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