SC 13G

NAMES OF REPORTING PERSONS

Omega Fund VII, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒ (1)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

0001193125-24-036704.txt : 20240214 0001193125-24-036704.hdr.sgml : 20240214 20240214190359 ACCESSION NUMBER: 0001193125-24-036704 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 GROUP MEMBERS: CLAUDIO NESSI GROUP MEMBERS: OMEGA FUND VII GP MANAGER, LTD. GROUP MEMBERS: OMEGA FUND VII GP, L.P. GROUP MEMBERS: OTELLO STAMPACCHIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: enGene Holdings Inc. CENTRAL INDEX KEY: 0001980845 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94211 FILM NUMBER: 24641399 BUSINESS ADDRESS: STREET 1: 4868 RUE LEVY, SUITE 220 CITY: SAINT-LAURENT STATE: A8 ZIP: H4R 2P1 BUSINESS PHONE: (514) 332-4888 MAIL ADDRESS: STREET 1: 4868 RUE LEVY, SUITE 220 CITY: SAINT-LAURENT STATE: A8 ZIP: H4R 2P1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Omega Fund VII, L.P. CENTRAL INDEX KEY: 0001856879 ORGANIZATION NAME: IRS NUMBER: 981592224 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 BOYLSTON STREET STREET 2: SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 857-268-4422 MAIL ADDRESS: STREET 1: 888 BOYLSTON STREET STREET 2: SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 SC 13G 1 d781085dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §

240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. )

enGene Holdings, Inc.

(Name of Issuer)

Common A common shares

(Title of Class of Securities)

29286M105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 29286M105		13G		Page 2 of 10 Pages

(1)

This Schedule 13G is filed by Omega Fund VII, L.P. (“Omega Fund”), Omega Fund VII GP, L.P. (“Omega GP”), Omega Fund VII GP Manager, Ltd. (“Omega Ltd”), Claudio Nessi (“Nessi”) and Otello Stampacchia (“Stampacchia”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi and Stampacchia are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on (i) 23,197,976 Class A common shares outstanding as of January 25, 2024, as set forth in the Issuer’s Annual Report on 10-K for the period ended October 31, 2023, filed with the Securities and Exchange Commission on January 29, 2024 and (ii) immediately exercisable warrants to purchase 475,077 shares of common shares held by Omega Fund.


CUSIP NO. 29286M105		13G		Page 3 of 10 Pages

(1)

(2)

The following percentages are based on (i) 23,197,976 shares of common shares outstanding as of January 25, 2024, as set forth in the Issuer’s Annual Report on 10-K for the period ended December 31, 2023, filed with the Securities and Exchange Commission on January 29, 2024 and (ii) immediately exercisable warrants to purchase 475,077 shares of common shares held by Omega Fund.


CUSIP NO. 29286M105		13G		Page 4 of 10 Pages

(1)

(2)


CUSIP NO. 29286M105		13G		Page 5 of 10 Pages

(1)

(2)


CUSIP NO. 29286M105		13G		Page 6 of 10 Pages

(1)

(2)


CUSIP NO. 29286M105		13G		Page 7 of 10 Pages

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Class A common shares (“Common Stock”), of enGene Holdings, Inc. (the “Issuer”).

Item 1(a) Name of Issuer:

enGene Holdings, Inc. (the “Issuer”)

Item 1(b) Address of Issuer’s principal executive offices:

enGene Holdings, Inc.

4868 Rue Levy, Suite 220

Saint-Laurent, QC, Canada

Items 2(a) Name of Reporting Persons filing:

Omega Fund VII, L.P. (“Omega Fund”)

Omega Fund VII GP, L.P. (“Omega GP”)

Omega Fund VII GP Manager, Ltd. (“Omega Ltd”)

Claudio Nessi (“Nessi”)

Otello Stampacchia (“Stampacchia”)

Item 2(b) Address or principal business office or, if none, residence:

The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Nessi and Stampacchia, is c/o Omega Fund Management, LLC, 888 Boylston Street, Suite 1111, Boston, MA 02199.

