Stockholders’ Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Stockholders’ Equity

Stockholders’ Equity

Common stock

The Company is authorized to issue 450,000,000 shares of common stock with a par value of $0.000001 per share as of December 31, 2024.

Immediately prior to the Closing, Neurogene OpCo entered into a Pre-Closing Financing with certain investors (see Note 1). At the effective time of the Reverse Merger on December 18, 2023, the Company issued an aggregate number of 10,472,635 shares of Company common stock to the Neurogene OpCo stockholders based on the Exchange Ratio, including those shares of Neurogene OpCo common stock issued upon the conversion of Neurogene OpCo preferred stock and those shares of the Neurogene OpCo Class A common stock issued in the Pre-Closing Financing, resulting in 12,823,665 shares of Company common stock being issued and outstanding immediately following the effective time of the Reverse Merger.

At-the-market equity offering sales agreement

As a result of the reverse merger with Neoleukin Therapeutics, the Company assumed an ATM or “at-the-market” Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc., as agent (“BofA”), pursuant to which the Company was able to offer and sell, from time to time through BofA, shares of the Company’s common stock, having an aggregate offering price of up to $40.0 million. The Registration Statement on Form S-3 that was prepared for the ATM expired on December 21, 2023, and in March 2024, the Company terminated the ATM.

November 2024 private financing

On November 5, 2024, the Company closed a private investment in public equity financing in which the Company sold 1,835,000 shares of common stock at a purchase price of $50.00 per share and, in lieu of shares of common stock, pre-funded warrants to purchase up to an aggregate of 2,165,042 shares of common stock, at a purchase price of $49.999 per pre-funded warrant, to certain institutional accredited investors. The pre-funded warrants are immediately exercisable until exercised in full at a price of $0.001 per share of common stock. The aggregate gross proceeds to the Company were $200.0 million. Net proceeds, after deducting commissions and other offering expenses, were $189.5 million.

Prefunded warrants

The Company has pre-funded warrants outstanding to purchase an aggregate of 6,124,996 shares of common stock as of December 31, 2024. All of the pre-funded warrants were determined to be equity classified. The pre-funded warrants are exercisable at any time for exercise prices ranging from $0.000001 to $0.001, except that the pre-funded warrants cannot be exercised by the holders if, after giving effect thereto, such holder would beneficially own more than 9.99% of the outstanding common stock, subject to certain exceptions. However, any holder may increase or decrease such percentage to any other percentage (not in excess of 19.99%) upon at least 61 days’ prior notice from the holder to the Company. The holders of the pre-funded warrants will not have the right to vote the shares underlying the pre-funded warrants on any matter except to the extent required by Delaware law. These warrants were classified as equity. Information on the outstanding warrants is as follows:

Type	Exercise Price		Amount	Type of Financing
Common stock pre-funded warrant	$	0.000001	425,987	Legacy pre-funded warrants outstanding
Common stock pre-funded warrant	$	0.000001	1,708,332	December 2023 Preferred stock conversion
Common stock pre-funded warrant	$	0.000001	1,825,635	December 2023 Pre-Closing
Common stock pre-funded warrant	$	0.001	2,165,042	November 2024 private placement
Total			6,124,996

During the year ended December 31, 2024, 103,407 shares of common stock were issued upon the exercise of pre-funded warrants. Proceeds of the exercise were immaterial to the Company.

Class A and Class B Common stock 

Prior to the effective time of the reverse merger, Class A and Class B common stock had the followings rights and privileges:

The holders of Neurogene OpCo Class A common stock were entitled to one vote for each share of Class A common stock held at all meetings of stockholders. Unless required by law, there was no cumulative voting. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment of all preferential amounts required to be paid to the holders of shares of preferred stock, the remaining funds and assets available for distribution to the stockholders of the Company would have been distributed among the holders of shares of Class A and Class B common stock, pro rata basis based on the number of shares of Class A and Class B common stock held by each such holder.

Holders of shares of Class B common stock had rights to convert each share of Class B common stock held into one share of Class A common stock at their election, provided that, following the closing of any initial public offering (as defined above), the shares of the Class B common stock would have been converted into shares of Class A common stock unless such conversion would have resulted in a holder owning in excess of 4.99% of any class of securities.

The Company had reserved shares of common stock for future issuance as follows:

	December 31,
	2024	2023
Unvested restricted stock units	474,654	—
Options outstanding	1,387,556	823,833
Shares available for future grant under the 2023 Equity Incentive Plan	1,458,188	2,237,722
Total common stock reserved	3,320,398	3,061,555