NLTX / Neoleukin Therapeutics, Inc. - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 Neurogene Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commis

EVERY BREAKTHROUGH BEGINS WITH BELIEF May 2026 Corporate Presentation Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may d

a202605ngnecorporatepre EVERY BREAKTHROUGH BEGINS WITH BELIEF May 2026 Corporate Presentation Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 12, 2026 Neurogene Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 12, 2026 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. (Ex

Neurogene Reports First Quarter 2026 Financial Results and Highlights Recent Updates Dosed ~90% of participants in Embolden™ registrational trial of NGN-401 for Rett syndrome; on track to complete dosing in the second quarter of 2026 NGN-401 has been

Neurogene Reports First Quarter 2026 Financial Results and Highlights Recent Updates Dosed ~90% of participants in Embolden™ registrational trial of NGN-401 for Rett syndrome; on track to complete dosing in the second quarter of 2026 NGN-401 has been generally well-tolerated, with no cases of HLH at the 1E15 vg dose; additional interim Phase 1/2 data expected mid-2026 Presentation at ASGCT Meeting highlighted therapeutic rationale for ICV delivery in CNS-targeted gene therapy, including NGN-401 Strong cash position provides runway through first quarter of 2028 NEW YORK – May 12, 2026 – Neurogene Inc.

Neurogene Appoints Christy Shafer as Chief Commercial Officer and Christine Mikail, J.D., to Board of Directors Ms. Shafer, a proven commercial leader in rare neurological diseases, will lead Neurogene’s commercial strategy and launch readiness for N

Neurogene Appoints Christy Shafer as Chief Commercial Officer and Christine Mikail, J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 20, 2026 Neurogene Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 20, 2026 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

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2025 ANNUAL REPORT Every Breakthrough BEGINS WITH BELIEFwww.neurogene.com NGN-401 is an investigational AAV9 gene therapy in development as a potential best-in-class disease-modifying treatment for Rett syndrome. It is purposefully designed to deliver the full-length MECP2 gene and incorporates Neurogene’s proprietary EXACT™ transgene regulation technology to achieve target therapeutic levels of M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 24, 2026 Neurogene Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 24, 2026 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm

As filed with the Securities and Exchange Commission on March 24, 2026

As filed with the Securities and Exchange Commission on March 24, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-363

SECOND AMENDMENT TO ATTORNED SUBLEASE

Exhibit 10.17 SECOND AMENDMENT TO ATTORNED SUBLEASE This Agreement (the “Agreement”) made and effective as of the 1st day of November, 2025 by and between GTM Associates, LLC (the “Owner”), a New York limited liability company, having offices located at 535 West 24th Street, New York, New York 10011 and Neurogene Inc., a Nevada corporation (the “Tenant”), having an office at 535 West 24th Street,

EVERY BREAKTHROUGH BEGINS WITH BELIEF March 2026 Corporate Presentation Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may

a202603ngnecorporatepre EVERY BREAKTHROUGH BEGINS WITH BELIEF March 2026 Corporate Presentation Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

INSIDER TRADING POLICY (dated September 16, 2025)

Exhibit 19.1 INSIDER TRADING POLICY (dated September 16, 2025) I.INTRODUCTION Federal and state laws prohibit buying, selling, or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to others who trade.

Calculation of Filing Fee Tables FORM S-8 (Form Type) NEUROGENE INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) NEUROGENE INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity(2) Common Stock, to be issued

Neurogene Reports Full Year 2025 Financial Results and Highlights Recent Updates 100% of participants enrolled in Embolden™ registrational trial and >50% of participants dosed; on track to complete dosing in second quarter of 2026 NGN-401 has been ge

Neurogene Reports Full Year 2025 Financial Results and Highlights Recent Updates 100% of participants enrolled in Embolden™ registrational trial and >50% of participants dosed; on track to complete dosing in second quarter of 2026 NGN-401 has been generally well-tolerated in Phase 1/2 trial and Embolden, with no cases of HLH at the 1E15 vg dose; additional interim Phase 1/2 data expected mid-2026 FDA Breakthrough Therapy designation granted to NGN-401 based on positive interim safety and efficacy data from Phase 1/2 trial PPQ campaign planned to begin mid‑2026, supporting BLA readiness Strong cash position provides runway through first quarter of 2028 NEW YORK – March 24, 2026 – Neurogene Inc.

Neurogene Announces FDA Breakthrough Therapy Designation for NGN-401 Gene Therapy for Rett Syndrome Breakthrough Therapy designation granted based on interim NGN-401 Phase 1/2 data demonstrating clinically meaningful, durable and multidomain function

Neurogene Announces FDA Breakthrough Therapy Designation for NGN-401 Gene Therapy for Rett Syndrome Breakthrough Therapy designation granted based on interim NGN-401 Phase 1/2 data demonstrating clinically meaningful, durable and multidomain functional improvements On track to complete dosing in Embolden™ registrational trial of NGN-401 in second quarter of 2026 Plans to present additional interim Phase 1/2 clinical data in mid-2026 NEW YORK – February 26, 2026 – Neurogene Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 26, 2026 Neurogene Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 26, 2026 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C

EVERY BREAKTHROUGH BEGINS WITH BELIEF January 2026 Corporate Presentation Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements m

a202601ngnecorporatepre EVERY BREAKTHROUGH BEGINS WITH BELIEF January 2026 Corporate Presentation Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 12, 2026 Neurogene Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 12, 2026 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Co

Neurogene Announces Recent Achievements and Anticipated 2026 Key Milestones for NGN-401, a Potential Best-in-Class Gene Therapy for Rett Syndrome Dosed multiple participants in Embolden™ registrational trial in fourth quarter of 2025 Completion of do

Neurogene Announces Recent Achievements and Anticipated 2026 Key Milestones for NGN-401, a Potential Best-in-Class Gene Therapy for Rett Syndrome Dosed multiple participants in Embolden™ registrational trial in fourth quarter of 2025 Completion of dosing in Embolden expected in second quarter of 2026 Plan to present interim data on pediatric and adolescent/adult cohorts from Phase 1/2 trial in mid-2026 Early commercial-readiness activities underway Neurogene to present at J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc.

Every Breakthrough BEGINS WITH BELIEF r r t r BE I S IT BELIEF Corporate Presentation November 2025 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation

a202511ngnecorporatepre Every Breakthrough BEGINS WITH BELIEF r r t r BE I S IT BELIEF Corporate Presentation November 2025 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2025 Neurogene Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C

Neurogene Reports Third Quarter 2025 Financial Results and Highlights Recent Updates Reported positive interim data from NGN-401 Phase 1/2 gene therapy trial for Rett syndrome demonstrating multidomain, durable gains, with 35 total developmental mile

Neurogene Reports Third Quarter 2025 Financial Results and Highlights Recent Updates Reported positive interim data from NGN-401 Phase 1/2 gene therapy trial for Rett syndrome demonstrating multidomain, durable gains, with 35 total developmental milestones/skills acquired across eight participants First participant dosed in Embolden™ registrational trial of NGN-401 for Rett syndrome, with complete enrollment expected in three to six months Strong cash position provides runway through first quarter of 2028 NEW YORK – November 13, 2025 – Neurogene Inc.

