 18, 2023 |
Consent of Leerink Partners LLC. Exhibit 99.11 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated July 17, 2023, to the Board of Directors of Neoleukin Therapeutics, Inc., included as Annex E to the proxy statement/prospectus which forms a part of Amendment No. 2 to the Registration Statement on Form S-4 of Neoleukin Therapeutics, Inc., to be filed on the date hereof, and to the references to |
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| October 18, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on October 18, 2023 Registration No. |
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| October 10, 2023 |
NLTX / Neoleukin Therapeutics Inc / BAKER BROS. ADVISORS LP - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 5, 2023 |
425 Filed by Neoleukin Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Neoleukin Therapeutics, Inc. Filer’s SEC File No.: 001-36327 Date: October 5, 2023 This filing relates to the proposed merger of Neurogene Inc., a Delaware corporation (“Neurogene”), with Project North Me |
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| September 28, 2023 |
Exhibit 99.10 Keith Woods c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby co |
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| September 28, 2023 |
EX-10.30 Exhibit 10.30 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OPTION AGREEMENT between The University Court of the University of Edinburgh and Neurogene Inc. Edinburgh Innovations Ltd Murchison House 10 Max Born Crescent Edinb |
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| September 28, 2023 |
Exhibit 10.35 LEASE AGREEMENT STELLA LINK INVESTMENTS, LTD. Landlord TO NEUROGENE INC. Tenant LEASE AGREEMENT INDEX ARTICLE TITLE ARTICLE I. BASIC LEASE PROVISIONS AND LIST OF EXHIBITS 2 ARTICLE II. LEASED PREMISES;TERM; CONSTRUCTION 4 ARTICLE III. RENT AND SECURITY DEPOSIT 6 ARTICLE IV. COMMON AREA 7 ARTICLE V. USE AND CARE OF PREMISES 9 ARTICLE VI. MAINTENANCE AND REPAIR OF PREMISES 11 ARTICLE V |
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| September 28, 2023 |
Consent of Leerink Partners LLC. Exhibit 99.11 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated July 17, 2023, to the Board of Directors of Neoleukin Therapeutics, Inc., included as Annex E to the proxy statement/prospectus which forms a part of Amendment No. 1 to the Registration Statement on Form S-4 of Neoleukin Therapeutics, Inc., to be filed on the date hereof, and to the references to |
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| September 28, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on September 28, 2023 Registration No. |
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| September 28, 2023 |
Exhibit 10.33 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NON-EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of September 30, 2020 (the “Effective Date”), by and between NEURO |
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| September 28, 2023 |
EX-10.34 Exhibit 10.34 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NON-EXCLUSIVE LICENSE AGREEMENT This Non-Exclusive License Agreement (“Agreement”) is entered by and between Sigma-Aldrich Co. LLC, 3050 Spruce Street, St. Louis, M |
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| September 28, 2023 |
el Hill and Neurogene Inc. (Incorporated by refere Exhibit 10.32 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT This exclusive license agreement (“Agreement”) is entered into this 16th day of May, 2019 (the “Effective Date”) between The University of North |
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| September 28, 2023 |
EX-10.29 Exhibit 10.29 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MASTER RESEARCH COLLABORATION AGREEMENT This Master Research Collaboration Agreement (“Agreement”) dated 4 December 2020 (the “Effective Date”) is entered into by a |
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| September 28, 2023 |
Exhibit 10.36 SUBLEASE BETWEEN GPB CAPITAL HOLDINGS, LLC SUBLANDLORD AND NEUROGENE INC. SUBTENANT Subleased Premises: Entire 5th Floor 535 West 24th Street New York, New York Table of Contents Article Page No. 1. Premises; Term 2 2. Annual Fixed Rent and Additional Rent 4 3. Furniture 6 4. Incorporation of Overlease 6 5. Condition of Premises 8 6. Services 9 7. Overlease 10 8. Subordination 11 9. |
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| September 28, 2023 |
September 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3628 Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller Re: Neoleukin Therapeutics, Inc. Registration Statement on Form S-4 Filed on August 21, 2023 File No. 333-274095 Ladies and Gentlemen: We are submitt |
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| September 28, 2023 |
Exhibit 10.31 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENCE AGREEMENT between THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH and NEUROGENE INC. University of Edinburgh Legal Services Old College South Bridge Edinburgh, E |
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| September 22, 2023 |
Neoleukin Therapeutics Announces 1-for-5 Reverse Stock Split Neoleukin Therapeutics Announces 1-for-5 Reverse Stock Split SEATTLE, Washington, September 22, 2023 – Neoleukin Therapeutics, Inc. |
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| September 22, 2023 |
CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEOLEUKIN THERAPEUTICS, INC. |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 22, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or o |
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| August 21, 2023 |
Exhibit 99.8 Robert Baffi c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby co |
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| August 21, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) NEOLEUKIN THERAPEUTICS, INC. |
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| August 21, 2023 |
Exhibit 99.5 Sarah Noonberg, MD, PhD c/o Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, Washington 98102 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). |
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| August 21, 2023 |
Exhibit 99.6 Cory Freedland c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby |
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| August 21, 2023 |
Exhibit 99.4 Rohan Palekar c/o Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, Washington 98102 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connec |
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| August 21, 2023 |
Consent of Leerink Partners LLC. Exhibit 99.10 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated July 17, 2023, to the Board of Directors of Neoleukin Therapeutics, Inc., included as Annex E to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 of Neoleukin Therapeutics, Inc., to be filed on the date hereof, and to the references to such opinion in su |
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| August 21, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on August 18, 2023 Registration No. |
