enGene Holdings (now enGene Therapeutics) expands Hercules loan to up to $125 million

The amended loan

enGene Holdings Inc., now enGene Therapeutics Inc. (Nasdaq: ENGN), signed a Second Amendment on January 20, 2026 to its loan and security agreement with Hercules Capital, Inc. Hercules is agent and lender, and the other lenders are "banks and other financial institutions or entities" that are party to the agreement. The amendment raises the term loan facility from $50 million to up to $125 million, released in tranches, and extends the maturity. The loans mature on January 1, 2030. The first advance of $25 million was issued at closing to refinance in full the term loans outstanding under the prior agreement. The 8-K does not state how much those prior loans came to. The rest of the facility depends on conditions. Up to $35 million is available after a clinical milestone is reached and other conditions are met, through March 31, 2027. Two tranches of up to $20 million each depend on an approval milestone and a commercial milestone. Those run through the earlier of 90 days after each milestone and December 15, 2027 for the first, and December 15, 2028 for the second. A further uncommitted tranche of up to $25 million needs the lenders' investment committee to approve it. The 8-K leaves the clinical, approval and commercial milestones as defined terms of the agreement.

The cost of the money

Cash interest is payable monthly at the greater of the Wall Street Journal prime rate plus 2.25% and 9.25%. The prime-based rate is capped at 10.25%. An end of term fee of 5.95% of the principal advanced is due when the secured obligations become payable, and each advance carries a facility charge of 0.50% to 0.75% of the amount advanced. The borrower has granted Hercules a security interest senior to any current and future debts and covering all of the borrowers' personal property and other assets, including intellectual property, subject to limited exceptions. The lenders also receive warrants with each advance. The warrants equal 1.50% of the principal divided by an exercise price of $9.18, which the 8-K says equals the three-day volume weighted average price before the closing date. At closing the company issued 40,850 warrants. The 8-K says the maximum that can ever be issued is 204,248, based on the full $125,000,000 commitment. Warrants for common shares add to the share count if they are exercised.

The company and its finances

enGene Holdings is incorporated in British Columbia and gave its address as Saint-Laurent, Quebec. The 10-K filed on December 22, 2025 lists office space in Montreal, Boston and Waltham, Massachusetts, and lab space in Montreal. Its fiscal year ends October 31. The 10-K figures show a sharp increase in spending. For the year ended October 31, 2025, research and development expense was $94.5 million, against $38.3 million a year earlier. The net loss was $117.3 million, against $55.1 million. Cash used in operations was $99.2 million, against $48.3 million. At October 31, 2024, the company held $173.0 million in cash and cash equivalents and $65.3 million in short-term investments. Each advance therefore carries interest, a facility charge, an end fee of 5.95% and warrants, so the lenders are paid in cash and in equity.

What the filing leaves out

The 8-K does not describe the programs the loan is meant to support, and it does not say which milestone would unlock the $35 million clinical tranche. It gives no estimate of how long the company's cash will last. The company's chief financial officer, Ryan Daws, signed the 8-K.

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