Neoleukin Therapeutics and Neurogene announce definitive merger agreement

Neurogene and Neoleukin Therapeutics announced that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction. The combined company will focus on advancing Neurogene’s pipeline of differentiated genetic medicines, including NGN-401. Upon completion of the merger, which is subject to approval by Neurogene and Neoleukin stockholders, the combined company is expected to operate under the name Neurogene and trade on Nasdaq under the ticker symbol “NGNE”. In connection with the merger, Neurogene announced an oversubscribed $95M private financing led by new and existing healthcare-dedicated specialist and mutual fund institutional investors. With the cash from both companies at closing and the proceeds of the concurrent private financing, the combined company is expected to have approximately $200M of cash or cash equivalents immediately following the closing. The cash resources are expected to fund operations into the second half of 2026. The merger and concurrent private financing are expected to close in the Q4. Under the terms of the merger agreement, Neoleukin will issue to pre-merger Neurogene stockholders shares of Neoleukin common stock as merger consideration in exchange for the cancellation of shares of capital stock of Neurogene, and Neurogene will become a wholly owned subsidiary of Neoleukin. Pre-merger Neoleukin stockholders are expected to own approximately 16% of the combined company and pre-merger Neurogene stockholders are expected to own approximately 84% of the combined company. Upon closing of the proposed transaction, Neoleukin Therapeutics will be renamed Neurogene. The combined company will be led by Rachel McMinn, Founder and CEO of Neurogene, and other members of the Neurogene management team. The combined company’s Board of Directors will be comprised of five board members selected by Neurogene and two members selected by Neoleukin. TD Cowen is serving as exclusive financial advisor to Neurogene. TD Cowen and Stifel are serving as placement agents on Neurogene’s planned concurrent private financing. Gibson Dunn & Crutcher is serving as legal counsel to Neurogene and Cooley is serving as legal counsel to the placement agents. Leerink Partners is serving as the exclusive financial advisor to Neoleukin. Fenwick & West is serving as legal counsel to Neoleukin.