enGene (ENGN) signs Second Amendment to loan deal with Hercules

Rhea-AI Filing Summary

enGene Holdings Inc. filed a current report describing a communication about its debt arrangements. The company announced that it entered into a Second Amendment to its Amended and Restated Loan and Security Agreement with Hercules Capital, Inc. and other lenders. This amendment builds on the original agreement dated December 22, 2023 and a prior amendment dated December 18, 2024, together referred to as the Amended Loan Agreement.

The company issued a press release on January 20, 2026 explaining the updated loan terms, which is furnished as an exhibit to the report rather than filed. As an emerging growth company with common shares and warrants listed on Nasdaq, enGene is using this report primarily to provide investors with notice of the press release and the existence of the amended loan agreement.

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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 20, 2026

enGene Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia			001-41854	Not applicable
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4868 Rue Levy, Suite 220
Saint-Laurent, Quebec, Canada				H4R 2P1
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 514 332-4888

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		ENGN		The Nasdaq Stock Market LLC
Warrants, each exercisable for one Common Share, at an exercise price of $11.50 per Share		ENGNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 7.01. Regulation FD Disclosure.

On January 20, 2026, enGene Holdings Inc. (the “Company”) issued a press release announcing the Company has entered into a Second Amendment (the “Second Amendment”) to its Amended and Restated Loan and Security Agreement, dated December 22, 2023, by and among the Company and its subsidiaries, as borrower, Hercules Capital, Inc., as agent and lender, and the several banks and other financial institutions or entities from time to time parties thereto (the “Loan Agreement”, and as previously amended by a First Amendment to Amended and Restated Loan and Security Agreement, dated December 18, 2024 and by the Second Amendment, the “Amended Loan Agreement”). A copy of the press release describing the Amended Loan Agreement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibits
99.1		Press Release dated January 20, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ENGENE HOLDINGS INC.
Date:	January 21, 2026	By:	/s/ Ryan Daws
			Name: Ryan Daws Title: Chief Financial Officer

FAQ

What did enGene Holdings Inc. (ENGN) disclose in this 8-K?

enGene Holdings Inc. disclosed that it issued a press release announcing it entered into a Second Amendment to its Amended and Restated Loan and Security Agreement with Hercules Capital, Inc. and other lenders.

What agreement did enGene (ENGN) amend with Hercules Capital?

enGene amended its Amended and Restated Loan and Security Agreement dated December 22, 2023, previously modified by a First Amendment dated December 18, 2024, through a new Second Amendment.

How did enGene (ENGN) provide details about the amended loan agreement?

Details about the amended loan agreement are provided in a press release dated January 20, 2026, which is furnished as Exhibit 99.1 to the report under Regulation FD Disclosure.

Is the enGene (ENGN) press release about the loan amendment considered filed with the SEC?

The company states that the information in the Regulation FD Disclosure item, including Exhibit 99.1, is furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

What Nasdaq-listed securities does enGene (ENGN) have outstanding?

enGene lists its Common Shares under the symbol ENGN and its Warrants, each exercisable for one Common Share at an exercise price of $11.50 per share, under the symbol ENGNW on The Nasdaq Stock Market LLC.

Who signed the enGene (ENGN) 8-K related to the loan amendment?

The report was signed on behalf of enGene Holdings Inc. by Ryan Daws, the company’s Chief Financial Officer, dated January 21, 2026.