Neurogene Inc.

07/02/2026 | Press release | Distributed by Public on 07/02/2026 04:03

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement
On June 30, 2026, Neurogene Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated, and Guggenheim Securities, LLC, as representatives of the underwriters named therein (the "Underwriters"), to issue and sell 3,500,000 shares of the Company's common stock at a public offering price of $30.00 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to 666,666 shares of the Company's common stock (the "Pre-Funded Warrants") at a public offering price of $29.999999 per Pre-Funded Warrant, which represents the per share public offering price for the common stock less the $0.000001 per share exercise price for each Pre-Funded Warrant (the "Offering"). In addition, the Company has granted the Underwriters an option (the "Option") for a period of 30 days to purchase up to an additional 624,999 shares of its common stock at the public offering price, less the underwriting discounts and commissions, which the Underwriters exercised in full on July 1, 2026.
The Pre-Funded Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%, as applicable, of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days' prior notice to the Company.
The net proceeds from the Offering, including proceeds from the exercise in full of the Option by the Underwriters, are expected to be approximately $134.8 million, after deducting the Underwriters' discounts and commissions and estimated offering expenses.
The securities described above were offered pursuant to a shelf registration statement (File No. 333-286057), which became effective on April 4, 2025. A final prospectus supplement dated June 30, 2026 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission on July 1, 2026. The Offering is expected to close on July 2, 2026.
In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriters may be required to make because of such liabilities.
A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the shares of the common stock and the Pre-Funded Warrants in the Offering is filed herewith as Exhibit 5.1.
Item 8.01 Other Events
The Company believes that the net proceeds from the Offering, together with its existing cash and cash equivalents, will be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements into the first quarter of 2029.
Neurogene Inc. published this content on July 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 02, 2026 at 10:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]