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  4. [8-K] Neurogene Inc. Reports Material Event

Neurogene (NGNE) secures $134.8M, extending cash runway into 2029

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Neurogene Inc. entered into an underwriting agreement to complete a public offering of its common stock and pre-funded warrants. The company is issuing 3,500,000 shares of common stock at $30.00 per share and pre-funded warrants to purchase up to 666,666 shares at $29.999999 each. Underwriters exercised in full a 30‑day option to buy an additional 624,999 shares at the public offering price, less underwriting discounts and commissions. Net proceeds from the offering, including the exercised option, are expected to be approximately $134.8 million after fees and expenses. The company states that these proceeds, together with existing cash and cash equivalents, should fund operating and capital needs into the first quarter of 2029.

Positive

  • Strengthened cash position: Neurogene expects approximately $134.8 million in net proceeds from the equity and pre-funded warrant offering, which it believes will fund operating and capital needs into the first quarter of 2029, reducing near-term financing risk.

Negative

  • None.

Insights

Neurogene secures ~$134.8M, extending cash runway into early 2029.

Neurogene Inc. completed a marketed equity financing using an underwriting agreement, selling common stock and pre-funded warrants at roughly $30 per share-equivalent. Underwriters also exercised their overallotment option in full, increasing the total size of the raise.

The company expects net proceeds of about $134.8 million, after underwriting discounts and offering expenses. Management indicates that, combined with existing cash, this should cover operating and capital expenditure requirements into the first quarter of 2029, which is a meaningful extension of visibility.

For a development-stage biotech, this extended runway reduces near-term financing pressure. Actual impact will depend on how efficiently funds are deployed across programs; future updates in periodic reports will show burn rate and whether this projected runway holds.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Common shares offered 3,500,000 shares Public offering at $30.00 per share
Pre-funded warrants 666,666 warrants Priced at $29.999999 per warrant
Underwriters’ option shares 624,999 shares 30-day option exercised in full
Net proceeds $134.8 million After discounts, commissions, and expenses
Beneficial ownership limit 4.99% or 9.99% Initial cap on warrant exercises per holder
Maximum adjusted ownership cap 19.99% Available with at least 61 days’ prior notice
Cash runway horizon Into Q1 2029 Funding of operating and capital needs
Pre-Funded Warrants financial
"pre-funded warrants to purchase up to 666,666 shares of the Company’s common stock"
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.
underwriting agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
shelf registration statement regulatory
"offered pursuant to a shelf registration statement (File No. 333-286057)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
beneficially own financial
"may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%"
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.
Emerging growth company regulatory
"Emerging growth company o On June 30, 2026, Neurogene Inc."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0001404644FALSE00014046442024-03-182024-03-18


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): June 30, 2026


Neurogene Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-36327
98-0542593
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
535 W 24th Street, 5th Floor
New York, NY 10011
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (877) 237-5020

N/A
(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 (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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.000001 par valueNGNE
The Nasdaq Global Market


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. o



Item 1.01Entry into a Material Definitive Agreement
On June 30, 2026, Neurogene Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated, and Guggenheim Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), to issue and sell 3,500,000 shares of the Company’s common stock at a public offering price of $30.00 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to 666,666 shares of the Company’s common stock (the “Pre-Funded Warrants”) at a public offering price of $29.999999 per Pre-Funded Warrant, which represents the per share public offering price for the common stock less the $0.000001 per share exercise price for each Pre-Funded Warrant (the “Offering”). In addition, the Company has granted the Underwriters an option (the “Option”) for a period of 30 days to purchase up to an additional 624,999 shares of its common stock at the public offering price, less the underwriting discounts and commissions, which the Underwriters exercised in full on July 1, 2026.
The Pre-Funded Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%, as applicable, of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
The net proceeds from the Offering, including proceeds from the exercise in full of the Option by the Underwriters, are expected to be approximately $134.8 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses.
The securities described above were offered pursuant to a shelf registration statement (File No. 333-286057), which became effective on April 4, 2025. A final prospectus supplement dated June 30, 2026 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission on July 1, 2026. The Offering is expected to close on July 2, 2026.
In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriters may be required to make because of such liabilities.
A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the shares of the common stock and the Pre-Funded Warrants in the Offering is filed herewith as Exhibit 5.1.

Item 8.01Other Events
The Company believes that the net proceeds from the Offering, together with its existing cash and cash equivalents, will be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements into the first quarter of 2029.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
Number
  Description
1.1
Underwriting Agreement, dated as of June 30, 2026, by and among Neurogene Inc. and Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC
4.1
Form of Pre-Funded Warrant
5.1
Opinion of Gibson, Dunn & Crutcher LLP
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

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

NEUROGENE INC.
Date: July 1, 2026By:/s/ Christine Mikail
Name: Christine Mikail
Title: President, Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What capital raise did Neurogene (NGNE) announce in this 8-K?

Neurogene entered an underwriting agreement for a public offering of 3,500,000 common shares at $30.00 each and pre-funded warrants for up to 666,666 shares at $29.999999 per warrant, plus an underwriter option for 624,999 additional shares.

How much money will Neurogene (NGNE) receive from the offering?

Neurogene expects net proceeds of about $134.8 million from the offering, after deducting underwriting discounts, commissions, and estimated expenses. This reflects both the base deal and the underwriters’ full exercise of their 624,999‑share option.

What are the key terms of Neurogene’s pre-funded warrants?

The pre-funded warrants are priced at $29.999999 each, with an exercise price of $0.000001 per share. They are exercisable at any time, subject to beneficial ownership limits that initially cap holders at 4.99% or 9.99% of outstanding common stock.

How long does Neurogene expect its cash to last after this financing?

Neurogene states that net proceeds from the offering, combined with existing cash and cash equivalents, should fund operating expenses and capital expenditure requirements into the first quarter of 2029, providing several years of anticipated cash runway.

What is the beneficial ownership limitation on Neurogene’s pre-funded warrants?

A holder may not exercise pre-funded warrants if, after exercise, it would beneficially own more than 4.99% or 9.99% of outstanding common stock. Holders can adjust this cap up to 19.99% with at least 61 days’ prior written notice.

Under which registration statement is Neurogene’s offering being made?

The securities are offered under Neurogene’s shelf registration statement with file number 333-286057, which became effective on April 4, 2025. A final prospectus supplement dated June 30, 2026 describes the specific terms of this offering.

Filing Exhibits & Attachments

6 documents

Other Documents