enGene Therapeutics Inc. holders led by Invus-related entities and Avicenna reported beneficial ownership positions in an amended Schedule 13G/A. As of March 31, 2026, Invus Public Equities directly held 4,513,228 shares and Avicenna Life Sci Master Fund directly held 739,931 shares. The filing states percentages based on 66,989,466 Shares outstanding as of March 3, 2026, with Invus Public Equities and related reporting persons shown at 6.7% and Mr. Raymond Debbane shown at 7.8%.
The cover and Item 4 describe control relationships among Invus Public Equities, Invus PE Advisors, Invus Global Management, Siren, Avicenna GP, Ulys and Mr. Debbane; each reporting person certifies the holdings were not acquired to change control. Signatures are dated May 5, 2026.
Positive
None.
Negative
None.
Insights
Large passive stakes disclosed by Invus and Avicenna; control chain is documented.
The filing lists direct holdings of 4,513,228 shares (Invus Public Equities) and 739,931 shares (Avicenna Fund) as of March 31, 2026, and ties beneficial ownership up through affiliated adviser and management entities. Percentages use an explicit outstanding share base of 66,989,466.
These positions are reported as passive under the certification language. Subsequent filings would be needed to show any active changes in voting or disposition authority or any sales/purchases after the stated date.
Key Figures
Invus Public Equities holdings:4,513,228 sharesAvicenna Life Sci Master Fund holdings:739,931 sharesShares outstanding used for % calc:66,989,466 Shares+2 more
5 metrics
Invus Public Equities holdings4,513,228 sharesDirectly held as of March 31, 2026
Avicenna Life Sci Master Fund holdings739,931 sharesDirectly held as of March 31, 2026
Shares outstanding used for % calc66,989,466 SharesOutstanding as of March 3, 2026 (Form 10-Q disclosure)
Invus-reported percentage6.7%Percent of class for Invus-related reporting persons
Raymond Debbane reported percentage7.8%Percent of class shown for Mr. Debbane on cover page
Key Terms
Schedule 13G/A, beneficially owned, sole dispositive power, shares outstanding
4 terms
Schedule 13G/Aregulatory
"Amendment No. 1 ) enGene Therapeutics Inc. Common Shares"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedregulatory
"As of March 31, 2026, Invus Public Equities directly held 4,513,228 common shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerfinancial
"7 | Sole Dispositive Power 4,513,228.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
shares outstandingfinancial
"based on 66,989,466 Shares outstanding as of March 3, 2026"
Shares outstanding are the total number of a company’s stock units held by all shareholders, including institutional investors and company insiders — think of them as the total number of slices of the company’s ownership pie. Investors use this number to calculate how much of the company each share represents, and it directly affects per-share measures like earnings per share, ownership percentage and valuation; when the slice count changes, an investor’s claim and the company’s per-share metrics change too.
What stake does Invus Public Equities hold in enGene (ENGN)?
Invus Public Equities directly holds 4,513,228 shares as of March 31, 2026. That position is reported as 6.7% of the class using 66,989,466 shares outstanding as of March 3, 2026.
How much does Avicenna Life Sci Master Fund own in ENGN?
Avicenna Life Sci Master Fund directly holds 739,931 shares as of March 31, 2026. That stake is reported as 1.1% of the class using the filing's outstanding share figure.
What outstanding share count did the filing use to calculate percentages?
The filing uses 66,989,466 Shares outstanding as of March 3, 2026, based on information the issuer provided in its Form 10-Q referenced in the Schedule 13G/A.
Who signs the Schedule 13G/A for these reporting persons?
Raymond Debbane signed on behalf of the Invus-related entities and Avicenna GP and also signed personally; signature dates are May 5, 2026 as shown in the filing.
Does the filing state these holdings aim to change control of enGene?
No. Each reporting person certifies the securities "were not acquired and are not held for the purpose of or with the effect of changing or influencing the control" of the issuer, per the Item 10 certification language.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
enGene Therapeutics Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
29286X101
(CUSIP Number)
03/31/2026
(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):
29286X101
1
Names of Reporting Persons
Invus Public Equities, L.P.
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
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,513,228.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,513,228.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,513,228.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
29286X101
1
Names of Reporting Persons
Invus Public Equities 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
4,513,228.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,513,228.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,513,228.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
29286X101
1
Names of Reporting Persons
Invus Global Management, 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
4,513,228.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,513,228.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,513,228.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
29286X101
1
Names of Reporting Persons
Siren, L.L.C.
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
4,513,228.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,513,228.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,513,228.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
29286X101
1
Names of Reporting Persons
Avicenna Life Sci Master Fund LP
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
739,931.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
739,931.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
739,931.00
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)
1.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
29286X101
1
Names of Reporting Persons
Avicenna Life Sci Master GP 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
739,931.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
739,931.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
739,931.00
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)
1.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
29286X101
1
Names of Reporting Persons
Ulys, L.L.C.
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
739,931.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
739,931.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
739,931.00
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)
1.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
29286X101
1
Names of Reporting Persons
Raymond Debbane
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
PANAMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,253,159.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,253,159.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,253,159.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
enGene Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
4868 RUE LEVY, SUITE 220, SAINT-LAURENT, Quebec, Canada, H4R 2P1
Item 2.
(a)
Name of person filing:
See Item 2(c) below.
(b)
Address or principal business office or, if none, residence:
See Item 2(c) below.
(c)
Citizenship:
(i) Invus Public Equities, L.P. ("Invus Public Equities")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC ("Invus PE Advisors")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Invus Global Management, LLC ("Global Management")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iv) Siren, L.L.C. ("Siren")
c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(v) Avicenna Life Sci Master Fund LP ("Avicenna Fund")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Cayman Islands limited partnership
(vi) Avicenna Life Sci Master GP LLC ("Avicenna GP")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(vii) Ulys, L.L.C. ("Ulys")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(viii) Mr. Raymond Debbane
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Panama
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(d)
Title of class of securities:
Common Shares
(e)
CUSIP No.:
29286X101
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:
As of March 31, 2026, Invus Public Equities directly held 4,513,228 common shares (the "Shares") of enGene Therapeutics Inc. (the "Issuer"), and Avicenna Fund directly held 739,931 Shares of the Issuer. Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares directly held by Invus Public Equities. Global Management, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Siren, as the managing member of Global Management, controls Global Management and, accordingly, may be deemed to beneficially own the Shares that Global Management may be deemed to beneficially own. Avicenna GP, as the general partner of Avicenna Fund, controls Avicenna Fund and, accordingly, may be deemed to beneficially own the Shares directly held by Avicenna Fund. Ulys, as the managing member of Avicenna GP, controls Avicenna GP and, accordingly, may be deemed to beneficially own the Shares that Avicenna GP may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren and Ulys, controls Siren and Ulys and, accordingly, may be deemed to beneficially own the Shares that Siren and Ulys may be deemed to beneficially own.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on 66,989,466 Shares outstanding as of March 3, 2026, based on information provided by the Issuer in its quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on March 9, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
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:
Each of the Reporting Persons hereby makes the following certification:
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.
Invus Public Equities, L.P.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President of Invus Public Equities Advisors, LLC, its general partner
Date:
05/05/2026
Invus Public Equities Advisors, LLC
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
05/05/2026
Invus Global Management, LLC
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
05/05/2026
Siren, L.L.C.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
05/05/2026
Avicenna Life Sci Master Fund LP
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, Chief Executive Officer of Avicenna Life Sci Master GP LLC, its general partner