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| August 21, 2023 |
Exhibit 99.7 Srdjan Stankovic c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereb |
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| August 21, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF NEOLEUKIN THERAPEUTICS, INC. Subsidiaries Incorporation None |
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| August 21, 2023 |
Exhibit 99.9 Rachel McMinn, Ph.D. c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I h |
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| August 17, 2023 |
NLTX / Neoleukin Therapeutics Inc / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neoleukin Therapeutics, Inc. |
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| July 27, 2023 |
Exhibit 99.4 Execution Version FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but |
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| July 27, 2023 |
NLTX / Neoleukin Therapeutics Inc / Redmile Group, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NEOLEUKIN THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 64049K104 (CUSIP Number) Redmile Group, LLC Attn: Jennifer Ciresi One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 (415) 489-9980 ( |
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| July 27, 2023 |
EX-99.1 2 tm2322134d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common stock, $0.00000 |
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| July 27, 2023 |
Lock-Up Agreement, dated July 17, 2023, by and among Neoleukin Therapeutics, Inc. and RAF, L.P. Exhibit 99.5 Execution Version LOCK-UP AGREEMENT July 17, 2023 Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, WA 98102 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of July 17, 20 |
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| July 27, 2023 |
EX-99.2 3 tm2322134d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 PARENT STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms us |
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| July 27, 2023 |
EX-99.3 4 tm2322134d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Execution Version FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of t |
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| July 27, 2023 |
EX-99.6 7 tm2322134d1ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Execution Version LOCK-UP AGREEMENT July 17, 2023 Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, WA 98102 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), has entered into an Agreemen |
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| July 19, 2023 |
Exhibit 99.2 Execution Version COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and Baker Bros. Advisors LP (“Advisor”), on behalf of itself and the persons listed on Appendix A hereto in t |
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| July 19, 2023 |
Exhibit 99.3 Execution Version LOCK-UP AGREEMENT July 17, 2023 Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, WA 98102 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”) and Neurogene Inc., a Delaware corporation (the “Company”), have entered i |
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| July 19, 2023 |
Exhibit 99.4 Execution Version LOCK-UP AGREEMENT July 17, 2023 Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, WA 98102 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”) and Neurogene Inc., a Delaware corporation (the “Company”), have entered i |
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| July 19, 2023 |
Exhibit 99.1 Execution Version PARENT STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and Baker Bros. Advisors LP (“Advisor”), on behalf of itself and the persons listed on Appendix A hereto in th |
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| July 19, 2023 |
NLTX / Neoleukin Therapeutics Inc / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| July 18, 2023 |
Form of Neoleukin Support Agreement EX-10.3 Exhibit 10.3 FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms used herein but not otherwise d |
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| July 18, 2023 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: NEOLEUKIN THERAPEUTICS, INC.; PROJECT NORTH MERGER SUB, INC.; and NEUROGENE INC. Dated as of July 17, 2023 Table of Contents Page Section 1. Definitions and Interpretative Provisions 2 1.1 Definitions 2 1.2 Other Definitional and Interpretative Provisions 14 Section 2. Description of Transaction 15 2.1 The Merger 15 2.2 Effects of the Merger 1 |
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| July 18, 2023 |
EX-10.5 Exhibit 10.5 July 17, 2023 c/o Baker Bros. Advisors LP 860 Washington St. – 3rd fl. New York, New York 10014 Re: Publicity, Board Nomination & Registration Rights Ladies and Gentlemen: Subject to and in consideration of an investment in Neurogene Inc., a Delaware corporation (“Neurogene”), by Baker Bros. Advisors LP and/or one or more of its Affiliates (as defined below) (each, an “Investo |
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| July 18, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 17, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or or |
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| July 18, 2023 |
425 Filed by Neoleukin Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Neoleukin Therapeutics, Inc. Filer’s SEC File No.: 001-36327 Date: July 18, 2023 This filing relates to the proposed merger of Neurogene Inc., a Delaware corporation (“Neurogene”), with Project North Merg |
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| July 18, 2023 |
Form of Contingent Value Rights Agreement EX-10.1 Exhibit 10.1 FORM OF CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of , 2023, is entered into by and among Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), [Rights Agent], as the Rights Agent, and [] as the Lease Representative. RECITALS WHEREAS, the Company, Project North Merger Sub, Inc., a Delaware corporation |
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| July 18, 2023 |
EX-10.4 Exhibit 10.4 FORM OF LOCK-UP AGREEMENT July 17, 2023 Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, WA 98102 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of July 17, 2023 |
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| July 18, 2023 |
EX-10.2 Exhibit 10.2 FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not other |
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| July 18, 2023 |
Investor Presentation, dated July 2023 EX-99.2 Exhibit 99.2 |
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| July 18, 2023 |
NEUROGENE AND NEOLEUKIN ANNOUNCE DEFINITIVE MERGER AGREEMENT EX-99.1 Exhibit 99.1 NEUROGENE AND NEOLEUKIN ANNOUNCE DEFINITIVE MERGER AGREEMENT • Proposed merger to create Nasdaq-listed biotech company focused on advancing Neurogene’s differentiated portfolio of genetic medicines for complex neurological diseases • Combined company is expected to have a cash balance of approximately $200 million at close, including approximately $95 million from concurrent p |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 17, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organi |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 8, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organiz |
