0001209191-23-059388.txt : 20231220
0001209191-23-059388.hdr.sgml : 20231220
20231220184306
ACCESSION NUMBER: 0001209191-23-059388
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231218
FILED AS OF DATE: 20231220
DATE AS OF CHANGE: 20231220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER JULIAN
CENTRAL INDEX KEY: 0001087939
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36327
FILM NUMBER: 231502465
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER FELIX
CENTRAL INDEX KEY: 0001087940
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36327
FILM NUMBER: 231502466
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP
CENTRAL INDEX KEY: 0001263508
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36327
FILM NUMBER: 231502468
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 2123395600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
FORMER NAME:
FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC
DATE OF NAME CHANGE: 20030911
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC
CENTRAL INDEX KEY: 0001580575
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36327
FILM NUMBER: 231502464
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: (212)339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP
CENTRAL INDEX KEY: 0001363364
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36327
FILM NUMBER: 231502463
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 667, L.P.
CENTRAL INDEX KEY: 0001551139
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36327
FILM NUMBER: 231502467
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Neurogene Inc.
CENTRAL INDEX KEY: 0001404644
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 980542593
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 535 W 24TH STREET
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10011
BUSINESS PHONE: (877) 237-5020
MAIL ADDRESS:
STREET 1: 535 W 24TH STREET
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10011
FORMER COMPANY:
FORMER CONFORMED NAME: Neoleukin Therapeutics, Inc.
DATE OF NAME CHANGE: 20190812
FORMER COMPANY:
FORMER CONFORMED NAME: AQUINOX PHARMACEUTICALS, INC
DATE OF NAME CHANGE: 20140128
FORMER COMPANY:
FORMER CONFORMED NAME: AQUINOX PHARMACEUTICALS (USA) INC
DATE OF NAME CHANGE: 20070626
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-12-18
1
0001404644
Neurogene Inc.
NGNE
0001263508
BAKER BROS. ADVISORS LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
0
1
Former 10% Owner
0001551139
667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
0
1
Former 10% Owner
0001087940
BAKER FELIX
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
0
1
Former 10% Owner
0001087939
BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
0
1
Former 10% Owner
0001580575
Baker Bros. Advisors (GP) LLC
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
0
1
Former 10% Owner
0001363364
Baker Brothers Life Sciences LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
0
1
Former 10% Owner
0
Common Stock
113
D
Common Stock
113
D
Common Stock
38968
I
See Footnotes
Common Stock
414547
I
See Footnotes
Prefunded Warrants
0.00
Common Stock
45693
45693
I
See Footnotes
Prefunded Warrants
0.00
Common Stock
380294
380294
I
See Footnotes
Prefunded Warrants
0.00
2023-12-18
4
A
0
78325
A
Common Stock
78325
78325
I
See Footnotes
Prefunded Warrants
0.00
2023-12-18
4
A
0
973290
A
Common Stock
973290
973290
I
See Footnotes
Prefunded Warrants
0.00
2023-12-18
4
A
0
28782
A
Common Stock
28782
107107
I
See Footnotes
Prefunded Warrants
0.00
2023-12-18
4
A
0
310130
A
Common Stock
310130
1283420
I
See Footnotes
Prefunded Warrants
0.00
2023-12-18
4
A
0
20562
A
Common Stock
20562
127669
I
See Footnotes
Prefunded Warrants
0.00
2023-12-18
4
A
0
221557
A
Common Stock
221557
1504977
I
See Footnotes
Prefunded Warrants
0.00
2023-12-18
4
A
0
93480
A
Common Stock
93480
221149
I
See Footnotes
Prefunded Warrants
0.00
2023-12-18
4
A
0
1151124
A
Common Stock
1151124
2656101
I
See Footnotes
On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.
Reflects a one-for-four reverse stock split of the common stock ("Common Stock") of the Issuer effected on December 18, 2023.
Reflects shares of Common Stock held directly by Felix J. Baker.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
Reflects shares of Common Stock held directly by Julian C. Baker.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except
to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the
Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P.
and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Represents warrants to purchase Common Stock at an exercise price of
$0.00002 per share ("Prefunded Warrants") exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent
that immediately prior to or after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section
13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage"). The Prefunded Warrants have no expiration date.
By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.
The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.
667 and Life Sciences acquired 78,325 and 973,290 warrants to purchase Common Stock, respectively, at an exercise price of $0.000001 per share ("$0.000001 Prefunded Warrants") in the Merger at a rate of 0.0756 $0.000001 Prefunded
Warrants for each Neurogen Prefunded Warrant.
As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series A-1 Preferred Stock ("Series A-1 Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series A-1 Preferred.
As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series A-2 Preferred Stock ("Series A-2 Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series A-2 Preferred.
As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series B Preferred Stock ("Series B Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series B Preferred.
M. Cantey Boyd, a full-time employee of Baker Bros. Advisors LP, resigned as a director on the board of directors (the "Board") of Neurogene Inc. (previously Neoleukin Therapeutics, Inc.)(the "Issuer") effective December 18, 2023. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons were deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. On December 18, 2023, the Issuer changed its name from Neoleukin Therapeutics, Inc. to Neurogene Inc. and effected a 1-for-4 reverse stock split of its Common Stock. In addition, the Reporting Persons acquired certain contingent value rights of the Issuer in connection with the merger as described in the Schedule 13D/A filed by the Reporting Persons on December 20, 2023.
By: Baker Bros. Advisors LP, Name: Scott L.
Lessing, Title: President /s/ Scott L. Lessing
2023-12-20
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2023-12-20
/s/ Felix J. Baker
2023-12-20
/s/ Julian C. Baker
2023-12-20
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2023-12-20
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/
2023-12-20