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enGene Announces Oversubscribed $200 Million Private Placement Financing

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enGene Holdings Inc. announces a private placement of 20 million common shares at $10.00 per share, with gross proceeds of $200 million, to fund the development of genetic medicine therapeutic candidate EG-70 for BCG-unresponsive NMIBC and other R&D programs until 2027.
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The recent capital raise by enGene Holdings Inc. through a private placement of common shares at a significant premium indicates strong investor confidence in the company's prospects. The premium of 31% over the closing price suggests a robust demand for enGene's shares, which could be attributed to the potential of its lead program, EG-70. The infusion of $200 million in capital is a substantial amount that will likely bolster the company's balance sheet, providing the financial flexibility to pursue strategic initiatives without the immediate need for further financing.

Investors and analysts will be closely monitoring the deployment of these funds, particularly towards the development of EG-70. The success of this program could be a pivotal factor in the company's growth trajectory and its ability to capture market share in the genetic medicines space. The extended runway into 2027 reduces the financial risk and provides a longer horizon for the company to achieve its milestones without the pressure of short-term funding needs.

EG-70's progression into a pivotal study for BCG-unresponsive NMIBC represents a significant step forward in enGene's clinical development pipeline. Non-muscle invasive bladder cancer is a condition with a high recurrence rate and BCG-unresponsive patients have limited treatment options, highlighting the unmet medical need. The ability of enGene to secure funding at this stage underscores the therapeutic potential of EG-70 and the market's recognition of the value that such treatments can bring to patients.

As a genetic medicine therapeutic candidate, EG-70's success in clinical trials could pave the way for further innovation in the field. This would not only benefit patients but could also lead to a reevaluation of enGene's market position and valuation, given the high stakes associated with novel treatments in oncology.

The participation of a diverse group of new and existing investors, including well-known investment firms, in enGene's financing round signals a broader market interest in genetic medicine and oncology. This could be indicative of a trend where investors are increasingly willing to support biotechnology companies with promising pipelines in specialized therapeutic areas. The involvement of these investors may also lend credibility to enGene, potentially attracting further attention from institutional investors and analysts.

Furthermore, the company's strategic move to secure funding well into 2027 suggests foresight in capital management. By locking in funding ahead of time, enGene mitigates the risk of market volatility and unfavorable financing conditions in the future. This could position the company favorably against competitors who may face capital constraints, especially in a market where the cost of capital can fluctuate significantly.

Financing included participation from new and existing investors

Pro forma cash and cash equivalents expected to fund current operating plan into 2027

BOSTON and MONTREAL, Feb. 14, 2024 /PRNewswire/ - enGene Holdings Inc. (Nasdaq: ENGN or "enGene" or the "Company"), a clinical-stage genetic medicines company whose non-viral lead program EG-70 is in a pivotal study for BCG-unresponsive non-muscle invasive bladder cancer (NMIBC), today announced that it has agreed to sell 20 million of its common shares at a price per share of $10.00, representing a 31% premium over the closing price on February 13, 2024. The financing is expected to close on February 16, 2024, subject to customary closing conditions. enGene anticipates the gross proceeds from the private placement to be $200 million, before deducting any offering-related expenses.

The financing included participation from new and existing investors, including Adage Capital Partners, LP, Blue Owl Healthcare Opportunities, Boxer Capital, Commodore Capital, Cormorant Asset Management, Deep Track Capital, an affiliate of Deerfield Management Company, Foresite Capital, Janus Henderson Investors, Logos Capital, Lumira Ventures, Marshall Wace, Perceptive Advisors, Soleus Capital, Surveyor Capital (a Citadel company), Venrock Healthcare Capital Partners, and a large investment management firm.

enGene intends to use the proceeds from this financing to fund the continued development of EG-70, the Company's genetic medicine therapeutic candidate being evaluated in an ongoing pivotal study for BCG-unresponsive NMIBC, evaluation of expanded EG-70 development opportunities, potential new R&D programs and for working capital and general corporate purposes. The proceeds from this financing, combined with current cash and cash equivalents are expected to be sufficient to fund the current operating plan into 2027.

