Neurogene Inc美股招股说明书(2024-12-18版)

Neurogene Inc.4,000,042 SharesCommon StockOffered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholdersidentified herein (the “Selling Stockholders”) of up to (i) 1,835,000 shares of our common stock, par value$0.000001 per share (“Common Stock”) and (ii) 2,165,042 shares of Common Stock issuable upon theexercise of pre-funded warrants (the “Pre-Funded Warrants”). The shares of Common Stock registered bythis prospectus are referred to herein as the “Resale Shares.” The Resale Shares were issued and sold to accredited investors in a private placement (the “PIPE”),which closed on November 5, 2024. We are not selling any Resale Shares under this prospectus and willnot receive any of the proceeds from the sale or other disposition of Resale Shares by the SellingStockholders. Upon any exercise of the Pre-Funded Warrants by payment of cash, however, we willreceive the nominal cash exercise price paid by the holders of the Pre-Funded Warrants. We intend touse those proceeds, if any, for general corporate purposes. The Selling Stockholders may sell the Resale Shares on any national securities exchange orquotation service on which the securities may be listed or quoted at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such asprivately negotiated transactions, or using a combination of these methods, and at fixed prices, atprevailing market prices at the time of the sale, at varying prices determined at the time of sale, or atnegotiated prices. See the disclosure under the heading “Plan of Distribution” elsewhere in thisprospectus for more information about how the Selling Stockholders may sell or otherwise dispose of theirResale Shares hereunder. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus and wedo not know when or in what amount the Selling Stockholders may sell their Resale Shares hereunderfollowing the effective date of the registration statement of which this prospectus forms a part.Discounts,concessions, commissions and similar selling expenses attributable to the sale of the ResaleShares will be borne by the Selling Stockholder. We will pay certain fees and expenses (other thandiscounts, concessions, commissions and similar selling expenses) incident to the registration of theResale Shares with the SEC. You should carefully read this prospectus and any applicable prospectus supplement before youinvest in any of the securities being offered. Our Common Stock is traded on The Nasdaq Global Select Market under the symbol “NGNE.” OnDecember 17, 2024, the last reported sale price for our Common Stock was $23.72 per share. An investment in our securities involves a high degree of risk. You should carefully consider the information underthe heading “Risk Factors” beginning on page 8 of this prospectus and any applicable prospectus supplement. We are a“smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are subject to reduced public companyreporting requirements. Neither the SEC nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is December 18, 2024 Table of Contents TABLE OF CONTENTS PageAbout This ProspectusiiCautionary Statement Concerning Forward-Looking StatementsiiiProspectus Summary1The Offering5Risk Factor Summary6Risk Factors8Use of Proceeds59Unaudited Pro Forma Financial Information59Management’s Discussion and Analysis of Financial Condition and Results of Operations64Changes In and Disagreements with Accountants on Accounting and Financial Disclosure86Quantitative and Qualitative Disclosures About Market Risk87Business87Management132Executive Compensation137Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters152Certain Relationships and Related Transactions155Selling Stockholders157Plan of Distribution161Description of Capital Stock163Legal Matters167Experts167Where You Can Find More Information167i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using a“shelf” registration process. Under this shelf registration process, from time to time, the Selling Stockholders may sell the securities described herein in one or more offerings as described in thisprospectus. We have not authorized anyone to provide you with any information or to make any representationother than the information and representations contained in or incorporated by reference into thisprospectus or any applicable prospectus supplement. We and the Selling Stockholders take noresponsibility for, and can provide no assurances as to the reliability of, any other information that othersmay give you. The information contained in this pro