Every Breakthrough BEGINS WITH BELIEF r r t r BE I S IT BELIEF NGN-401 Phase 1/2 Interim Data Update November 2025 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securi

ngn-4012h25updatefinal Every Breakthrough BEGINS WITH BELIEF r r t r BE I S IT BELIEF NGN-401 Phase 1/2 Interim Data Update November 2025 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 12, 2025 Neurogene Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 12, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C

Neurogene Reports Positive Interim Data in Pediatric Cohort from NGN-401 Gene Therapy Trial for Rett Syndrome Multidomain, durable gains with continued skill acquisition over time All 8 participants showed functional gains across spectrum of disease

Neurogene Reports Positive Interim Data in Pediatric Cohort from NGN-401 Gene Therapy Trial for Rett Syndrome Multidomain, durable gains with continued skill acquisition over time All 8 participants showed functional gains across spectrum of disease severity 35 total developmental milestones/skills acquired across 8 participants NGN-401 at the registrational dose continues to be generally well-tolerated, with no evidence of HLH Neurogene management to discuss results during Stifel 2025 Healthcare Conference webcast today at 4:40 p.

November 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intent

a202511ngnecorporatepre November 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Neurogene Announces First Participant Dosed in Embolden™ Registrational Trial of NGN-401 Gene Therapy for Rett Syndrome Single trial to support future BLA submission for NGN-401 in patients ages ≥ 3 years Rapid trial execution underway with 12 of 13

Neurogene Announces First Participant Dosed in Embolden™ Registrational Trial of NGN-401 Gene Therapy for Rett Syndrome Single trial to support future BLA submission for NGN-401 in patients ages ≥ 3 years Rapid trial execution underway with 12 of 13 clinical sites initiated Expect to complete trial enrollment in three to six months Neurogene management to present Phase 1/2 interim data update at Stifel Healthcare Conference on November 12 NEW YORK – November 6, 2025 – Neurogene Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 6, 2025 Neurogene Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 6, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 9, 2025 Neurogene Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 9, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Com

October 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intenti

a202510ngnecorporatepre October 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Neurogene Announces Positive Regulatory Update for NGN-401 Gene Therapy in Rett Syndrome with Plans to Initiate Dosing in Embolden™ Registrational Trial in Q4 2025 Completed discussions with FDA on registrational protocol; 13 sites to allow for rapid

Neurogene Announces Positive Regulatory Update for NGN-401 Gene Therapy in Rett Syndrome with Plans to Initiate Dosing in Embolden™ Registrational Trial in Q4 2025 Completed discussions with FDA on registrational protocol; 13 sites to allow for rapid enrollment New preclinical data at ESGCT Congress highlight NGN-401 best-in-class potential and add to body of evidence that ICV administration is su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. (Exa

August 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentio

a202508ngnecorporatepre August 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Neurogene Inc. Up to $150,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286057 PROSPECTUS SUPPLEMENT (To Prospectus dated April 4, 2025) Neurogene Inc. Up to $150,000,000 Common Stock We have entered into a sales agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”), dated August 11, 2025, relating to shares of our common stock, $0.000001 par value per share ("common sto

Sales Agreement dated August

NEUROGENE INC. Shares of Common Stock ($0.000001 par value per share) SALES AGREEMENT August 11, 2025 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: Neurogene Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows: 1.Issuance and Sale of Shares. The Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 11, 2025 Neurogene Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 11, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Com

Neurogene Reports Second Quarter 2025 Financial Results and Highlights Recent Updates Announced design of Embolden™ registrational clinical trial of NGN-401 gene therapy for Rett syndrome; trial initiation activities underway Completed dosing in Phas

Neurogene Reports Second Quarter 2025 Financial Results and Highlights Recent Updates Announced design of Embolden™ registrational clinical trial of NGN-401 gene therapy for Rett syndrome; trial initiation activities underway Completed dosing in Phase 1/2 NGN-401 trial, and remains on track to report updated clinical efficacy and safety data in the second half of 2025 Cash runway into early 2028 NEW YORK – August 11, 2025 – Neurogene Inc.

June 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions

June 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Neurogene Announces Registrational Trial Design for Embolden™ Study of NGN-401 Gene Therapy for Rett Syndrome Written agreement from FDA for single-arm, open-label, baseline-controlled registrational trial evaluating composite primary endpoint of imp

Neurogene Announces Registrational Trial Design for Embolden™ Study of NGN-401 Gene Therapy for Rett Syndrome Written agreement from FDA for single-arm, open-label, baseline-controlled registrational trial evaluating composite primary endpoint of improvement in CGI-I and gain of developmental milestone/skill by video capture Written agreement from FDA to evaluate NGN-401 in females with Rett syndrome ages 3 years and older based on natural history study analysis Registrational trial initiation activities underway Phase 1/2 trial fully enrolled, with 5 participants dosed in 1H 2025, showing no evidence of HLH/hyperinflammatory syndrome at 1E15 vg dose Cash runway extended into early 2028 NEW YORK – June 30, 2025 – Neurogene Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 30, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi

Neurogene Inc. 2023 Employee Stock Purchase Plan, as amended on June 12, 2025

NEUROGENE INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose The purpose of this Neurogene Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee stock purchase plan” under Section 423 o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi

Neurogene Inc. 2023 Equity Incentive Plan, as amended on June 12, 2025

Exhibit 10.1 NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN 1.Purpose The purpose of this Neurogene Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Neurogene Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The objec

June 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions

June 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 9, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commiss

orm of Option Grant and Option Award Agreement for

Exhibit 10.2 Exh NEUROGENE INC. 2025 INDUCEMENT PLAN NEW HIRE EMPLOYEE GRANT NOTICE FOR NONQUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Neurogene Inc. (the “Company”), hereby grants to the Participant named below the Nonqualified Stock Option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. (Ex

Neurogene Reports First Quarter 2025 Financial Results and Highlights Recent Updates On track to provide registrational trial plan update for NGN-401 gene therapy for Rett syndrome in the first half of 2025 Continues to plan to provide clinical data

Neurogene Reports First Quarter 2025 Financial Results and Highlights Recent Updates On track to provide registrational trial plan update for NGN-401 gene therapy for Rett syndrome in the first half of 2025 Continues to plan to provide clinical data update from ongoing NGN-401 Phase 1/2 trial in the second half of 2025 Cash runway into the second half of 2027 NEW YORK – May 9, 2025 – Neurogene Inc.

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2024 ANNUAL REPORT Focusing on the Future of Life-Changing GENETIC MEDICINESwww.neurogene.com Rachel McMinn, Ph.D. Founder and Chief Executive Officer NGN-401 is an investigational gene therapy being developed as a one-time treatment for Rett syndrome. It is designed to deliver the full-length MECP2 gene to the areas of the brain and nervous system underlying Rett syndrome pathophysiology. NGN-401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registran

a2025agmnotice UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 14, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm

Amendment to Letter Agreement between Baker Bros. Advisors LP and Neurogene Inc.

April 14, 2025 c/o Baker Bros. Advisors LP 860 Washington St. – 3rd Fl. New York, NY 10014 Re: Amendment to July 17, 2023 Letter Agreement Ladies and Gentlemen: This amendment to the Letter Agreement (as defined below) (this “Amendment”) memorializes the agreement and understanding among Baker Bros. Advisors LP and/or one or more of its Affiliates (each, an “Investor” and together, the “Investors”

April 2, 2025

April 2, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Joshua Gorsky Re: Neurogene Inc. Registration Statement on Form S-3 (File No. 333-286057) Ladies and Gentlemen: Neurogene Inc. hereby respectfully requests that, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the effectiv

Neurogene Inc. 4,000,042 Shares Common Stock Offered by the Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283561 PROSPECTUS Neurogene Inc. 4,000,042 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of up to (i) 1,835,000 shares of our common stock, par value $0.000001 per share (“Common Stock”) and (i

LETTER

March 31, 2025 Rachel McMinn Chief Executive Officer Neurogene Inc. 535 W 24th St. 5th Floor New York, NY 10011 Re: Neurogene Inc. Registration Statement on Form S-3 Filed March 24, 2025 File No. 333-286057 Dear Rachel McMinn: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-363

Filing Fee Table.

