--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-298152" form_type: "8-K" ticker: "NGNE" cik: "0001404644" company_name: "Neurogene Inc." filed_at: "2023-12-19T23:59:59+00:00" generated_at: "2026-06-07T10:27:04.927871+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Neoleukin completes reverse merger with Neurogene; raises ~$95M PIPE; interim CEO/CFO depart ## Summary - Merger closed Dec 18, 2023: Neoleukin renamed Neurogene Inc.; all Neurogene stock converted at 0.0756:1 exchange ratio. - Pre-closing financing raised ~$95M from 36.9M shares and 24.0M pre-funded warrants. Post-merger shares outstanding: ~16.9M (assuming full exercise). - Pre-merger Neoleukin stockholders received one CVR per share for potential proceeds from legacy asset sales and lease savings. - Donna Cochener (Interim CEO/GC) and Sean Smith (Interim CFO) terminated at closing; entered separation agreements with severance. - Neurogene dosed first two female pediatric Rett syndrome patients in NGN-401 Phase 1/2 trial; no treatment-emergent serious adverse events reported. ## SEC filing metadata - accession: 0001193125-23-298152 - form_type: 8-K - ticker: NGNE - cik: 0001404644 - company_name: Neurogene Inc. - filed_at: 2023-12-19T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 5.07, 1.01, 2.01, 9.01, 3.03, 5.01, 5.02, 5.03, 5.05, 5.08, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/d648703d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-298152 - JSON: https://secwatch.observer/filing/0001193125-23-298152.json - Plain text: https://secwatch.observer/filing/0001193125-23-298152.txt ## Key facts - Executive change Cory Freedland was appointed as Director at Neurogene Inc.. - Action: appointed - Role: Director source text: the Board appointed the following four individuals to the Board: Rachel McMinn, Robert Baffi, Cory Freedland and Keith Woods. evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change Erin Lavelle resigned as Director at Neurogene Inc.. - Action: resigned - Role: Director source text: Martin Babler, M. Cantey Boyd, Erin Lavelle and Todd Simpson resigned from Neoleukin’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change Keith Woods was appointed as Director at Neurogene Inc.. - Action: appointed - Role: Director source text: the Board appointed the following four individuals to the Board: Rachel McMinn, Robert Baffi, Cory Freedland and Keith Woods. evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change Rachel McMinn was appointed as Chair of the Board at Neurogene Inc.. - Action: appointed - Role: Chair of the Board source text: Rachel McMinn was also appointed as Chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change Todd Simpson resigned as Director at Neurogene Inc.. - Action: resigned - Role: Director source text: Martin Babler, M. Cantey Boyd, Erin Lavelle and Todd Simpson resigned from Neoleukin’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change Rachel McMinn was appointed as Chief Executive Officer at Neurogene Inc.. - Action: appointed - Role: Chief Executive Officer source text: the Board appointed Rachel McMinn as the Company’s Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change Rachel McMinn was appointed as Director at Neurogene Inc.. - Action: appointed - Role: Director source text: the Board appointed the following four individuals to the Board: Rachel McMinn, Robert Baffi, Cory Freedland and Keith Woods. evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change M. Cantey Boyd resigned as Director at Neurogene Inc.. - Action: resigned - Role: Director source text: Martin Babler, M. Cantey Boyd, Erin Lavelle and Todd Simpson resigned from Neoleukin’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change Robert Baffi was appointed as Director at Neurogene Inc.. - Action: appointed - Role: Director source text: the Board appointed the following four individuals to the Board: Rachel McMinn, Robert Baffi, Cory Freedland and Keith Woods. evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change Martin Babler resigned as Director at Neurogene Inc.. - Action: resigned - Role: Director source text: Martin Babler, M. Cantey Boyd, Erin Lavelle and Todd Simpson resigned from Neoleukin’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Executive change Christine Mikail was appointed as President and Chief Financial Officer at Neurogene Inc.. - Action: appointed - Role: President and Chief Financial Officer source text: appointed Rachel McMinn as the Company’s Chief Executive Officer and Christine Mikail as the Company’s President and Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Governance Changes Neurogene Inc.: Adopted a new Code of Business Conduct and Ethics, superseding the prior code (effective 2023-12-18). - Change: code of ethics - Effective: 2023-12-18 source text: On December 18, 2023, in connection with the closing of the Merger, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “ Code of Conduct ”), effective as of such date. The Code of Conduct supersedes the existing Code of Business Conduct and Ethics, as previously adopted by