Neurogene agrees to $200.0 million private placement at $50.00 per share

Neurogene Inc. said it signed a securities purchase agreement on November 4, 2024 with certain institutional accredited investors for a private placement. It expects aggregate gross proceeds of approximately $200.0 million before expenses.

Neurogene agreed to sell an aggregate of 1,835,000 shares of common stock at $50.00 per share. Some buyers will instead receive pre-funded warrants for up to an aggregate of 2,165,042 shares at $49.999 per warrant. A pre-funded warrant is paid for almost in full up front and has a nominal exercise price, here $0.0001 per share. Holders cannot exercise if they would own more than 4.99% of the stock, or up to 19.99% if they elect.

Funds affiliated with a U.S.-based healthcare focused investor took part, along with RTW Investments, Casdin Capital, EcoR1 Capital, Redmile Group, Great Point Partners, LLC, Commodore Capital and Samsara BioCapital. TD Securities (USA) LLC, Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated, and William Blair & Company, L.L.C. are placement agents. Closing was expected on November 5, 2024.

A private placement is a sale of stock directly to selected investors rather than to the public. The securities will not be registered when sold. Neurogene agreed to file a resale registration statement no later than the 30th calendar day after closing. It must use its best efforts to make it effective no later than the 105th calendar day after closing, or sooner in some cases.

The terms are in the company's 8-K filing.

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