Neoleukin to merge with Neurogene; Neurogene stockholders to own ~84% of combined co.

Neurogene Inc.

Neoleukin stockholders will own ~16% of combined company; Neurogene stockholders ~84% on as-converted basis.
Concurrent ~$95M private financing from investors to close immediately before merger.
Closing conditions include Neoleukin net cash >= $60M and Neurogene gross proceeds >= $75M from financing.
Post-merger board of 7 directors: 5 designated by Neurogene, 2 by Neoleukin; CVRs for legacy asset proceeds.
Support agreements from ~77% of Neurogene and ~21% of Neoleukin stockholders; 180-day lock-up on shares.

item 1.01 item 3.02 item 5.01 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Neurogene Inc. entered into Agreement and Plan of Merger with Neoleukin Therapeutics, Inc. (effective 2023-07-17).

Action: entry
Agreement: merger
Counterparty: Neoleukin Therapeutics, Inc.
Effective: 2023-07-17

Exact text from the filing

On July 17, 2023, Neoleukin Therapeutics, Inc., a Delaware corporation (“Neoleukin”), Project North Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Neoleukin (“Merger Sub”), and Neurogene Inc., a Delaware corporation (“Neurogene”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)

View on SEC.gov

148 material agreements filed in the last 30 days. Browse all material agreements →

Neurogene Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-188522

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