Neurogene raises BBA director nomination threshold to 14.9%, exchanges shares for prefunded warrants

Neurogene Inc.

BBA director nomination threshold raised from 12.5% to 14.9% of voting common stock via amendment to July 2023 letter agreement.
Exchange agreement: 667,500 common shares swapped for prefunded warrants to buy 667,563 shares at $0.001 exercise price.
Post-exchange: 14,262,066 common shares outstanding; 6,792,559 prefunded warrants outstanding.
Prefunded warrants have 4.99% beneficial ownership limitation, adjustable up to 19.99% with 61 days' notice.
Exchange expected to close April 14, 2025, exempt from registration under Section 3(a)(9).

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