Neurogene Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
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Item 5. Other Information
(a) Entry Into a Material Contract
On November 7, 2025, we entered into a Second Amendment to Attorned Sublease (the “Sublease Amendment”) between our wholly owned Nevada subsidiary, Neurogene Inc., and GTM Associates, LLC, effective as of November 1, 2025. The Sublease Amendment extends the term on our New York office space until January 31, 2028.
The foregoing is a summary description of certain terms of the Sublease Amendment and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Sublease Amendment, which will be filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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(c)Trading Plans
During the quarter ended September 30, 2025, no director or officer (as defined in Section 16 of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) as amended (the “Rule”), or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K, except as described below:
| Name & Title | Date Adopted | Character of Trading Arrangement (1) | Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement | Duration(2) | Other Material Terms | Date Terminated |
|---|---|---|---|---|---|---|
| Christine Mikail,President and Chief Financial Officer | 8/18/2025 | Rule 10b5-1 Trading Arrangement | Up to 24,000 shares to be sold | 12/31/2026 | N/A | N/A |
(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of the Rule.
(2) This trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. This trading arrangement only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule. This arrangement also provides for automatic expiration in the event of death, a personal bankruptcy filing, public announcement of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the common stock of the Company into shares of another company, or the conversion of the Company’s securities into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part).
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