ENGN

Business Context and Reporting Period

Company: enGene Holdings Inc. (trading as Engene Therapeutics Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: November 12, 2025
Reporting Period: Event date November 12, 2025; Offering closed November 14, 2025.
Context: The Company, an emerging growth company incorporated in British Columbia, entered into a material definitive agreement for an underwritten public offering of equity securities.

Key Financial Metrics

Capital Raised: Approximately $130 million in aggregate gross proceeds.
Securities Issued:

• 12,558,823 Common Shares at $8.50 per share.
• 2,735,295 Pre-Funded Warrants at $8.4999 per warrant.

Underwriting Option: 30-day option to purchase up to 2,294,117 additional Common Shares at the public offering price less discounts.
Pre-Funded Warrant Terms: Initial exercise price of $0.0001 per share; exercisable at any time until fully exercised.
Liquidity and Debt: The filing text does not provide specific values for existing debt, cash flow, or liquidity positions prior to this offering.

Material Changes

This filing represents a significant capital event rather than a periodic financial performance update. The primary material change is the execution of the Underwriting Agreement with Jefferies LLC, Leerink Partners LLC, and Wells Fargo Securities, LLC. The offering closed on November 14, 2025, resulting in a substantial increase in the Company's cash resources and outstanding share count.

Guidance, Outlook, and Risks

Management Commentary: The Company issued a press release on November 12, 2025, announcing the pricing of the offering. Specific strategic use of proceeds or forward-looking guidance is not detailed in the text of this 8-K, though the press release (Exhibit 99.1) is incorporated by reference.
Risks and Contingencies:

• Dilution: The issuance of new shares and pre-funded warrants will dilute existing shareholders.
• Ownership Limits: Pre-Funded Warrants are subject to beneficial ownership limitations (9.99% cap, adjustable to 19.99% with notice).
• Legal Obligations: The Underwriting Agreement includes customary indemnification obligations and termination provisions.

Unusual Items: None identified in the provided text beyond the standard terms of the equity offering.

Investor Verification Checklist

• Verify the final net proceeds after deducting underwriting discounts and offering expenses.
• Confirm whether the 30-day underwriters' option for 2,294,117 additional shares was exercised.
• Review the full text of the press release (Exhibit 99.1) for specific details on the use of proceeds.
• Check subsequent filings for the updated number of outstanding Common Shares and Pre-Funded Warrants.
• Assess the impact of the new share issuance on earnings per share and ownership concentration.