Cormorant Asset Management, LP and Bihua Chen have disclosed a significant passive stake in enGene Holdings Inc. common shares. They report beneficial ownership of 4,000,000 common shares, representing 5.97% of the class, held through certain Cormorant funds.
The percentage is calculated using 66,984,661 common shares outstanding as of December 17, 2025, as stated in enGene’s Form 10-K. All 4,000,000 shares are reported with shared voting and shared dispositive power, with no sole voting or dispositive power. The holding is certified as being in the ordinary course of business and not for the purpose of changing or influencing control of enGene.
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Insights
Cormorant reports a 5.97% passive stake in enGene with shared voting power.
Cormorant Asset Management, LP and Bihua Chen report beneficial ownership of 4,000,000 enGene common shares, or 5.97% of the class, held through Cormorant funds. All voting and dispositive power over these shares is shared rather than sole.
The stake size is calculated from 66,984,661 shares outstanding as of December 17, 2025, as disclosed in enGene’s Form 10-K. The filing is on a Schedule 13G basis, with a certification that the position is held in the ordinary course of business and not to change or influence control.
Cormorant Global Healthcare Master Fund, LP is identified as having the right to receive dividends or sale proceeds for more than 5% of the shares. Future ownership changes above or below key thresholds would typically appear in subsequent beneficial ownership filings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
enGene Holdings Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
29286M105
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
29286M105
1
Names of Reporting Persons
Cormorant Asset Management, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000.00
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)
5.97 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
29286M105
1
Names of Reporting Persons
Bihua Chen
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
4,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000.00
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)
5.97 %
12
Type of Reporting Person (See Instructions)
HC, IN
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
Item 2.
(a)
Name of person filing:
Cormorant Asset Management, LP
Bihua Chen
This statement is filed by (i) Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the shares directly held by the Cormorant Funds and (ii) Bihua Chen with respect to the shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein.
(b)
Address or principal business office or, if none, residence:
200 Clarendon Street, 52nd Floor
Boston, MA 02116
(c)
Citizenship:
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
(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:
4,000,000
(b)
Percent of class:
5.97%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
4,000,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
4,000,000
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as filed with the Securities and Exchange Commission on December 22, 2025, that there were 66,984,661 shares of Common Stock of the Issuer outstanding as of December 17, 2025.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Cormorant Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. Cormorant Global Healthcare Master Fund, LP, a Cormorant Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares.
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 acquired and are held in the ordinary course of business and 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.
Cormorant Asset Management, LP
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen, Managing Member
Date:
02/17/2026
Bihua Chen
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen
Date:
02/17/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she or it knows or has reason to believe that such information is inaccurate.
Dated: February 17, 2026
Cormorant Asset Management, LP
By: Cormorant Asset Management GP, LLC
its General Partner
By: /s/ Bihua Chen
Bihua Chen, Managing Member
Bihua Chen
By: /s/ Bihua Chen
Bihua Chen
What stake does Cormorant Asset Management report in enGene Holdings (ENGN)?
Cormorant Asset Management and Bihua Chen report beneficial ownership of 4,000,000 enGene common shares, equal to 5.97% of the class. The shares are held through certain Cormorant funds, with all voting and dispositive power reported on a shared, not sole, basis.
How was the 5.97% ownership in enGene (ENGN) calculated in this Schedule 13G?
The 5.97% figure is based on 66,984,661 enGene common shares outstanding as of December 17, 2025, as disclosed in the company’s Form 10-K. Cormorant’s 4,000,000 reported shares are measured against that outstanding share count to derive the percentage.
Is Cormorant’s 5.97% position in enGene (ENGN) a passive investment?
Yes. The filing is on Schedule 13G, and the reporting persons certify the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control, and not in connection with any control-related transaction.
Who are the reporting persons in the enGene (ENGN) Schedule 13G filing?
The reporting persons are Cormorant Asset Management, LP, a Delaware investment adviser to certain funds, and Bihua Chen. They report beneficial ownership over shares directly held by the Cormorant funds and share voting and dispositive power over 4,000,000 common shares.
Which Cormorant fund holds more than 5% of enGene (ENGN) shares?
Cormorant Global Healthcare Master Fund, LP, one of the Cormorant funds, is identified as having the right to receive or direct the receipt of dividends or sale proceeds from more than 5% of enGene’s common shares referenced in the Schedule 13G filing.
Does Bihua Chen have sole voting power over enGene (ENGN) shares in this filing?
No. The filing shows zero shares with sole voting or sole dispositive power for the reporting persons. Instead, 4,000,000 shares are reported with shared voting power and shared dispositive power, reflecting the structure of holdings through the Cormorant funds.
