Stockholders’ Equity (Deficit)

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Stockholders’ Equity (Deficit)

Stockholders’ Equity (Deficit)

Common stock and pre-funded warrants

In March 2025, the Company’s board of directors approved the Neurogene Inc. 2025 Inducement Plan, which reserves for issuance up to 500,000 shares of common stock underlying inducement awards.

The Company has pre-funded warrants outstanding to purchase an aggregate of 6,124,996 shares of common stock as of March 31, 2025. 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 a holder 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

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

	March 31, 2025	December 31, 2024
Unvested restricted stock units	279,458	222,530
Unvested performance stock units	252,124	252,124
Options outstanding	2,086,334	1,387,556
Shares available for future grant under the 2023 Equity Incentive Plan	1,218,072	1,458,188
Shares available for future grant under the 2025 Inducement Plan	500,000	—
Shares available for future issuance under the 2023 Employee Stock Purchase Plan	321,770	173,223
Pre-funded warrants outstanding	6,124,996	6,124,996
Total common stock reserved	10,782,754	9,618,617