Leerink Partners, Guggenheim Securities and Wells Fargo Securities are acting as placement agents on the offering.

The securities described above have not been registered under the Securities Act of 1933, as amended. Accordingly, these securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. enGene has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") registering the resale of the common shares issued in this private placement. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About enGene

enGene is a late-stage biotechnology company mainstreaming genetic medicines through the delivery of therapeutics to mucosal tissues and other organs, whose lead program EG-70 is being evaluated in an ongoing pivotal study for patients with non-muscle invasive bladder cancer (NMIBC) with carcinoma in situ (Cis) who are unresponsive or naïve to treatment with Bacillus Calmette-Guérin (BCG). EG-70 was developed using enGene's proprietary Dually Derivatized Oligochitosan (DDX) platform, which enables penetration of mucosal tissues and delivery of a wide range of sizes and types of cargo, including DNA and various forms of RNA. enGene became a publicly traded company effective November 1, 2023, upon the completion of a business combination with Forbion European Acquisition Corporation, a special purpose acquisition company.

Forward-Looking Statements

Some of the statements contained in this press release may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and "forward-looking information" within the meaning of Canadian securities laws (collectively, "forward-looking statements"). enGene's forward-looking statements include, but are not limited to, statements regarding enGene's expectations, hopes, beliefs, intentions, goals, strategies, forecasts and projections. The words "anticipate", "appear", "approximate", "believe", "continue", "could", "estimate", "expect", "foresee", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would", and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: the timing and expectation of the closing of the private placement; the satisfaction of customary closing conditions related to the private placement and the anticipated use of proceeds therefrom; and the period over which enGene estimates the proceeds from the private placement, combined with its existing cash and cash equivalents, will be sufficient to fund its current operating plan.

Many factors, risks, uncertainties and assumptions could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the Company's ability to recruit and retain qualified scientific and management personnel; establish clinical trial sites and enroll patients in its clinical trials; execute on the Company's clinical development plans and ability to secure regulatory approval on anticipated timelines; and other risks and uncertainties detailed in filings with Canadian securities regulators on SEDAR+ and with the U.S. Securities and Exchange Commission ("SEC") on EDGAR, including those described in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2023 (copies of which may be obtained at www.sedarplus.ca or www.sec.gov).

You should not place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. enGene anticipates that subsequent events and developments will cause enGene's assessments to change. While enGene may elect to update these forward-looking statements at some point in the future, enGene specifically disclaims any obligation to do so, unless required by applicable law. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.

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SOURCE enGene

FAQ

What is the purpose of enGene Holdings Inc.'s private placement of 20 million common shares?

The purpose of the private placement is to fund the continued development of genetic medicine therapeutic candidate EG-70 for BCG-unresponsive NMIBC, evaluation of expanded EG-70 development opportunities, potential new R&D programs, and for working capital and general corporate purposes.

What is the price per share for the 20 million common shares in enGene Holdings Inc.'s private placement?

The price per share for the common shares is $10.00, representing a 31% premium over the closing price on February 13, 2024.

Which investors participated in enGene Holdings Inc.'s financing?

New and existing investors, including Adage Capital Partners, LP, Blue Owl Healthcare Opportunities, Boxer Capital, Commodore Capital, Cormorant Asset Management, Deep Track Capital, Foresite Capital, Janus Henderson Investors, Logos Capital, Lumira Ventures, Marshall Wace, Perceptive Advisors, Soleus Capital, Surveyor Capital (a Citadel company), Venrock Healthcare Capital Partners, and a large investment management firm participated in the financing.

What is the expected gross proceeds from enGene Holdings Inc.'s private placement?

The expected gross proceeds from the private placement are $200 million, before deducting any offering-related expenses.

Until when is enGene Holdings Inc.'s current operating plan expected to be funded?

The current operating plan is expected to be funded into 2027 with the combined proceeds from this financing and current cash and cash equivalents.

enGene Holdings Inc.

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