Item 2(c) Citizenship:


Name		Citizenship or Place of Organization
Omega Fund		Cayman Islands
Omega GP		Cayman Islands
Omega Ltd		Cayman Islands
Nessi		Switzerland
Stampacchia		Italy

Item 2(d) Title of class of securities:

Class A common shares

Item 2(e) CUSIP No.:

29286M105

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

Item 4 Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2023.


CUSIP NO. 29286M105		13G		Page 8 of 10 Pages


Reporting Persons	Shares of Common Stock Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (1)
Omega Fund(2)(3)		2,157,623		0		1,606,252		0		1,606,252		1,606,252		6.8	%
Omega GP(2)(3)		0		0		1,606,252		0		1,606,252		1,606,252		6.8	%
Omega Ltd(2)(3)		0		0		1,606,252		0		1,606,252		1,606,252		6.8	%
Nessi(2)(3)		0		0		1,606,252		0		1,606,252		1,606,252		6.8	%
Stampacchia(2)(3)		0		0		1,606,252		0		1,606,252		1,606,252		6.8	%

(1)

(2)

Omega Fund owns 1,606,252 shares of the Common Stock. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Nessi and Stampacchia are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund.

(3)	The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6 Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8 Identification and Classification of Members of the Group

Not applicable.

Item 9 Notice of Dissolution of Group

Not applicable.

Item 10 Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.


CUSIP NO. 29286M105		13G		Page 9 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated:		February 14, 2024

OMEGA FUND VII, L.P.

BY:		Omega Fund VII GP, L.P.
ITS:		GENERAL PARTNER

BY:		Omega Fund VII GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ Otello Stampacchia
		Director

OMEGA FUND VII GP, L.P.

BY:		Omega Fund VII GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ Otello Stampacchia
		Director

OMEGA FUND VII GP MANAGER, LTD.

By:		/s/ Otello Stampacchia
		Director

/s/ * Otello Stampacchia, as Attorney-in-Fact
Claudio Nessi

/s/ Otello Stampacchia
Otello Stampacchia

Exhibit(s):


Exhibit 99.1:		Joint Filing Statement

Exhibit 99.2:		Power of Attorney

EX-99.1 2 d781085dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

February 14, 2024


OMEGA FUND VII, L.P.

BY:		Omega Fund VII GP, L.P.
ITS:		GENERAL PARTNER

BY:		Omega Fund VII GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ Otello Stampacchia
		Director

OMEGA FUND VII GP, L.P.

BY:		Omega Fund VII GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ Otello Stampacchia
		Director

OMEGA FUND VII GP MANAGER, LTD.

By:		/s/ Otello Stampacchia
		Director

/s/ * Otello Stampacchia, as Attorney-in-Fact
Claudio Nessi

/s/ Otello Stampacchia
Otello Stampacchia

EX-99.2 3 d781085dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints each other undersigned, such person’s true and lawful attorney-in-fact, to:

(1)

execute for and on behalf of each of such person Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the “Reports”), with respect to their current or future beneficial ownership of securities of any public company, in accordance with Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934, as amended, and the respective rules (including Rule 13d-1) promulgated thereunder;

(2)

do and perform any and all acts for and on behalf of such person which may be necessary or desirable to complete and execute any such Report and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such person, it being understood that the documents executed by an attorney-in-fact on behalf of such person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned hereby ratifies and confirms each Report that has been signed by any other undersigned prior to the date hereof. Each of the undersigned acknowledges that each foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds’ responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Reports with respect to the undersigneds’ current or future holdings of and transactions in securities issued by any public company, unless earlier revoked by the undersigned in a signed writing delivered to each foregoing attorney-in-fact.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of dates set forth opposite their names.


/s/ Otello Stampacchia				Dated: February 12, 2020
Otello Stampacchia

/s/ Claudio Nessi				Dated: February 11, 2020
Claudio Nessi

/s/ Anne-Mari Paster				Dated: February 11, 2020
Anne-Mari Paster

/s/ Deirdre A. Cunnane				Dated: February 11, 2020
Deirdre A. Cunnane