ngne-20240331

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


☐			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

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Neurogene Inc.

__________________________________

(Exact name of registrant as specified in its charter)


Delaware									98-0542593
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

535 W 24th St. 5th Floor New York, NY									10011
(Address of principal executive offices)									(Zip Code)

(855) 508-3568

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.000001 per share	NGNE	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ☒

As of May 6, 2024, there were 12,980,289 shares of the registrant’s common stock outstanding.

Table of Contents


		Page

Part I	Financial Information	1
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

Part II	Other Information	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 3.	Defaults Upon Senior Securities	70
Item 4.	Mine Safety Disclosures	70
Item 5.	Other Information	70
Item 6.	Exhibits	71
Signatures		72

Part I - Financial Information

Item 1. Condensed Financial Statements

Neurogene Inc.

Condensed Consolidated Balance Sheets

(In Thousands, Except Share Information)

(Unaudited)


	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	150,140	$	148,210
Short-term investments	19,393		48,947
Prepaid expenses and other current assets	4,608		3,191
Total current assets	174,141		200,348
Property and equipment, net	16,475		17,174
Operating lease right-of-use assets	3,565		3,681
Finance lease right-of-use assets	87		98
Restricted cash	339		508
Other non-current assets	743		764
Total assets	$	195,350	$	222,573

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	1,522	$	2,596
Accrued expenses and other current liabilities	6,824		17,495
Operating lease liabilities, current	2,670		2,559
Finance lease liabilities, current	43		42
Lease contingent value rights liability, current	430		281
Intellectual property contingent value rights liability	329		—
Total current liabilities	11,818		22,973
Operating lease liabilities, non-current	11,642		12,302
Finance lease liabilities, non-current	53		65
Lease contingent value rights liability, non-current	857		1,006
Other liabilities	203		203
Total liabilities	24,573		36,549
Stockholders' equity:
Preferred stock, $0.000001 par value; 50,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023	—		—
Common stock, $0.000001 par value; 450,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 12,860,995 and 12,823,665 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	—		—
Additional paid-in capital	374,852		373,178
Accumulated deficit	(204,075)		(187,154)
Total stockholders' equity	170,777		186,024
Total liabilities and stockholders' equity	$	195,350	$	222,573

The accompanying notes are an integral part of these condensed consolidated financial statements.

-1-

Neurogene Inc.

Condensed Consolidated Statements of Operations

(In Thousands, Except Share Information)

(Unaudited)


	Three Months Ended March 31,
	2024		2023
Operating expenses:
Research and development expenses	$	13,541	$	10,283
General and administrative expenses	5,238		2,752
Total operating expenses	18,779		13,035
Loss from operations	(18,779)		(13,035)
Other income (expense):
Interest income	2,320		777
Interest expense	(3)		(2)
Other income	143		-
Other expense	(602)		(3)
Net loss	$	(16,921)	$	(12,263)

Per share information: (1)
Net loss per share, basic and diluted	$	(1.00)	$	(28.28)
Weighted-average shares of common stock outstanding, basic and diluted	16,903,735		433,623

(1) For the three months ended March 31, 2023, net loss per share information is presented for the Company’s then outstanding Class A common stock. For the three months ended March 31, 2024, net loss per share information is presented for the Company’s common stock. See Note 1, Reverse Merger and Pre-Closing Financing and Note 3, Net Loss Per Share Attributable to Common Stockholders, for additional information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

-2-

Neurogene Inc.

Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(In Thousands, Except Share Information)

(Unaudited)


	Convertible Preferred Stock									Stockholders' Equity
	Series A-1 Convertible Preferred Stock			Series A-2 Convertible Preferred Stock			Series B Convertible Preferred Stock			Preferred Stock			Class A Common Stock			Class B Common Stock			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid- In Capital		Accumulated Deficit		Total Stockholders' Equity
Balance- December 31, 2023	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	12,823,665	$	—	$	373,178	$	(187,154)	$	186,024
Stock-based compensation expense	—	—		—	—		—	—		—	—		—	—		—	—		—	—		1,045		—		1,045
Common stock issued upon exercise of stock options	—	—		—	—		—	—		—	—		—	—		—	—		37,330	—		629		—		629
Net loss	—	—		—	—		—	—		—	—		—	—		—	—		—	—		—		(16,921)		(16,921)
Balance- March 31, 2024	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	12,860,995	$	—	$	374,852	$	(204,075)	$	170,777


	Convertible Preferred Stock									Stockholders' Deficit
	Series A-1 Convertible Preferred Stock			Series A-2 Convertible Preferred Stock			Series B Convertible Preferred Stock			Preferred Stock			Class A Common Stock			Class B Common Stock			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid- In Capital		Accumulated Deficit		Total Stockholders' Deficit
Balance- December 31, 2022	18,604,653	$	34,414	13,291,208	$	28,675	74,405,719	$	181,277	—	$	—	428,334	$	—	—	$	—	—	$	—	$	5,098	$	(150,837)	$	(145,739)
Stock-based compensation expense	—	—		—	—		—	—		—	—		—	—		—	—		—	—		293		—		293
Class A common stock issued upon exercise of stock options	—	—		—	—		—	—		—	—		13,532	—		—	—		—	—		112		—		112

SEC Form 10-Q filed by Neurogene Inc.