Neoleukin’s board of directors on March 23, 2021 (the “ Existing Code of Conduct ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Governance Changes Neurogene Inc.: Amended and restated certificate of incorporation to increase authorized shares, effect reverse stock split, and name change (effective 2023-12-18). - Change: charter amendment - Effective: 2023-12-18 source text: To effect the Authorized Share Increase, Reverse Stock Split and the Company Name Change (as defined in Item 1.01 of this Current Report on Form 8-K under the heading “ Introductory Note ”), Neoleukin filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Certificate of Amendment ”), with an effective time of 12:02 a.m., Eastern Time, on December 18, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Governance Changes Neurogene Inc.: Adopted amended and restated bylaws revising voting standards, advance notice deadlines, and other governance provisions (effective 2023-12-18). - Change: bylaw amendment - Effective: 2023-12-18 source text: On December 18, 2023, in connection with the closing of the Merger, the Board adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “ Amended and Restated Bylaws ”), effective as of such date, in order to, among other things: • revise the voting standards for matters submitted to a vote of stockholders other than for the election of directors to be the affirmative vote of the holders of at least a majority of the voting power of the Company’s stock present in person or represented by proxy and entitled to vote on the matter, except as otherwise required by the Amended and Restated Charter, the Amended and Restated Bylaws, or any law, rule or regulation; • update the procedural and disclosure requirements for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act); • revise the time period during which notices of director nominati evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - M&A Transactions Neurogene Inc. underwent a change of control involving Neurogene Inc. for 0.0756 shares of Company Common Stock per share of Neurogene Capital Stock (closed 2023-12-18). - Action: change of control - Counterparty: Neurogene Inc. - Consideration: 0.0756 shares of Company Common Stock per share of Neurogene Capital Stock - Closing: 2023-12-18 source text: (a) each then-issued and outstanding share of Class A Common Stock, par value $0.0001 per share, of Neurogene (“ Neurogene Class A Common Stock ”) converted automatically into 0.0756 shares of common stock, par value $0.000001 per share, of Neoleukin (the “ Company Common Stock ” and prior to the effective time of the Merger, the “ Neoleukin Common Stock ”), evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Material Agreements Neurogene Inc. entered into Neurogene Inc. 2023 Employee Stock Purchase Plan with Neurogene Inc. valued at 2023 ESPP approved by stockholders on December 13, 2023 and ratified by Board on December 18, 2023 (effective 2023-12-18). - Action: entry - Agreement: equity purchase - Counterparty: Neurogene Inc. - Value: 2023 ESPP approved by stockholders on December 13, 2023 and ratified by Board on December 18, 2023 - Effective: 2023-12-18 source text: Equity Incentive Plan On October 13, 2023, the board of directors of Neoleukin approved the Neurogene Inc. 2023 Equity Incentive Plan (the “ 2023 EIP ”), subject to stockholder approval. evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Material Agreements Neurogene Inc. amended Amendment to the University of Edinburgh Master Research Collaboration Agreement with The University Court of The University of Edinburgh valued at Amendment extended term by three years and outlined additional research for gene therapy development (effective 2023-11-29). - Action: amendment - Agreement: collaboration - Counterparty: The University Court of The University of Edinburgh - Value: Amendment extended term by three years and outlined additional research for gene therapy development - Effective: 2023-11-29 source text: On November 29, 2023, Neurogene entered into an amendment (the “ Edinburgh Amendment ”) to the Master Research Collaboration Agreement, dated December 4, 2020, by and between Neurogene and The University Court of The University of Edinburgh (the “ Edinburgh MRC ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm - Material Agreements Neurogene Inc. entered into Neurogene Inc. 2023 Equity Incentive Plan with Neurogene Inc. valued at 2023 Equity Incentive Plan approved by stockholders on December 13, 2023 and ratified by Board on De (effective 2023-12-18). - Action: entry - Counterparty: Neurogene Inc. - Value: 2023 Equity Incentive Plan approved by stockholders on December 13, 2023 and ratified by Board on De - Effective: 2023-12-18 source text: Equity Incentive Plan On October 13, 2023, the board of directors of Neoleukin approved the Neurogene Inc. 2023 Equity Incentive Plan (the “ 2023 EIP ”), subject to stockholder approval. evidence_url: https://www.sec.gov/Archives/edgar/data/1404644/000119312523298152/0001193125-23-298152-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.