enGene Holdings Inc-A 2023年度报告

FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended October 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 FOR THE TRANSITION PERIOD FROMTOCommission File Number 001-41854 enGene Holdings Inc. (Exact name of Registrant as specified in its Charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. YES☐NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). YES☐NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☐Smaller reporting companyEmerging growth company Large accelerated filer☐Non-accelerated filer☐☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☐ The aggregate market value of the common equity held by non-affiliates of the registrant, based on the closing price of the Common Shares on TheNasdaq Stock Market LLC on April 30, 2024 was $533,605,876. The number of the registrant’s million Common Shares outstanding as of December 16, 2024 was 50,976,676. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement of enGene Holdings Inc. to be filed for its 2025 annual meeting of shareholders are incorporated by referenceinto Part III of this Annual Report on Form 10-K. Auditor Firm Id: 85Montreal, Canada Auditor Location: Table of Contents Special Note Regarding Forward Looking Statements PART IItem 1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities83Item 6.[Reserved]84Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations85Item7A.Quantitative and Qualitative Disclosure About Market Risk102Item 8.Financial Statements and Supplementary Data102Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure103 Item9A.Controls and Procedures103Item9B.Other Information104Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections105 PARTIII Item 10.Directors, Executive Officers and Corporate Governance105Item 11.Executive Compensation105Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters105Item 13.Certain Relationships and Related Transactions, and Director Independence105Item 14.Principal Accountant Fees and Services105 PARTIVItem15.Exhibits, Financial Statement Schedules106Item16.Form 10-K Summary108 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K (the “Annual Report”) may constitute “forward-lookingstatements” within the meaning of U.S. securities laws and “forward-looking information” within the meaning ofCanadian securities laws (co