Neurogene Inc
For the period ended Dec 31, 2023. Filed Mar 18, 2024.
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FY2023 · Filed Mar 18, 2024
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Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(a) Financial Statements.
See Index to Consolidated Financial Statements at Part II, Item 8 “Financial Statements and Supplementary Data - Audited Financial Statements.”
(b) Financial Statement Schedules.
No financial statement schedules are provided because the information called for is not required or is shown in the financial statements or the notes thereto.
(c) Exhibits.
The following exhibits are filed (or incorporated by reference herein) as part of this Annual Report on Form 10-K:
| Exhibit | Description |
| 2.1† | Agreement and Plan of Merger, dated as of July 17, 2023, by and among Neoleukin Therapeutics, Inc., Project North Merger Sub, Inc. and Neurogene Inc. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2023). |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company, filed December 18, 2023 (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 3.2 | Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Stock of Neurogene Inc. filed August 8, 2019 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission August 12, 2019). |
| 4.1 | Specimen Common Stock Certificate of Neurogene Inc. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the Securities and Exchange Commission on May 13, 2014). |
| 4.2 | Registration Rights Agreement, dated September 19, 2016, by and between Aquinox Pharmaceuticals, Inc. and the persons listed on Schedule A attached thereto (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2016). |
| 4.3* | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended. |
| 4.4 | Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2019). |
| 4.5 | Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2020). |
| 4.6 | Form of Pre-Funded Warrant (Incorporated by reference to Exhibit A of Exhibit C to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2023). |
| Exhibit | Description |
| 10.1 | Lease Agreement, dated September 23, 2019, by and between Neoleukin Therapeutics, Inc. and ARE-Eastlake Avenue No. 3, LLC (Incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the Securities and Exchange Commission on November 13, 2019). |
| 10.2 | Lease Agreement, dated December 23, 2019, by and between Neoleukin Therapeutics, Inc. and ARE Eastlake Avenue No. 3, LLC (Incorporated by reference to Exhibit 10.8 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 12, 2020). |
| 10.3 | First Amendment to Lease, dated June 18, 2020, by and between Neoleukin Therapeutics, Inc. and ARE-Eastlake Avenue No. 3, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed with the Securities and Exchange Commission on August 12, 2020). |
| 10.4 | First Amendment to Lease, dated November 5, 2020, by and between Neoleukin Therapeutics, Inc. and ARE-Seattle No. 28, LLC (Incorporated by reference to Exhibit 10.24 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 25, 2021). |
| 10.5 | Second Amendment to Lease, dated March 24, 2021, by and between Neoleukin Therapeutics, Inc. and ARE-Seattle No. 28, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the Securities and Exchange Commission on May 12, 2021). |
| 10.6 | Contingent Value Rights Agreement, dated December 18, 2023, by and among Neoleukin Therapeutics, Inc., Equiniti Trust Company, LLC and Donna Cochener (Incorporated by reference to Exhibit 10.6 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.7 | Form of Lock-Up Agreement (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2023). |
| 10.80 | Letter Agreement, dated July 17, 2023, by and between Neoleukin Therapeutics, Inc. and Baker Bros. Advisors LP (Incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2023). |
| 10.9†† | Master Research Collaboration Agreement, dated December 4, 2020, by and between Neurogene Inc. and The University Court of The University of Edinburgh (Incorporated by reference to Exhibit 10.29 to Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023). |
| 10.10 | Amendment 1 to the Master Research Collaboration Agreement, dated November 29, 2023, by and between Neurogene Inc. and The University Court of The University of Edinburgh (Incorporated by reference to Exhibit 10.19 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.11†† | Option Agreement, dated January 7, 2020, by and between Neurogene Inc. and the University Court of the University of Edinburgh (Incorporated by reference to Exhibit 10.30 to Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023). |
| 10.12†† | Exclusive License Agreement, dated May 16, 2019, by and between The University of North Carolina at Chapel Hill and Neurogene Inc. (Incorporated by reference to Exhibit 10.32 to Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023). |
| 10.13†† | License Agreement, dated March 4, 2022, by and between The University Court of the University of Edinburgh and Neurogene Inc. (Incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023). |
| 10.14†† | Non-Exclusive License Agreement, dated September 30, 2020, by and between Neurogene Inc. and Virovek, Inc. (Incorporated by reference to Exhibit 10.33 to the Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023). |
