enGene Holdings Inc-A美股招股说明书(2025-11-14版)

12,558,823 Common Shares Pre-Funded Warrants to Purchase 2,735,295 Common Shares We are offering 12,558,823 common shares, pursuant to this prospectus supplement and the accompanying prospectus and pre-funded warrants topurchase 2,735,295 common shares. The purchase price of each pre-funded warrant will equal the price per share at which our common shares are beingsold to the public in this offering, minus $0.0001, the exercise price of each pre-funded warrant. Each pre-funded warrant will be exercisable for onecommon share. The pre-funded warrants do not expire, and each pre-funded warrant will be exercisable at any time after the date of issuance. Thisprospectus supplement also relates to the offering of our common shares issuable upon the exercise of such pre-funded warrants. Our common shares are listed on Nasdaq CapitalMarket (“Nasdaq”), under the symbol “ENGN.” On November12, 2025, the last reported saleprice of our common shares on Nasdaq was $8.68 per common share. We are an “emerging growth company” under applicable federal securities laws and, as such, have elected to comply with certain reducedpublic company reporting requirements for this prospectus supplement and future filings. See “Prospectus Supplement Summary — EmergingGrowth Company and Smaller Reporting Company.” Investing in our common shares involves significant risks. See “Risk Factors” beginning on pageS-7of this prospectus supplement as wellas the documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of the factorsyou should consider before deciding to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. No sales of our Common Shares or Pre-Funded Warrants under this prospectus will be offered or made in Canada, or knowingly to aperson resident in Canada. (1)See “Underwriting” for a description of compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase an additional 2,294,117 common shares. If the underwritersexercise the option in full, the total underwriting discounts and commissions payable by us will be $8,969,999.85, and the total proceeds to us, beforeexpenses, will be $140,529,724.12. Delivery of our common shares and pre-funded warrants is expected to be made on or about November14, 2025.Joint Book-running Managers Jefferies WellsFargoSecurities VanLanschotKempen RaymondJames Co-Manager H.C. Wainwright & Co. Prospectus Supplement dated November12, 2025. Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONDESCRIPTION OF PRE-FUNDED WARRANTSCERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF SHARE CAPITALDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF SUBSCRIPTION RECEIPTSDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSU. S. AND CANADIAN FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEENFORCEMENT OF CIVIL LIABILITIESTRANSFER AGENT AND REGISTRARLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our common shares and pre-funded warrants. Before buyingany of the common shares or pre-funded warrants that we are offering, we urge you to carefully read this prospectus supplement and the accompanyingprospectus, together with the information incorporated by reference herein and therein, including as described under the headings “Where You Can FindMore Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement. These documents contain importantinformation that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of our common shares andpre-funded warrants and also adds to, updates and changes the information contained in the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides moregeneral information, some of which may not apply to this offering and some of which may h