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| May 8, 2023 |
ion Agreement dated March 6, 2023 and effective March 31, 2023 by and between Neoleukin Ther Exhibit 10.2 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made and entered into by and between Jonathan G. Drachman, MD (“Employee”) and Neoleukin Therapeutics, Inc. (the “Company”). The parties agree as follows: 1.Separation Date; Transition Period and Services. Employee acknowledges that the last date of Employee’s employment relationship with or s |
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| May 8, 2023 |
Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made and entered into by and between Priti Patel, M.D. (“Employee”) and Neoleukin Therapeutics, Inc. (the “Company”). The parties agree as follows: 1.Separation Date. Employee acknowledges that the last date of Employee’s employment relationship with or service to the Company or any of its Aff |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neoleukin Therapeutics, Inc. |
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| May 8, 2023 |
Exhibit 10.5 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of April 3, 2023, amends that certain Employment Agreement (the “Agreement”), dated as of August 3, 2022, by and between Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), and Sean Smith (the “Executive”). All capitalized terms not defined herein shall have the meanings assigne |
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| May 8, 2023 |
Exhibit 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of April 3, 2023, amends that certain Employment Agreement (the “Agreement”), dated as of March 4, 2022, by and between Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), and Donna Cochener (the “Executive”). All capitalized terms not defined herein shall have the meanings assi |
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| May 8, 2023 |
by and between Neoleukin Therapeutics, Inc. and Sean Smith. Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), made between Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), and Sean Smith (the “Executive” and, collectively with the Company, the “Parties”), is entered into as of August 3, 2022 (the “Effective Date”). Whereas, the Company desires to continue to employ Executive to provide s |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 3, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organi |
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| March 21, 2023 |
Exhibit 107 Calculation Of Filing Fee Tables Form S-8 (Form Type) Neoleukin Therapeutics, Inc. |
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| March 21, 2023 |
As filed with the U.S. Securities and Exchange Commission on March 20, 2023 As filed with the U.S. Securities and Exchange Commission on March 20, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOLEUKIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 98-0542593 (State or other jurisdiction of incorporation or organization |
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| March 20, 2023 |
List of subsidiaries of the Registrant Exhibit 21.1 LIST OF SUBSIDIARIES OF NEOLEUKIN THERAPEUTICS, INC. Subsidiaries Incorporation None |
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| March 20, 2023 |
Exhibit 10.19 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), made between Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), and Donna Cochener (the “Executive” and, collectively with the Company, the “Parties”), is entered into as of March 4, 2022, to be effective as of the Effective Date (as defined below). Whereas, the Company desires to |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36 |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 6, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organi |
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| March 8, 2023 |
EX-99.1 2 ex-991xpressreleaseofneole.htm EX-99.1 EX-99.1 Neoleukin Therapeutics Provides Strategic Update and Announces Restructuring and Leadership Transition SEATTLE, Washington, March 8, 2023 – Neoleukin Therapeutics, Inc., “Neoleukin” (NASDAQ:NLTX), a biopharmaceutical company utilizing sophisticated computational methods to design de novo protein therapeutics, today announced that it has enga |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 8, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organi |
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| February 14, 2023 |
EX-99.1 2 tm236041d8ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.000001 |
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| February 14, 2023 |
NLTX / Neoleukin Therapeutics Inc / Redmile Group, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm236041d8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Neoleukin therapeutics, inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 64049K104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec |
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| February 3, 2023 |
NLTX / Neoleukin Therapeutics Inc / PICTET ASSET MANAGEMENT SA - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neoleukin Therapeutics Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 64049K104 (CUSIP Number) 12/31/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| January 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2022 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or |
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| January 23, 2023 |
NEOLEUKIN THERAPEUTICS, INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on November 30, 2022 NEOLEUKIN THERAPEUTICS, INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quor |
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| January 19, 2023 |
NLTX / Neoleukin Therapeutics Inc / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G/A 1 NLTXSC13GA12023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) NEOLEUKIN THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.000001 PER SHARE (Title of Class of Securities) 64049K104 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Chec |
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| December 30, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neoleukin Therapeutics, Inc. (Name of Issuer) Common Stock, $0.000001 par value per share (Title of Class of Securities) 64049K104 (CUSIP Number) December 20, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| November 30, 2022 |
Exhibit 3.1 NEOLEUKIN THERAPEUTICS, INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on November 30, 2022 NEOLEUKIN THERAPEUTICS, INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Secti |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2022 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or or |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2022 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or or |