| 10.15†† | Non-Exclusive License Agreement, dated January 19, 2023, by and between Sigma-Aldrich Co. LLC and Neurogene Inc. (Incorporated by reference to Exhibit 10.34 to the Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023). |
| Exhibit | Description |
| 10.16 | Lease Agreement, dated August 4, 2019, by and between Stella Link Investments, Ltd. and Neurogene Inc as amended by that certain First Amendment to Lease Agreement, dated September 17, 2020, by and between Stella Link Investments, Ltd. and Neurogene Inc. (Incorporated by reference to Exhibit 10.35 to Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023). |
| 10.17 | Sublease Agreement, dated May 16, 2019, by and between GPB Capital Holdings, LLC and Neurogene Inc., as amended and assumed pursuant to that certain Assumption and Attornment of Lease and Release Agreement, dated July 30, 2021, by and among GTM Associates, LLC, GPB Capital Holdings, LLC and Neurogene Inc., as further amended by that certain Amendment to Attorned Sublease, dated February 22, 2022, by and between GTM Associates, LLC and Neurogene Inc. (Incorporated by reference to Exhibit 10.36 to Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on September 28, 2023). |
| 10.18 | Form of Indemnification Agreement entered into between Neurogene Inc. and each of its directors and its executive officers (Incorporated by reference to Exhibit 10.20 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.19# | Neurogene Inc. 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 99.1 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 20, 2024). |
| 10.20# | Neurogene Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 99.2 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 20, 2024). |
| 10.21# | Neurogene Inc. 2023 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 99.3 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 20, 2024). |
| 10.22# | Neoleukin Therapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan as amended and restated on May 13, 2021 (Incorporated by reference to Exhibit 10.1 to Registrant’s 8-K filed with the Securities and Exchange Commission on May 14, 2021). |
| 10.23# | Form of Separation Agreement, by and between Neoleukin Therapeutics, Inc. and Donna Cochener (Incorporated by reference to Exhibit 10.23 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.24# | Form of Separation Agreement, by and between Neoleukin Therapeutics, Inc. and Sean Smith (Incorporated by reference to Exhibit 10.24 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.25# | Separation Agreement dated March 6, 2023 and effective March 31, 2023 by and between Neoleukin Therapeutics, Inc. and Jonathan Drachman (Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the Securities and Exchange Commission on May 8, 2023). |
| 10.26 | Form of Subscription Agreement (Incorporated by reference to Exhibit A to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2023). |
| 10.27# | Employment Letter, dated September 1, 2019, by and between Neurogene Inc. and Christine Mikail Cvijic (Incorporated by reference to Exhibit 10.27 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.28# | Employment Letter, dated January 7, 2019, by and between Neurogene Inc. and Rachel McMinn (Incorporated by reference to Exhibit 10.28 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.29# | Consulting Agreement, dated December 12, 2018, by and between Neurogene Inc. and Stuart Cobb Consulting Ltd. (Incorporated by reference to Exhibit 10.29 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.30# | First Amendment to the Consulting Agreement, dated July 13, 2020, by and between Neurogene Inc. and Stuart Cobb Consulting Ltd. (Incorporated by reference to Exhibit 10.30 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| Exhibit | Description |
| 10.31# | Second Amendment to the Consulting Agreement, dated January 1, 2020, by and between Neurogene Inc. and Stuart Cobb Consulting Ltd. (Incorporated by reference to Exhibit 10.31 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.32# | Third Amendment to the Consulting Agreement, dated April 1, 2022 by and between Neurogene Inc. and Stuart Cobb Consulting Ltd. (Incorporated by reference to Exhibit 10.32 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 10.33# | Fourth Amendment to the Consulting Agreement, dated January 1, 2023 by and between Neurogene Inc. and Stuart Cobb Consulting Ltd. (Incorporated by reference to Exhibit 10.33 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 21.1 | List of Subsidiaries of Neurogene Inc. (Incorporated by reference to Exhibit 21.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023). |
| 23.1* | Consent of Deloitte & Touche LLP. |
| 23.2* | Consent of Ernst & Young LLP. |
| 31.1* | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a). |
| 31.2* | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a). |
| 32.1*## | Certification of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (PFO) pursuant to 18 U.S.C. Section 1350. |
| 97.1* | Compensation Recoupment (Clawback) Policy. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
- Filed herewith.
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