Calculation of Filing Fee Tables Form S-3 (Form Type) Neurogene Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form T

Form of Option Grant Agreement and Option Grant Notice (

Exhibit 10.21 NON-EMPLOYEE DIRECTOR FORM NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN GRANT NOTICE FOR NONQUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Neurogene Inc. (the “Company”), hereby grants to the Participant named below the Nonqualified Stock Option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercis

As filed with the Securities and Exchange Commission on March 24, 2025

As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

As filed with the Securities and Exchange Commission on March 24, 2025

Table of Contents As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

trading policies and procedures

Exhibit 19.1 INSIDER TRADING POLICY dated March 13, 2024 I.INTRODUCTION Federal and state laws prohibit buying, selling, or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to others who trade. Tradi

of Option Grant Agreement and Option Grant Notice

Exhibit 10.20 Employee Form NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN GRANT NOTICE FOR INCENTIVE STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Neurogene Inc. (the “Company”), hereby grants to the Participant named below the Incentive Stock Option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per share,

xecutive Employment Agreement with Julie J

Exhibit 10.29 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of April 1, 2024 (the “Effective Date”), by and between Julie Jordan (“Executive”) and Neurogene Inc. (the “Company”). This Agreement supersedes in its entirety the offer letter dated as of December 22, 2023. WHEREAS, Executive is currently employed by the Company as its Chief Medi

ene 2025 Inducement Plan (Incorporated by reference to Exhibit 99.3 of the Registrant

Exhibit 99.3 NEUROGENE INC. 2025 INDUCEMENT PLAN 1. Purpose The purpose of this Neurogene Inc. 2025 Inducement Plan (the “Plan”) is to promote and closely align the interests of new employees, including new officers, of Neurogene Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best av

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) NEUROGENE INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity(2) Common stock, par value $0.

Form of Debt Indenture.

Exhibit 4.8 NEUROGENE INC. Debt Securities Indenture Dated as of , 202 [ ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 12.02 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 12.02 (d) 7.06 314(a) 4.03;

orm of Restricte

Exhibit 10.22 NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, Neurogene Inc., a Delaware corporation (the “Company”), hereby grants to the Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the Neurogene Inc. 2023 Equity Incentive Plan (the “Plan”). Each RSU repres

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 24, 2025 Neurogene Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 24, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm

As filed with the Securities and Exchange Commission on March 24, 2025

As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

March 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intention

March 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Neurogene Reports Fourth Quarter and Full Year 2024 Financial Results and Highlights Recent Updates Remains on track to provide regulatory update on registrational trial plans with NGN-401 for Rett syndrome in the first half of 2025 Continues to expe

Neurogene Reports Fourth Quarter and Full Year 2024 Financial Results and Highlights Recent Updates Remains on track to provide regulatory update on registrational trial plans with NGN-401 for Rett syndrome in the first half of 2025 Continues to expect to share additional interim clinical data from NGN-401 Phase 1/2 trial in the second half of 2025 Received PRIME designation for NGN-401 from the European Medicines Agency Cash runway into the second half of 2027 NEW YORK – March 24, 2025 – Neurogene Inc.

JOINT FILING AGREEMENT

EX-99 2 d11606484ex99-a.htm Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G Amendment No. 1 dated February 14, 2025 relating to the Common Stock, $0.000001 par value, of Neurogene Inc. shall be filed on behalf of the undersigned. CASDIN CAPITAL, LLC By: /s/ Eli Casdin Name: Eli Casdin Title: Managing Member CASDIN PARTNERS MASTER FUND, L.P. By: /s/ Eli Casdin Name: El

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 13, 2025 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Co

January 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intenti

January 2025 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Neurogene Inc. 4,000,042 Shares Common Stock Offered by the Selling Stockholders

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-283561 PROSPECTUS SUPPLEMENT (To Prospectus dated December 16, 2024) Neurogene Inc. 4,000,042 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of up to (i) 1,835,000 shares of ou

December 12, 2024

December 12, 2024 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

NGNE / Neurogene Inc. / COMMODORE CAPITAL LP Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Neurogene Inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 64135M105 (CUSIP Number) December 4, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

LETTER

December 9, 2024 Rachel McMinn Chief Executive Officer Neurogene Inc. 535 W 24th St. 5th Floor New York, NY 10011 Re: Neurogene Inc. Registration Statement on Form S-1 Filed December 2, 2024 File No. 333-283561 Dear Rachel McMinn: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. W

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Neurogene Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

As filed with the Securities and Exchange Commission on December 2, 2024

As filed with the Securities and Exchange Commission on December 2, 2024 Registration No.

NGNE / Neurogene Inc. / Samsara BioCapital, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2429716d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neurogene Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M 10 5 (CUSIP Number) November 25, 2024 (Date of Event Which Requires Filing of this Statement) Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Neurogene Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C

exclusive License Agreement between Neurogene Inc. and the

Exhibit 10.1 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NONEXCLUSIVE LICENSE AGREEMENT This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having p

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 18, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C

Neurogene Provides Update on NGN-401 Gene Therapy Clinical Trial for Rett Syndrome

Neurogene Provides Update on NGN-401 Gene Therapy Clinical Trial for Rett Syndrome NEW YORK – November 18, 2024 – Neurogene Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc.

Neurogene Reports Third Quarter 2024 Financial Results and Highlights Recent Updates Announced positive interim clinical data with 1E15 vg dose of NGN-401 gene therapy trial for Rett syndrome Neurogene to advance NGN-401 at 1E15 vg dose Expects to pr

Neurogene Reports Third Quarter 2024 Financial Results and Highlights Recent Updates Announced positive interim clinical data with 1E15 vg dose of NGN-401 gene therapy trial for Rett syndrome Neurogene to advance NGN-401 at 1E15 vg dose Expects to provide an update on registrational trial design in first half of 2025 Strong cash position provides runway into the second half of 2027 NEW YORK – November 18, 2024 – Neurogene Inc.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-3250exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a

NGNE / Neurogene Inc. / GREAT POINT PARTNERS LLC Passive Investment

SC 13G/A 1 greatpoint-ngne093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* NEUROGENE INC. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check th

NGNE / Neurogene Inc. / RTW INVESTMENTS, LP - NEUROGENE INC. Passive Investment

SC 13G 1 p24-3250sc13g.htm NEUROGENE INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M105 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40590

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40590 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

NGNE / Neurogene Inc. / JANUS HENDERSON GROUP PLC - JANUS AMENDMENT Passive Investment

SC 13G/A 1 Neurogene093024.txt JANUS AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 1* Name of Issuer: NEUROGENE INC. Title of Class of Securities: Common Stock CUSIP Number: 64135M105 Date of Event Which Requires Filing of this Statement: 9/30/2024 Check the appropriate box to designate the ru

NGNE / Neurogene Inc. / Cormorant Asset Management, LP Passive Investment

SC 13G/A 1 cormorant-ngne093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neurogene Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64135M105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

Neurogene Reports Positive Interim Efficacy Data from First Four Low-Dose Pediatric Participants in NGN-401 Gene Therapy Clinical Trial for Rett Syndrome All participants experienced a 2-point improvement in the clinician-rated Clinical Global Impres

Neurogene Reports Positive Interim Efficacy Data from First Four Low-Dose Pediatric Participants in NGN-401 Gene Therapy Clinical Trial for Rett Syndrome All participants experienced a 2-point improvement in the clinician-rated Clinical Global Impression-Improvement (CGI-I) scale from baseline All participants improved in the caregiver-completed Rett Syndrome Behavior Questionnaire (RSBQ), ranging

CONFIDENTIAL Interim Clinical Data from Phase 1/2 Trial Evaluating NGN-401 Gene Therapy for the Treatment of Rett Syndrome November 11, 2024 Disclaimer 2 Forward Looking Statements This communication contains forward-looking statements within the mea

CONFIDENTIAL Interim Clinical Data from Phase 1/2 Trial Evaluating NGN-401 Gene Therapy for the Treatment of Rett Syndrome November 11, 2024 Disclaimer 2 Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 Neurogene Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (C

NGNE / Neurogene Inc. / FMR LLC Passive Investment

SCHEDULE 13G Amendment No.0 NEUROGENE INC COMMON STOCK Cusip #64135M105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #64135M105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 731,771 Item 6: 0 Item 7: 731,801 Item 8: 0 Item 9: 731,801 Item 11: 5.632% Item 12

NGNE / Neurogene Inc. / Casdin Capital, LLC Passive Investment

SC 13G 1 d1151588813-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 64135M105 (CUSIP Number) November 4, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

, 2024, by and among the Company and each purchaser listed on the signature page thereto

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Form of Registration Rights Agreement

Confidential Final Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2024, is entered into by and among Neurogene Inc.

