ngne-20250331

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


☐			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 5, 2025, there were 14,262,066 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	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

Part II	Other Information	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	84
Item 3.	Defaults Upon Senior Securities	84
Item 4.	Mine Safety Disclosures	84
Item 5.	Other Information	85
Item 6.	Exhibits	86
Signatures		87

Table of Contents

Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements

Neurogene Inc.

Condensed Consolidated Balance Sheets

(In Thousands, Except Share Information)

(Unaudited)


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	70,771	$	136,586
Short-term investments	221,831		175,819
Prepaid expenses and other current assets	3,796		3,518
Total current assets	296,398		315,923
Property and equipment, net	14,807		15,422
Operating lease right-of-use assets	2,803		3,000
Finance lease right-of-use assets	58		71
Restricted cash	339		339
Other non-current assets	896		975
Total assets	$	315,301	$	335,730

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	3,063	$	1,336
Accrued expenses and other current liabilities	6,849		9,731
Operating lease liabilities, current	3,036		2,945
Finance lease liabilities, current	48		54
Contingent value rights liability, current	1,098		1,091
Total current liabilities	14,094		15,157
Operating lease liabilities, non-current	8,606		9,403
Finance lease liabilities, non-current	17		26
Contingent value rights liability, non-current	738		718
Other liabilities	51		51
Total liabilities	23,506		25,355
Stockholders' equity:
Preferred stock, $0.000001 par value; 50,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024	—		—
Common stock, $0.000001 par value; 450,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 14,929,566 and 14,854,725 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	576,740		572,673
Accumulated deficit	(284,945)		(262,298)
Total stockholders' equity	291,795		310,375
Total liabilities and stockholders' equity	$	315,301	$	335,730

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

-1-

Table of Contents

Neurogene Inc.

Condensed Consolidated Statements of Operations

(In Thousands, Except Share Information)

(Unaudited)


	Three Months Ended March 31,
	2025		2024

Operating expenses:
Research and development expenses	$	17,760	$	13,541
General and administrative expenses	8,159		5,238
Total operating expenses	25,919		18,779
Loss from operations	(25,919)		(18,779)
Other income (expense):
Interest income	3,206		2,320
Interest expense	(2)		(3)
Other income	148		143
Other expense	(80)		(602)
Net loss	$	(22,647)	$	(16,921)

Per share information:
Net loss per share, basic and diluted	$	(1.08)	$	(1.00)
Weighted-average shares of common stock outstanding, basic and diluted	20,996,287		16,903,735

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

-2-

Table of Contents

Neurogene Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(In Thousands, Except Share Information)

(Unaudited)


	Common Stock			Additional Paid- In Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Amount		Amount		Amount
Balance- December 31, 2024	14,854,725	$	—	$	572,673	$	(262,298)	$	310,375
Stock-based compensation expense	—	—		4,048		—		4,048
Common stock issued upon exercise of stock options	1,683	—		19		—		19
Common stock issued upon vesting of restricted stock units	73,158	—		—		—		—
Net loss	—	—		—		(22,647)		(22,647)
Balance- March 31, 2025	14,929,566	$	—	$	576,740	$	(284,945)	$	291,795


	Common Stock			Additional Paid- In Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Amount		Amount		Amount
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

SEC Form 10-Q filed by Neurogene Inc.