[8-K] enGene Holdings Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

enGene Holdings Inc. (NASDAQ:ENGN, ENGNW) filed an 8-K covering board and management changes effective July 7-8, 2025.

• Director resignation: Jasper Bos resigned from the Board on July 7, 2025; the company states there was no disagreement regarding operations, policies or practices.
• Board appointments: The Board appointed Philip Astley-Sparke to fill the vacancy as of July 8, 2025, for the remainder of Bos’s term expiring at the 2026 AGM. The Board then increased its size from seven to nine and named William Grossman and Michael Heffernan as additional directors, each serving until the next AGM.
• Compensation & indemnification: All three new directors will participate in the company’s standard independent-director compensation plan and enter into indemnification agreements identical to those filed as Exhibits 10.17 and 10.18 to the 2024 Annual Report.
• Committee assignments: Not yet determined for the new directors.
• Management promotions (Reg FD disclosure): A July 8 press release (Exhibit 99.1) announced promotions of Matthew Boyd to Chief Regulatory Officer and Jill Buck to Chief Development Officer.

No transactions requiring disclosure under Item 404(a) were reported. The information furnished under Item 7.01 is expressly not deemed “filed” under the Exchange Act.

Positive

• Board expanded to nine members, potentially enhancing governance oversight.
• Three independent directors appointed, filling vacancy promptly and maintaining board continuity.
• Key management promotions (Chief Regulatory Officer and Chief Development Officer) may bolster operational execution.

Negative

• Committee assignments for new directors remain undecided, leaving temporary governance gaps until finalized.

Insights

Corporate Governance Expert

TL;DR: Routine governance refresh; neutral impact, no disputes cited.

The 8-K details an orderly transition: one director exits without conflict, three independents join, and board size rises from seven to nine. Compensation follows existing plans, with indemnification mirroring previous disclosures. Absence of committee assignments suggests integration phase but not atypical. Overall, the filing signals proactive governance capacity rather than distress, yet lacks financial or strategic revelations, making capital-market impact minimal.

Risk Analyst

TL;DR: Low-risk leadership change; no red flags reported.

Director resignation cites no disagreements, limiting litigation or reputational risk. Expanded board may improve oversight breadth; however, interim uncertainty persists until committees are assigned. Promotions strengthen regulatory and development leadership, potentially supporting future pipeline execution. Because no financial metrics, debt changes, or operational shifts are disclosed, credit and equity risk profiles remain essentially unchanged.

false000198084500019808452025-07-072025-07-070001980845us-gaap:CommonClassAMember2025-07-072025-07-070001980845engn:CommonSharesMember2025-07-072025-07-07

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): July 7, 2025

enGene Holdings Inc.

(Exact name of registrant as specified in its charter)

British Columbia		001-41854		00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4868 Rue Levy, Suite 220 Saint-Laurent, Quebec		H4R 2P1
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code (514) 332-4888

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

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 (see General Instruction A.2. below):

☐ 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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2025, Jasper Bos resigned as a director of the Board of Directors (the “Board”) of enGene Holdings Inc. (the “Company”), including as a member of any committee of the Board. Mr. Bos’ resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  Following such resignation, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Philip Astley-Sparke to the Board as a director to fill such vacancy effective as of July 8, 2025, with Mr. Astley-Sparke to serve for the remainder of Mr. Bos’s term expiring at the Company’s 2026 annual general meeting of the shareholders, or until Mr. Astley-Sparke’s successor is duly elected and appointed or his earlier death, resignation, or removal.

On July 8, 2025, following the appointment of Mr. Astley-Sparke, the Board increased its size from seven members to nine and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed William Grossman and Michael Heffernan to the Board as directors, each with a term expiring at the Company’s first annual general meeting of shareholders following his appointment, or until such director’s successor is duly elected and appointed or his earlier death, resignation, or removal.

The Board has not yet determined committee assignments for any of the newly appointed directors.

Each of Messrs. Astley-Sparke, Grossman and Heffernan will participate in the standard compensation plan for the Company’s independent directors, including eligibility to receive equity grants pursuant to the enGene Holdings Inc. Amended and Restated 2023 Incentive Equity Plan, included as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 19, 2024 (the “2024 Annual Report”), and will also enter into indemnification agreements with the Company substantially in the form of the indemnification agreement included as Exhibit 10.17 to the Company’s 2024 Annual Report.

There are no arrangements or understandings pursuant to which any of Messrs. Astley-Sparke, Grossman or Heffernan were selected as directors and no transactions between the Company and any of Messrs. Astley-Sparke, Grossman, or Heffernan that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On July 8, 2025, the Company issued a press release with respect to the resignation of Mr. Bos and appointment of Messrs. Astley- Sparke, Grossman, and Heffernan as members of the Board of the Company, as well as management promotions, including the promotions of Matthew Boyd and Jill Buck to Chief Regulatory Officer and Chief Development Officer, respectively. A copy of  the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release of the Company, dated as of July 8, 2025.
104		Cover Page Interactive Data File (Formatted as Inline XBRL)

SIGNATURE

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: July 8, 2025	By:	/s/ Ronald H. W. Cooper
	Name: Ronald H. W. Cooper
	Title: Chief Executive Officer

FAQ

Why did Jasper Bos resign from enGene Holdings (ENGN)?

The filing states that Jasper Bos resigned on July 7, 2025 and his resignation was not due to any disagreement with the company.

Who are the new directors appointed by enGene Holdings?

enGene appointed Philip Astley-Sparke, William Grossman, and Michael Heffernan as directors effective July 8, 2025.

How large is enGene Holdings’ Board after the changes?

The Board size increased from seven to nine members following the appointments.

Will the new directors receive equity compensation?

Yes. They will participate in the standard independent-director plan, including eligibility for equity grants under the 2023 Incentive Equity Plan.

What management promotions were announced in the 8-K?

The company promoted Matthew Boyd to Chief Regulatory Officer and Jill Buck to Chief Development Officer, as disclosed via press release (Exhibit 99.1).