Neurogene Announces Oversubscribed $200 Million Private Placement Financing included participation from top-tier healthcare funds Proceeds expected to fund Company into the second half of 2027 Company to host webcast to review interim clinical data f

Neurogene Announces Oversubscribed $200 Million Private Placement Financing included participation from top-tier healthcare funds Proceeds expected to fund Company into the second half of 2027 Company to host webcast to review interim clinical data from Phase 1/2 trial of NGN-401 gene therapy for Rett syndrome on November 11 at 4:30 p.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 4, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Co

Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2024).

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 9, 2024 Neurogene Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 9, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. (Exa

Neurogene Reports Second Quarter 2024 Financial Results and Highlights Recent Updates NGN-401 gene therapy for Rett syndrome received RMAT designation from FDA based on preliminary clinical evidence indicating the potential to address unmet medical n

Neurogene Reports Second Quarter 2024 Financial Results and Highlights Recent Updates NGN-401 gene therapy for Rett syndrome received RMAT designation from FDA based on preliminary clinical evidence indicating the potential to address unmet medical needs NGN-401 selected for FDA START Program, also designed to accelerate development Interim NGN-401 efficacy data from Cohort 1 remains on track for 4Q:24 NEW YORK – August 9, 2024 – Neurogene Inc.

August 2024 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentio

August 2024 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Neurogene Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm

Neurogene Announces RMAT Designation for NGN-401 Investigational Gene Therapy for Rett Syndrome Designation based on preliminary clinical evidence from ongoing NGN-401 clinical trial that shows potential to address unmet medical needs in Rett syndrom

Neurogene Announces RMAT Designation for NGN-401 Investigational Gene Therapy for Rett Syndrome Designation based on preliminary clinical evidence from ongoing NGN-401 clinical trial that shows potential to address unmet medical needs in Rett syndrome RMAT designation provides an opportunity for an Accelerated Approval pathway under the 21st Century Cures Act, and is in addition to NGN-401’s selection by the FDA for the START Pilot Program NEW YORK – August 7, 2024 – Neurogene Inc.

US64049K2033 / Neoleukin Therapeutics, Inc. / BlackRock Inc. Passive Investment

us64135m1053070824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Neurogene Inc - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 64135m105 - (CUSIP Number) June 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

June 2024 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions

June 2024 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 21, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi

Neurogene Announces First Patient Dosed in High-Dose Cohort of NGN-401 Gene Therapy Clinical Trial for Rett Syndrome High-dose NGN-401 has been well-tolerated, and low-dose NGN-401 continues to show a favorable safety profile Interim safety data pres

Neurogene Announces First Patient Dosed in High-Dose Cohort of NGN-401 Gene Therapy Clinical Trial for Rett Syndrome High-dose NGN-401 has been well-tolerated, and low-dose NGN-401 continues to show a favorable safety profile Interim safety data presented at the International Rett Syndrome Foundation (IRSF) ASCEND Summit NEW YORK – June 18, 2024 – Neurogene Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi

Neurogene Announces NGN-401 Gene Therapy for Rett Syndrome Selected by FDA for START Pilot Program NGN-401 is one of only three CBER programs chosen by FDA NGN-401 was selected based on potential for clinical benefits and clinical development program

Neurogene Announces NGN-401 Gene Therapy for Rett Syndrome Selected by FDA for START Pilot Program NGN-401 is one of only three CBER programs chosen by FDA NGN-401 was selected based on potential for clinical benefits and clinical development program readiness START Program provides sponsors enhanced communications with FDA to accelerate development of rare disease therapies NEW YORK – June 3, 2024 – Neurogene Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Neurogene Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commis

024 (Incorporated by reference to Exhibit 10.1 to Registrant

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of April 1, 2024 (the “Effective Date”), by and between Rachel McMinn, PhD (“Executive”) and Neurogene Inc. (the “Company”). This Agreement supersedes in its entirety the employment letter dated as of January 7, 2019. WHEREAS, Executive is currently employed by the Company as its Ch

May 2024 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions

corpdeckmay24final May 2024 Corporate Presentation 2 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

d with the Securities and Exchange Commission on May 10, 2024).

Exhibit 10.3 AMENDED AND RESTATED CONSULTING AGREEMENT THIS AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”), made this 19th day of April 2024 is entered into by Neurogene Inc., a Nevada corporation (the “Company”) with offices at 535 West 24th Street, 5th Floor, New York, NY, 10011 and Stuart Cobb Consulting Ltd, a limited company registered at Office 8, Hardengreen Park, Eskbank, Midl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neurogene Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 10, 2024 Neurogene Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 10, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commis

Neurogene Reports First Quarter 2024 Financial Results and Highlights Recent Updates Presented favorable safety data from Phase 1/2 NGN-401 gene therapy trial for Rett syndrome at ASGCT Annual Meeting Received Australian HREC approval for NGN-401 tri

Neurogene Reports First Quarter 2024 Financial Results and Highlights Recent Updates Presented favorable safety data from Phase 1/2 NGN-401 gene therapy trial for Rett syndrome at ASGCT Annual Meeting Received Australian HREC approval for NGN-401 trial Remains on track to provide interim NGN-401 efficacy data from Cohort 1 in 4Q:24 Strong balance sheet with cash runway into 2H:26 NEW YORK – May 10, 2024 – Neurogene Inc.

s Quarterly Report on Form 10-Q filed with t

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of April 1, 2024 (the “Effective Date”), by and between Christine Mikail Cvijic (“Executive”) and Neurogene Inc. (the “Company”). This Agreement supersedes in its entirety the employment letter dated as of September 1, 2019. WHEREAS, Executive is currently employed by the Company as

Neurogene Presents Favorable Safety Data from Phase 1/2 Trial of NGN-401 Gene Therapy for Rett Syndrome during ASGCT Annual Meeting NGN-401 has been generally well-tolerated by first three patients dosed, with three to nine months of follow-up No sig

Neurogene Presents Favorable Safety Data from Phase 1/2 Trial of NGN-401 Gene Therapy for Rett Syndrome during ASGCT Annual Meeting NGN-401 has been generally well-tolerated by first three patients dosed, with three to nine months of follow-up No signs or symptoms of overexpression toxicity, including in one patient with a mild variant predicted to result in residual MeCP2 expression Neurogene remains on track to provide interim efficacy data from the trial in 4Q:24 NEW YORK – May 7, 2024 – Neurogene Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

ARS

Focusing on the Future of Life-Changing GENETIC MEDICINES 2023 Annual Reportwww.neurogene.com Rett syndrome is a rare, X-linked neurodevelopmental disorder that occurs almost exclusively in females, and leads to severe impairments, including in communication, ambulation, hand function, and breathing. There are no approved treatments available that address the underlying cause of the disease, which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation) (Commission File Numb

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm

Neurogene Announces Upcoming Presentation of Safety Data from Phase 1/2 Trial of NGN-401 Gene Therapy for Rett Syndrome at ASGCT Meeting NGN-401 has been generally well-tolerated by three patients with multiple months of follow-up

Neurogene Announces Upcoming Presentation of Safety Data from Phase 1/2 Trial of NGN-401 Gene Therapy for Rett Syndrome at ASGCT Meeting NGN-401 has been generally well-tolerated by three patients with multiple months of follow-up NEW YORK – April 22, 2024 – Neurogene Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation) (Commission File Numbe

Exhibit 4.

