Neurogene Announces $200M Oversubscribed Private Placement

Neurogene Inc. (Nasdaq: NGNE), a clinical-stage company committed to developing genetic treatments for rare neurological disorders, has finalized a securities purchase agreement for a private investment in public equity (PIPE) financing. This transaction is expected to bring in around $200 million in gross proceeds, excluding placement agent fees and other expenses. The financing round saw considerable interest and included contributions from RTW Investments, Casdin Capital, EcoR1 Capital, Redmile Group, Great Point Partners, Commodore Capital, and Samsara BioCapital.

As per the terms of the agreement, Neurogene will sell 1,835,000 shares of its common stock at $50.00 per share. Additionally, the company will issue pre-funded warrants for 2,165,042 shares of common stock, priced at $49.999 per warrant. These warrants can be exercised at $0.001 per share. Post-transaction, assuming all pre-funded warrants are exercised, Neurogene will have about 21.0 million shares of common stock outstanding. The closing of the PIPE financing is anticipated around November 5, 2024, pending standard closing conditions.

The funds from this financing, combined with Neurogene’s existing financial resources, are projected to support operations until the latter half of 2027. The company plans to use these funds to finalize enrollment for a registrational study of NGN-401 for Rett syndrome, scale up the manufacturing processes for NGN-401, further advance its EXACT™ gene therapy pipeline, and cover other general corporate expenses.

Neurogene will also host a webcast on November 11, 2024, at 4:30 p.m. ET to discuss the safety and interim efficacy data from the NGN-401 Phase 1/2 trial, particularly focusing on both low- and high-dose cohorts.

TD Cowen, Leerink Partners, Stifel, and William Blair are managing the private placement as joint placement agents. The securities are being offered in a private transaction and thus are not registered under the Securities Act of 1933. They cannot be resold in the U.S. without proper registration or an applicable exemption. Concurrent with the securities purchase agreement, Neurogene and the investors agreed on a registration rights agreement. This agreement obligates Neurogene to file a registration statement with the SEC for the resale of the common stock and the shares issuable upon exercise of the pre-funded warrants from the PIPE financing.

Neurogene's mission is to address severe neurological diseases and improve the lives of those affected. The company is working on innovative treatments for central nervous system disorders, focusing on optimizing delivery methods to target tissues and developing products to enhance efficacy and safety. Neurogene’s proprietary EXACT platform technology aims to deliver therapeutic levels while minimizing toxicity. The company has established a high-tech gene therapy manufacturing facility in Houston, Texas, where cGMP production of NGN-401 is carried out to support pivotal clinical development activities.