Perceptive Advisors (NASDAQ: ENGN) discloses 9.99% beneficial stake with warrant cap

Rhea-AI Filing Summary

Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. report beneficial ownership of enGene Holdings Inc. common shares. Based on 66,989,466 Common Shares outstanding as of June 9, 2026, each Reporting Person is deemed to beneficially own 6,899,803 Common Shares, or 9.99% of the class. The Master Fund directly holds 4,822,169 Common Shares and 2,735,295 Pre-Funded Warrants exercisable at $0.0001 per share, but a 9.99% Beneficial Ownership Limitation currently allows exercise for only 2,077,634 Common Shares; the remaining warrants are treated as not exercisable for reporting purposes. Voting and dispositive power over these securities is shared among the Reporting Persons.

Key Figures

Shares outstanding: 66,989,466 Common Shares Beneficial ownership: 6,899,803 Common Shares Ownership percentage: 9.99% +4 more

7 metrics

Shares outstanding 66,989,466 Common Shares Common Shares outstanding as of June 9, 2026

Beneficial ownership 6,899,803 Common Shares Beneficially owned by each Reporting Person

Ownership percentage 9.99% Percent of enGene Common Shares owned by each Reporting Person

Direct common shares held 4,822,169 Common Shares Common Shares directly held by the Master Fund

Total pre-funded warrants 2,735,295 Pre-Funded Warrants Pre-Funded Warrants held by the Master Fund

Currently exercisable warrants 2,077,634 Common Shares Common Shares issuable on exercise within the Beneficial Ownership Limitation

Warrant exercise price $0.0001 per share Exercise price of the Pre-Funded Warrants for Common Shares

Key Terms

Pre-Funded Warrants, Beneficial Ownership Limitation, beneficially own, shared dispositive power, +1 more

5 terms

Pre-Funded Warrants financial

"The Master Fund directly holds 4,822,169 Common Shares and 2,735,295 Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Beneficial Ownership Limitation regulatory

"subject to the Beneficial Ownership Limitation (as defined below)"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

beneficially own regulatory

"the Reporting Persons would beneficially own, as determined in accordance with Section 13(d)"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

shared dispositive power financial

"Shared Dispositive Power 6,899,803.00"

shared voting power financial

"Shared Voting Power 6,899,803.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

FAQ

What percentage of enGene Holdings Inc. (ENGN) does Perceptive Advisors report owning?

Perceptive Advisors, Joseph Edelman, and the Master Fund each report beneficial ownership of 9.99% of enGene’s Common Shares. This is based on 66,989,466 shares outstanding as of June 9, 2026, including certain exercisable Pre-Funded Warrants.

How many enGene (ENGN) shares are beneficially owned by the Perceptive entities?

The Reporting Persons disclose beneficial ownership of 6,899,803 Common Shares of enGene. This total includes directly held shares and Pre-Funded Warrants that are currently exercisable within the 9.99% Beneficial Ownership Limitation.

What enGene (ENGN) securities does Perceptive Life Sciences Master Fund directly hold?

The Master Fund directly holds 4,822,169 Common Shares and 2,735,295 Pre-Funded Warrants of enGene. The warrants are immediately exercisable for Common Shares at an exercise price of $0.0001 per share, subject to the Beneficial Ownership Limitation.

How does the 9.99% Beneficial Ownership Limitation affect Perceptive’s ENGN warrants?

The Beneficial Ownership Limitation restricts the Reporting Persons from exceeding 9.99% ownership after warrant exercise. As of this report, it permits exercise of Pre-Funded Warrants for up to 2,077,634 Common Shares, with remaining warrants assumed not exercisable for reporting.

Who has voting and dispositive power over the reported enGene (ENGN) shares?

Perceptive Advisors, Joseph Edelman, and the Master Fund each report 0 sole voting or dispositive power and 6,899,803 shared voting and shared dispositive power. Perceptive Advisors manages the Master Fund, and Joseph Edelman is Perceptive Advisors’ managing member.

What share count did enGene (ENGN) report outstanding for this ownership calculation?

The ownership percentages are calculated using 66,989,466 Common Shares outstanding as of June 9, 2026. This figure comes from enGene’s Quarterly Report on Form 10-Q filed on June 15, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 05:19 PM Accepted by SEC EDGAR 08/14/2026 - 05:19 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

enGene Holdings Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

29286M105

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 29286M105

1

Names of Reporting Persons

Perceptive Advisors LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,899,803.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,899,803.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,899,803.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 29286M105

1

Names of Reporting Persons

Joseph Edelman

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,899,803.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,899,803.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,899,803.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 29286M105

1

Names of Reporting Persons

Perceptive Life Sciences Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,899,803.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,899,803.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,899,803.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: enGene Holdings Inc.
(b)	Address of issuer's principal executive offices: 4868 Rue Levy, Suite 220 Saint-Laurent, QC, Canada H4R 2P1
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Shares (the "Common Shares") of enGene Holdings Inc. (the "Issuer") are: Perceptive Advisors LLC ("Perceptive Advisors") Joseph Edelman ("Mr. Edelman") Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is: 51 Astor Place, 10th Floor New York, NY 10003
(c)	Citizenship: Perceptive Advisors is a Delaware limited liability company Mr. Edelman is a United States citizen The Master Fund is a Cayman Islands corporation
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 29286M105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 66,989,466 Common Shares outstanding as of June 9, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 15, 2026, and assume the exercise of pre-funded warrants (the "Pre-Funded Warrants") held by the Reporting Persons for 2,077,634 Common Shares. Neither Perceptive Advisors nor Mr. Edelman directly holds any Common Shares or Pre-Funded Warrants. The Master Fund directly holds 4,822,169 Common Shares and 2,735,295 Pre-Funded Warrants immediately exercisable for Common Shares at an exercise price of $0.0001 per share, subject to the Beneficial Ownership Limitation (as defined below). The terms of the Pre-Funded Warrants provide that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the Common Shares then issued and outstanding (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise Pre-Funded Warrants for an aggregate of not more than 2,077,634 Common Shares. In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the remaining Pre-Funded Warrants held by the Reporting Persons are not exercisable due to the Beneficial Ownership Limitation. Perceptive Advisors serves as the investment manager of the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)	Percent of class: Perceptive Advisors: 9.99% Mr. Edelman: 9.99% Master Fund: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0
	(ii) Shared power to vote or to direct the vote: Perceptive Advisors: 6,899,803 Mr. Edelman: 6,899,803 Master Fund: 6,899,803
	(iii) Sole power to dispose or to direct the disposition of: Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0
	(iv) Shared power to dispose or to direct the disposition of: Perceptive Advisors: 6,899,803 Mr. Edelman: 6,899,803 Master Fund: 6,899,803
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/14/2026

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	08/14/2026

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/14/2026