Exhibit 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our capital stock is intended as a summary only and therefore is not a complete description of our capital stock. This description is based upon, and is qualified by reference to, our amended and restated certificate of incorporation (as amended,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 18, 2024 Neurogene Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 18, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Comm

Compensation Recoupment (Clawback) Policy (Incorporated by reference to Exhibit 97.1 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2024).

Exhibit 97.1 NEUROGENE INC. COMPENSATION RECOUPMENT (CLAWBACK) POLICY Recoupment of Incentive-Based Compensation It is the policy of Neurogene Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities law

Neurogene Reports Fourth Quarter and Full Year 2023 Financial Results and Highlights Recent Updates Expanded Phase 1/2 gene therapy trial for Rett syndrome to inform future registrational study design; Company remains on track to share interim clinic

Exhibit 99.1 Neurogene Reports Fourth Quarter and Full Year 2023 Financial Results and Highlights Recent Updates Expanded Phase 1/2 gene therapy trial for Rett syndrome to inform future registrational study design; Company remains on track to share interim clinical data in 4Q:24 Strong financial position with runway into 2H:26 following reverse merger and private financing in December 2023 NEW YOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-363

Neurogene Announces Expansion and Plans for More Rapid Patient Enrollment of Rett Syndrome Gene Therapy Clinical Trial Ongoing Phase 1/2 clinical trial for NGN-401 to include additional patients in Cohort 1 and a dose-escalation cohort Both previousl

Exhibit 99.1 Neurogene Announces Expansion and Plans for More Rapid Patient Enrollment of Rett Syndrome Gene Therapy Clinical Trial Ongoing Phase 1/2 clinical trial for NGN-401 to include additional patients in Cohort 1 and a dose-escalation cohort Both previously planned updates are expected to provide a more robust dataset to inform future registrational trial design Removal of staggered dosing

Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions and expectations as to future plan

Exhibit 99.2 Corporate Presentation March 2024 Disclaimer Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current expecta

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 4, 2024 Neurogene Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or organization) (Commi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2024 NEUROGENE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36327 98-0542593 (State or Other Jurisdiction of Incorporation) (Commission File N

As filed with the Securities and Exchange Commission on February 20, 2024

As filed with the Securities and Exchange Commission on February 20, 2024 Registration No.

Neurogene Inc. 2023 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 99.3 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 20, 2024).

Exhibit 99.3 NEUROGENE INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The purpose of this Neurogene Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee stock purchase plan” under

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) NEUROGENE INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.000001 par va

Neurogene Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 99.2 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 20, 2024).

Exhibit 99.2 NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this Neurogene Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Neurogene Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The obje

Neurogene Inc. 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 99.1 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 20, 2024).

Exhibit 99.1 NEUROGENE INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better

NGNE / Neurogene Inc. / Cormorant Asset Management, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64135M105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

NGNE / Neurogene Inc. / Redmile Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245846d23sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) NEUROGENE inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t

NGNE / Neurogene Inc. / Samsara BioCapital, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M 10 5 (CUSIP Number) December 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Joint Filing Agreement

EX-99.1 2 tm245846d23ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.00000

NGNE / Neurogene Inc. / JANUS HENDERSON GROUP PLC - JHG PLC OWNS >5% Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 0* Name of Issuer: NEUROGENE INC. Title of Class of Securities: Common Stock CUSIP Number: 64135M105 Date of Event Which Requires Filing of this Statement: 12/31/2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund II, LP, Cormorant Private Healthcare GP II, LLC, Cormorant Private Healthcare Fund III, LP, Cormorant Private Healthcare GP III, LLC Cormorant Ass

NLTX / Neoleukin Therapeutics, Inc. / Lynx1 Capital Management LP - NEUROGENE INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neurogene Inc. (formerly known as Neoleukin Therapeutics, Inc.) (Name of Issuer) Common Stock, $0.000001 par value per share (Title of Class of Securities) 64049K104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

NGNE / Neurogene Inc. / EcoR1 Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neurogene Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M105 (CUSIP Number) December 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

NGNE / Neurogene Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2024 NEUROGENE INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2024 NEUROGENE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36327 98-0542593 (State or Other Jurisdiction of Incorporation) (Commission File Num

Disclaimer Forward Looking Statements This communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. T

EX-99.2 January 2024 Corporate Presentation Exhibit 99.2 Disclaimer Forward Looking Statements This communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These statements may discuss goals, intentions and expectations as to future plans, trends, ev

Neurogene Announces Business Update and 2024 Outlook DSMB clears third pediatric patient for dosing in ongoing NGN-401 Phase 1/2 clinical trial for Rett syndrome; On track to dose third pediatric patient in early 1Q:24 CTA clearance obtained from UK

EX-99.1 Exhibit 99.1 Neurogene Announces Business Update and 2024 Outlook DSMB clears third pediatric patient for dosing in ongoing NGN-401 Phase 1/2 clinical trial for Rett syndrome; On track to dose third pediatric patient in early 1Q:24 CTA clearance obtained from UK MHRA for NGN-401 Ended 2023 in a strong financial position with approximately $200 million in cash and runway into 2H:26 NEW YORK

NGNE / Neurogene Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

US64049K2033 / Neoleukin Therapeutics, Inc. / Redmile Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2333449d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) NEUROGENE inc. (f/k/a NEOLEUKIN THERAPEUTICS, INC.) (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 64135M105 (CUSIP Number) December 18, 2023 (Date of Event Which Requires Filing

Joint Filing Agreement

EX-99.1 2 tm2333449d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.00000

NGNE / Neurogene Inc. / McMinn Rachel - SC 13D Activist Investment

SC 13D 1 d585841dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Neurogene Inc. (Name of Issuer) Common Stock, $0.000001 Par Value Per Share (Title of Class of Securities) 64135M105 (CUSIP Number) Christine Mikail, J.D. President and Chief Financial Officer Neurogene Inc. 535 W 24th Street, 5th Floor Ne

NGNE / Neurogene Inc. / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

NEUROGENE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.4 NEUROGENE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of Neurogene’s financial condition and results of operations together with the section entitled “Neurogene’s Business” and Neurogene’s audited financial statements, unaudited financial statements and the related notes appearing elsewhere

Neurogene Inc. Condensed Balance Sheets (In Thousands, Except for Share Information) September 30, 2023 December 31, 2022 Assets Current Assets: Cash and cash equivalents $ 45,563 $ 82,021 Prepaid expenses and other current assets 3,568 2,698 Total c

Exhibit 99.3 Neurogene Inc. Condensed Balance Sheets (In Thousands, Except for Share Information) (Unaudited) September 30, 2023 December 31, 2022 Assets Current Assets: Cash and cash equivalents $ 45,563 $ 82,021 Prepaid expenses and other current assets 3,568 2,698 Total current assets 49,131 84,719 Deferred offering costs 3,056 — Property and equipment, net 17,863 20,115 Operating lease right-o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 NEUROGENE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 NEUROGENE INC. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation) (Commission File N

s Current Report on Form 8-K filed with the Securities and Exchange Commission on Dec

Exhibit 10.31 SECOND AMENDMENT TO THE CONSULTING AGREEMENT BETWEEN NEUROGENE INC. AND STUART COBB CONSULTING, LTD. THIS SECOND AMENDMENT TO THE CONSULTING AGREEMENT (the “Amendment”) is entered and made effective as of January 1, 2020 (the “Amendment Effective Date”), by and between Neurogene Inc., a Delaware corporation having a place of business at 535 West 24th Street, 5th Floor, New York, NY 1

Consulting Agreement, dated December 12, 2018, by and between Neurogene Inc. and Stuart Cobb Consulting Ltd.

