Neurogene Inc美股招股说明书(2026-06-30版)

Filed Pursuant to Rule 424(b)(5)Registration No. 333-286057 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities inany jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 30, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated April 4, 2025) We are offeringshares of our common stock and, in lieu of the shares of common stock to certain investors that so choose,pre-funded warrants to purchaseshares of our common stock. The purchase price of each pre-funded warrant will equal theprice per share at which shares of our common stock are being sold to the public in this offering, minus $0.000001 per share ofcommon stock, the exercise price of each pre-funded warrant. The public offering price for each share of common stock is $. Weare also offering the shares of our common stock that are issuable from time to time upon exercise of the pre-funded warrants. Ourcommon stock trades on The Nasdaq Global Market (“Nasdaq”) under the symbol “NGNE.” On June 29, 2026, the last reported saleprice for our common stock on Nasdaq was $32.28 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do notintend to apply for listing of the pre-funded warrants on Nasdaq or any securities exchange or nationally recognized trading system.Without an active trading market, the liquidity of the pre-funded warrants will be limited. An investment in our securities involves a high degree of risk. You should carefully consider the information under theheading “Risk Factors” beginning on pageS-8of this prospectus supplement, and under similar headings in the documentsthat are incorporated by reference into this prospectus supplement and the accompanying prospectus. We are a “smallerreporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), andare subject to reduced public company reporting requirements. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful orcomplete. Any representation to the contrary is a criminal offense. Delivery of the shares of common stock and pre-funded warrants is expected to be made on or about, 2026. We have granted the underwriters an option for a period of 30 days to purchase up to an additionalshares of our commonstock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be$and the total proceeds to us, before expenses, will be $. Joint Bookrunning Managers TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONDESCRIPTION OF SECURITIESU.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSINCORPORATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION PROSPECTUS ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSSECURITIES WE MAY OFFERDESCRIPTION OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to this offering. Before buying any of the securities that weare offering, we urge you to carefully read this prospectus supplement, the accompanying prospectus and any free writing prospectus,together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and“Incorporation by Reference” in this prospectus supplement. These documents contain important information that you should considerwhen making your investment decision. Unless the context otherwise requires, references in this prospectus supplement to“Neurogene,” “Company,” “we,” “us,” “our,” and “ours” refer to Neurogene Inc. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of securitiesand also adds to, updates and changes information contained in the accompanying prospectus and the documents incorporated byreference. The second part is the accompanying prospectus, which gives more general information. Generally, when we refer to thisprospectus, we are referring to both parts of this document combined. To the extent the information contained in this prospectussupplement differs from or conflicts with the information contained in the accompanying prospectus or any document incorporated byreference, the information in this prospect