{"schema_version":"secwatch.filing_event.v1","accession":"0001404644-25-000029","form_type":"8-K","ticker":"NGNE","cik":"0001404644","company_name":"Neurogene Inc.","filed_at":"2025-04-14T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.180428+00:00","generated_at":"2026-05-23T15:22:35.722591+00:00","sec_items":["1.01","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Neurogene raises BBA director nomination threshold to 14.9%, exchanges shares for prefunded warrants","bullets":["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)."],"urls":{"canonical":"https://secwatch.observer/filing/0001404644-25-000029","json":"https://secwatch.observer/filing/0001404644-25-000029.json","markdown":"https://secwatch.observer/filing/0001404644-25-000029.md","text":"https://secwatch.observer/filing/0001404644-25-000029.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1404644/000140464425000029/0001404644-25-000029-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1404644/000140464425000029/ngne-20250414.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-23T15:22:35.722591+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}