Exhibit 10.29 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”), made this 12th day of December 2018 is entered into by Neurogene Inc., a Delaware corporation (the “Company”) with offices at 10A 551 w21 street, New York, NY, 10011 and Stuart Cobb Consulting Ltd, a limited company registered at Office 8, Hardengreen Park, Eskbank, Midlothian, Scotland EH22 3NX. (the “Consultant”). IN

Fourth Amendment to the Consulting Agreement, dated January 1, 2023, by and between Neurogene Inc. and Stuart Cobb Consulting Ltd.

Exhibit 10.33 FOURTH AMENDMENT TO THE CONSULTING AGREEMENT BETWEEN NEUROGENE INC. AND STUART COBB CONSULTING, LTD. THIS FOURTH AMENDMENT TO THE CONSULTING AGREEMENT (the “Amendment”) is entered and made effective as of January 1, 2023 (the “Amendment Effective Date”), by and between Neurogene Inc., a Delaware corporation having a place of business at 535 West 24th Street, 5th Floor, New York, NY 1

Code of Business Conduct and Ethics of Neurogene Inc.

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS (dated December 18, 2023) I. INTRODUCTION This Code of Business Conduct and Ethics (this “Code”) provides a general statement of the expectations of Neurogene Inc. (the “Company”) regarding the ethical standards to which each director, officer and employee should adhere while acting on behalf of the Company. You are expected to read and become famil

Form of Indemnification Agreement entered into between Neurogene Inc. and each of its directors and its executive officers (Incorporated by reference to Exhibit 10.20 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023).

Exhibit 10.20 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of by and between Neurogene Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company. RECITALS WHEREAS, the Board of Directors of the Com

Inc. and Stuart Cobb Consulting Ltd. (Incorporated by reference to Exhibit 10.32 to Registrant

Exhibit 10.32 THIRD AMENDMENT TO THE CONSULTING AGREEMENT BETWEEN NEUROGENE INC. AND STUART COBB CONSULTING, LTD. THIS THIRD AMENDMENT TO THE CONSULTING AGREEMENT (the “Amendment”) is entered and made effective as of April 1, 2022 (the “Amendment Effective Date”), by and between Neurogene Inc., a Delaware corporation having a place of business at 535 West 24th Street, 5th Floor, New York, NY 10011

Consulting Agreement, dated December 17, 2023, by and between Neoleukin Therapeutics, Inc. and Donna Cochener.

Exhibit 10.26 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into as of December 17, 2023, between Neoleukin Therapeutics, Inc., a Delaware corporation, having its principal place of business at 188 East Blaine Steet, Suite 450, Seattle, WA 98102 (“Company”), and Donna Cochener, an individual whose address is [**] (“Consultant”), and shall be effective concurrently with th

Amended and Restated Certificate of Incorporation of the Company, filed December 18, 2023 (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023)

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEUROGENE INC. (a Delaware Corporation) Neurogene Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that: ONE: The current name of the Company is Neurogene Inc. The Company’s original Certificate of Incorporation was filed with the Secretary of State of the State of D

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.5 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 18, 2023, Neoleukin Therapeutics, Inc. (“Neoleukin”) consummated the previously announced reverse asset purchase pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated July 17, 2023, by and among Neoleukin, Project North Merger Sub, Inc. (“Merger Sub”), and Neurogene Inc

Neurogene Inc. 2023 Equity Incentive Plan.

Exhibit 10.21 NEUROGENE INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this Neurogene Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Neurogene Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The obj

Neurogene Doses First Patients in Phase 1/2 Trial of NGN-401 for the Treatment of Female Pediatric Patients with Rett Syndrome Two pediatric patients with Rett syndrome dosed in the United States with NGN-401, Neurogene’s lead gene therapy product ca

Exhibit 99.1 Neurogene Doses First Patients in Phase 1/2 Trial of NGN-401 for the Treatment of Female Pediatric Patients with Rett Syndrome Two pediatric patients with Rett syndrome dosed in the United States with NGN-401, Neurogene’s lead gene therapy product candidate leveraging its proprietary EXACT gene regulation technology NGN-401 has been well-tolerated to date with no treatment-emergent or

Employment Letter, dated January 7, 2019, by and between Neurogene Inc. and Rachel McMinn.

Exhibit 10.28 NEUROGENE, Inc Suite 1002, 434 w33rd Street New York, NY 10001 January 7, 2019 Rachel McMinn, Ph.D. Re: Memorialization of Employment Terms Dear Rachel: As part of the Series A financing arrangements, I am writing to memorialize your employment terms and confirm your mutully agreed compensation and benefits to investors and the future board nominees. Neurogene, Inc (the “Company”), h

Neurogene Inc. 2023 Employee Stock Purchase Plan.

Exhibit 10.22 NEUROGENE INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The purpose of this Neurogene Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee stock purchase plan” unde

Employment Letter, dated September 1, 2019, by and between Neurogene Inc. and Christine Mikail Cvijic.

Exhibit 10.27 September 1, 2019 Christine Mikail Cvijic Re: Employment Terms Dear Christine, Neurogene Inc. (the “Company”), is pleased to offer you full-time employment in the exempt position of President, effective as of September 3, 2019, in which you will be responsible for such duties as are normally associated with such position or as otherwise determined by the Chief Executive Officer or Bo

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Neurogene Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEOLEUKIN THERAPEUTICS, INC. NEOLEUKIN THERAPEUTICS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows: FIRST: The current name of the Company is Neoleukin Therapeutics, Inc. The Company’s original Certificate of Incorporation wa

Consulting Ltd. (Incorporated by reference to Exhibit 10.30 to Registrant

Exhibit 10.30 FIRST AMENDMENT TO THE CONSULTING AGREEMENT BETWEEN NEUROGENE INC. AND STUART COBB CONSULTING, LTD. THIS FIRST AMENDMENT TO THE CONSULTING AGREEMENT (the “Amendment”) is entered and made effective as of July 13, 2020 (the “Amendment Effective Date”), by and between Neurogene Inc., a Delaware corporation having a place of business at 535 West 24th Street, 5th Floor, New York, NY 10011

Form of Separation Agreement, by and between Neoleukin Therapeutics, Inc. and Sean Smith.

Exhibit 10.24 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made and entered into by and between Sean Smith (“Employee”) and Neoleukin Therapeutics, Inc. (the “Company”). The parties agree as follows: 1. Separation Date. Employee acknowledges that the last date of Employee’s employment relationship with or service to the Company or any of its Affiliat

Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023).

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF NEUROGENE INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Neurogene Inc., a Delaware corporation (the “Corporation”), shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). Sec

List of Subsidiaries of Neurogene Inc. (Incorporated by reference to Exhibit 21.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023).

Exhibit 21.1 Subsidiaries of Neurogene Inc. Neurogene Inc., a Nevada corporation

Amendment 1 to the Master Research Collaboration Agreement, dated November 29, 2023, by and between Neurogene Inc. and The University Court of The University of Edinburgh (Incorporated by reference to Exhibit 10.19 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023).

Exhibit 10.19 AMENDMENT 1 TO MASTER RESEARCH COLLABORATION AGREEMENT This Amendment 1 dated as of the last date of signature of the Parties hereto (“Amendment 1”) is made between: THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH, a charitable body registered in Scotland under registration number SC005336, incorporated under the Universities (Scotland) Acts and having its main administrative off

Contingent Value Rights Agreement, dated December 18, 2023, by and among Neoleukin Therapeutics, Inc., Equiniti Trust Company, LLC and Donna Cochener (Incorporated by reference to Exhibit 10.6 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023).

Exhibit 10.6 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2023, is entered into by and among Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), Equiniti Trust Company, LLC, a New York limited liability trust company, as the Rights Agent, and Donna Cochener as the Lease Representative. RECITALS WHEREAS, the

Neurogene Announces Closing of Merger with Neoleukin Therapeutics and Concurrent Private Placement of $95 million Neurogene focused on advancing Phase 1/2 trial for NGN-401, a differentiated clinical stage gene therapy to treat Rett syndrome using it

Exhibit 99.2 Neurogene Announces Closing of Merger with Neoleukin Therapeutics and Concurrent Private Placement of $95 million Neurogene focused on advancing Phase 1/2 trial for NGN-401, a differentiated clinical stage gene therapy to treat Rett syndrome using its EXACT technology; interim clinical data expected in 4Q24 Two patients successfully dosed with NGN-401, which has been well tolerated to

Form of Separation Agreement, by and between Neoleukin Therapeutics, Inc. and Donna Cochener (Incorporated by reference to Exhibit 10.23 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023).

Exhibit 10.23 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made and entered into by and between Donna Cochener (“Employee”) and Neoleukin Therapeutics, Inc. (the “Company”). The parties agree as follows: 1. Separation Date. Employee acknowledges that the last date of Employee’s employment relationship with or service to the Company or any of its Affi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 6, 2023 Neoleukin Therap

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 6, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 6, 2023 Neoleukin Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 6, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2023 Neoleukin Thera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2023 Neoleukin Thera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or or

Form of Revised CVR Agreement

Exhibit 10.1 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December [●], 2023, is entered into by and among Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), Equiniti Trust Company, LLC, a New York limited liability trust company, as the Rights Agent, and Donna Cochener as the Lease Representative. RECITALS WHEREAS, the

Neurogene Doses First Patients in Phase 1/2 Trial of NGN-401 for the Treatment of Female Pediatric Patients with Rett Syndrome Two pediatric patients with Rett syndrome dosed in the United States with NGN-401, Neurogene’s lead gene therapy product ca

Filed by Neoleukin Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Neoleukin Therapeutics, Inc. Filer’s SEC File No.: 001-36327 Date: November 30, 2023 This filing relates to the proposed merger of Neurogene Inc., a Delaware corporation (“Neurogene”), with Project North Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neoleukin Therapeutics, Inc.

REDACTED EXHIBIT

November 13, 2023 Donna M. Cochener, Esq. Interim Chief Executive Officer and General Counsel Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, WA 98102 Re: Neoleukin Therapeutics, Inc. Registration Statement on Form S-4 Exhibit Nos. 10.29, 10.30, 10.31, 10.32, 10.33, 10.34 Filed August 21, 2023 File No. 333-274095 Dear Donna M. Cochener: We have concluded our assessment of y

Consent of Leerink Partners LLC.

Exhibit 99.10 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated July 17, 2023, to the Board of Directors of Neoleukin Therapeutics, Inc., included as Annex E to the proxy statement/prospectus which forms a part of Amendment No. 3 to the Registration Statement on Form S-4 of Neoleukin Therapeutics, Inc., to be filed on the date hereof, and to the references to

NEOLEUKIN THERAPEUTICS, INC. 188 East Blaine Street, Suite 450 Seattle, Washington 98102 November 8, 2023

NEOLEUKIN THERAPEUTICS, INC. 188 East Blaine Street, Suite 450 Seattle, Washington 98102 November 8, 2023 VIA EDGAR – ACCELERATION REQUEST U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3628 Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller Re: Neoleukin Therapeutics, Inc. – Registrati

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No. 333-2740 9 5 U N ITED STATES SECURITIES A N D EXCHANGE COMMISS I O N Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURIT

Table of Contents As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

License Agreement, dated March 4, 2022, by and between The University Court of the University of Edinburgh and Neurogene Inc.

Exhibit 10.31 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENCE AGREEMENT between THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH and NEUROGENE INC. University of Edinburgh Legal Services Old College South Bridge Edinburgh, E

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401 Union street 5th Floor Seattle, WA 98101 206.389.4510 Fenwick.com November 8, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3628 Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller Re: Neoleukin Therapeutics, Inc. Amendment No. 2 to Registration Statement on Form S-4

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401 Union Street 5th Floor Seattle, WA 98101 206.389.4510 Fenwick.com October 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3628 Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller Re: Neoleukin Therapeutics, Inc. Amendment No. 1 to Registration Statement on Form S-4

As filed with the Securities and Exchange Commission on October 18, 2023 Registration No. 333-274095 U N ITED STATES SECURITIES A N D EXCHANGE COMMISS I O N Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIE

Table of Contents As filed with the Securities and Exchange Commission on October 18, 2023 Registration No.

Consent of Leerink Partners LLC.

Exhibit 99.11 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated July 17, 2023, to the Board of Directors of Neoleukin Therapeutics, Inc., included as Annex E to the proxy statement/prospectus which forms a part of Amendment No. 2 to the Registration Statement on Form S-4 of Neoleukin Therapeutics, Inc., to be filed on the date hereof, and to the references to

NLTX / Neoleukin Therapeutics Inc / BAKER BROS. ADVISORS LP - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

LETTER

United States securities and exchange commission logo October 10, 2023 Donna Cochener, Esq.

REDACTED EXHIBIT

October 10, 2023 Donna M. Cochener, Esq. Interim Chief Executive Officer and General Counsel Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, WA 98102 Re: Neoleukin Therapeutics, Inc. Registration Statement on Form S-4 Exhibit Nos. 10.29, 10.30, 10.31, 10.32, 10.33 and 10.34 Filed August 21, 2023 File No. 333-274095 Dear Donna M. Cochener: You have redacted information from

2

425 Filed by Neoleukin Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Neoleukin Therapeutics, Inc. Filer’s SEC File No.: 001-36327 Date: October 5, 2023 This filing relates to the proposed merger of Neurogene Inc., a Delaware corporation (“Neurogene”), with Project North Me

License Agreement, dated March 4, 2022, by and between The University Court of the University of Edinburgh and Neurogene Inc. (Incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023).

Exhibit 10.31 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENCE AGREEMENT between THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH and NEUROGENE INC. University of Edinburgh Legal Services Old College South Bridge Edinburgh, E

Consent of Leerink Partners LLC.

Exhibit 99.11 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated July 17, 2023, to the Board of Directors of Neoleukin Therapeutics, Inc., included as Annex E to the proxy statement/prospectus which forms a part of Amendment No. 1 to the Registration Statement on Form S-4 of Neoleukin Therapeutics, Inc., to be filed on the date hereof, and to the references to

As filed with the Securities and Exchange Commission on September 28, 2023 Registration No. 333-274095 UNITED STATES SECURITIES AND EXCHANGE COMMISS I O N Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES

Table of Contents As filed with the Securities and Exchange Commission on September 28, 2023 Registration No.

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September 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3628 Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller Re: Neoleukin Therapeutics, Inc.   Registration Statement on Form S-4   Filed on August 21, 2023   File No. 333-274095 Ladies and Gentlemen: We are submitt

Option Agreement, dated January 7, 2020, by and between Neurogene Inc. and the University Court of the University of Edinburgh (Incorporated by reference to Exhibit 10.30 to Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023).

EX-10.30 Exhibit 10.30 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OPTION AGREEMENT between The University Court of the University of Edinburgh and Neurogene Inc. Edinburgh Innovations Ltd Murchison House 10 Max Born Crescent Edinb

Master Research Collaboration Agreement, dated December 4, 2020, by and between Neurogene Inc. and The University Court of The University of Edinburgh (Incorporated by reference to Exhibit 10.29 to Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023).

EX-10.29 Exhibit 10.29 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MASTER RESEARCH COLLABORATION AGREEMENT This Master Research Collaboration Agreement (“Agreement”) dated 4 December 2020 (the “Effective Date”) is entered into by a

Consent of Robert Keith Woods to serve as a director of Neoleukin Therapeutics, Inc., to be renamed Neurogene Inc.

Exhibit 99.10 Keith Woods c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby co

el Hill and Neurogene Inc. (Incorporated by refere

Exhibit 10.32 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT This exclusive license agreement (“Agreement”) is entered into this 16th day of May, 2019 (the “Effective Date”) between The University of North

Non-Exclusive License Agreement, dated September 30, 2020, by and between Neurogene Inc. and Virovek, Inc. (Incorporated by reference to Exhibit 10.33 to the Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023).

Exhibit 10.33 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NON-EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of September 30, 2020 (the “Effective Date”), by and between NEURO

Lease Agreement, dated August 4, 2019, by and between Stella Link Investments, Ltd. and Neurogene Inc as amended by that certain First Amendment to Lease Agreement, dated September 17, 2020, by and between Stella Link Investments, Ltd. and Neurogene Inc. (Incorporated by reference to Exhibit 10.35 to Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023).

Exhibit 10.35 LEASE AGREEMENT STELLA LINK INVESTMENTS, LTD. Landlord TO NEUROGENE INC. Tenant LEASE AGREEMENT INDEX ARTICLE TITLE ARTICLE I. BASIC LEASE PROVISIONS AND LIST OF EXHIBITS 2 ARTICLE II. LEASED PREMISES;TERM; CONSTRUCTION 4 ARTICLE III. RENT AND SECURITY DEPOSIT 6 ARTICLE IV. COMMON AREA 7 ARTICLE V. USE AND CARE OF PREMISES 9 ARTICLE VI. MAINTENANCE AND REPAIR OF PREMISES 11 ARTICLE V

Non-Exclusive License Agreement, dated January 19, 2023, by and between Sigma-Aldrich Co. LLC and Neurogene Inc. (Incorporated by reference to Exhibit 10.34 to the Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023).

EX-10.34 Exhibit 10.34 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NON-EXCLUSIVE LICENSE AGREEMENT This Non-Exclusive License Agreement (“Agreement”) is entered by and between Sigma-Aldrich Co. LLC, 3050 Spruce Street, St. Louis, M

Sublease Agreement, dated May 16, 2019, by and between GPB Capital Holdings, LLC and Neurogene Inc., as amended and assumed pursuant to that certain Assumption and Attornment of Lease and Release Agreement, dated July 30, 2021, by and among GTM Associates, LLC, GPB Capital Holdings, LLC and Neurogene Inc., as further amended by that certain Amendment to Attorned Sublease, dated February 22, 2022, by and between GTM Associates, LLC and Neurogene Inc. (Incorporated by reference to Exhibit 10.36 to Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023).

Exhibit 10.36 SUBLEASE BETWEEN GPB CAPITAL HOLDINGS, LLC SUBLANDLORD AND NEUROGENE INC. SUBTENANT Subleased Premises: Entire 5th Floor 535 West 24th Street New York, New York Table of Contents Article Page No. 1. Premises; Term 2 2. Annual Fixed Rent and Additional Rent 4 3. Furniture 6 4. Incorporation of Overlease 6 5. Condition of Premises 8 6. Services 9 7. Overlease 10 8. Subordination 11 9.

Neoleukin Therapeutics Announces 1-for-5 Reverse Stock Split

Neoleukin Therapeutics Announces 1-for-5 Reverse Stock Split SEATTLE, Washington, September 22, 2023 – Neoleukin Therapeutics, Inc.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Neoleukin Therapeutics, Inc.

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEOLEUKIN THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 22, 2023 Neoleukin Ther

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 22, 2023 Neoleukin Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36327 98-0542593 (State or other jurisdiction of incorporation or o

LETTER

United States securities and exchange commission logo September 18, 2023 Donna Cochener, Esq.

Consent of Rohan Palekar to serve as a director of Neoleukin Therapeutics, Inc., to be renamed Neurogene Inc.

Exhibit 99.4 Rohan Palekar c/o Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, Washington 98102 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connec

Consent of Robert Baffi to serve as a director of Neoleukin Therapeutics, Inc., to be renamed Neurogene Inc.

Exhibit 99.8 Robert Baffi c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby co

As filed with the Securities and Exchange Commission on August 18, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISS I O N Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOLEUKIN THERAP

Table of Contents As filed with the Securities and Exchange Commission on August 18, 2023 Registration No.

Consent of Srdjan Stankovic to serve as a director of Neoleukin Therapeutics, Inc., to be renamed Neurogene Inc.

Exhibit 99.7 Srdjan Stankovic c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereb

List of Subsidiaries of Neoleukin Therapeutics, Inc. (previously filed as Exhibit 21.1 to the Registration Statement on Form S-4 of Neoleukin Therapeutics, Inc. filed with the Securities and Exchange Commission on August 21, 2023)

Exhibit 21.1 LIST OF SUBSIDIARIES OF NEOLEUKIN THERAPEUTICS, INC. Subsidiaries Incorporation None

Consent of Sarah Noonberg to serve as a director of Neoleukin Therapeutics, Inc., to be renamed Neurogene Inc.

Exhibit 99.5 Sarah Noonberg, MD, PhD c/o Neoleukin Therapeutics, Inc. 188 East Blaine Street, Suite 450 Seattle, Washington 98102 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

Consent of Cory Freedland to serve as a director of Neoleukin Therapeutics, Inc., to be renamed Neurogene Inc.

Exhibit 99.6 Cory Freedland c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby

Consent of Leerink Partners LLC.

Exhibit 99.10 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated July 17, 2023, to the Board of Directors of Neoleukin Therapeutics, Inc., included as Annex E to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 of Neoleukin Therapeutics, Inc., to be filed on the date hereof, and to the references to such opinion in su

Consent of Rachel McMinn to serve as a director of Neoleukin Therapeutics, Inc., to be renamed Neurogene Inc.

Exhibit 99.9 Rachel McMinn, Ph.D. c/o Neurogene Inc. 535 W 24th Street, 5th Floor New York, NY 10011 Consent to Reference in Proxy Statement/Prospectus Neoleukin Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I h

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) NEOLEUKIN THERAPEUTICS, INC.

NLTX / Neoleukin Therapeutics Inc / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 001-36327 Neoleukin Therapeutics, Inc.

NLTX / Neoleukin Therapeutics Inc / Redmile Group, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NEOLEUKIN THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 64049K104 (CUSIP Number) Redmile Group, LLC Attn: Jennifer Ciresi One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 (415) 489-9980 (

Company Stockholder Support Agreement, dated July 17, 2023, by and among Neurogene Inc., Neoleukin Therapeutics, Inc., and RAF, L.P.

EX-99.3 4 tm2322134d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Execution Version FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of t

Company Stockholder Support Agreement, dated July 17, 2023, by and among Neurogene Inc., Neoleukin Therapeutics, Inc., and Redmile Biopharma Investments I, L.P.

Exhibit 99.4 Execution Version FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but

Joint Filing Agreement, dated as of July 27, 2023, by and among Redmile Group, LLC and Jeremy C. Green.

EX-99.1 2 tm2322134d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common stock, $0.00000