ngne-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________

FORM 10-Q

__________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-36327

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Neurogene Inc.

__________________________________

(Exact name of registrant as specified in its charter)


Delaware									98-0542593
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

535 W 24th St. 5th Floor New York, NY									10011
(Address of principal executive offices)									(Zip Code)

(855) 508-3568

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.000001 per share	NGNE	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ☒

As of May 8, 2026, there were 15,801,901 shares of the registrant’s common stock outstanding.

Table of Contents


		Page

Part I	Financial Information	1
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

Part II	Other Information	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	90
Item 3.	Defaults Upon Senior Securities	90
Item 4.	Mine Safety Disclosures	90
Item 5.	Other Information	90
Item 6.	Exhibits	91
Signatures		92

Table of Contents

Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements

Neurogene Inc.

Condensed Consolidated Balance Sheets

(In Thousands, Except Share Information)

(Unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	124,161	$	103,845
Short-term investments	119,021		165,168
Prepaid expenses and other current assets	3,565		2,757
Total current assets	246,747		271,770
Property and equipment, net	12,504		12,792
Operating lease right-of-use assets	2,458		2,648
Finance lease right-of-use assets	15		22
Restricted cash	339		339
Other non-current assets	1,078		1,033
Total assets	$	263,141	$	288,604

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	4,685	$	1,953
Accrued expenses and other current liabilities	11,134		10,756
Operating lease liabilities, current	3,038		3,050
Finance lease liabilities, current	9		14
Contingent value rights liability, current	—		638
Total current liabilities	18,866		16,411
Operating lease liabilities, non-current	6,079		6,822
Finance lease liabilities, non-current	4		5
Contingent value rights liability, non-current	409		428
Other liabilities	—		51
Total liabilities	25,358		23,717
Commitments and contingencies - Note 9
Stockholders' equity:
Preferred stock, $0.000001 par value; 50,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Common stock, $0.000001 par value; 450,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 15,615,786 and 15,489,800 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Additional paid-in capital	621,366		617,536
Accumulated deficit	(383,583)		(352,649)
Total stockholders' equity	237,783		264,887
Total liabilities and stockholders' equity	$	263,141	$	288,604

The accompanying notes are an integral part of these condensed consolidated financial statements.

-1-

Table of Contents

Neurogene Inc.

Condensed Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Operating expenses:
Research and development expenses	$	25,150	$	17,760
General and administrative expenses	8,199		8,159
Total operating expenses	33,349		25,919
Loss from operations	(33,349)		(25,919)
Other income (expense):
Interest income	2,261		3,206
Interest expense	—		(2)
Other income	163		148
Other expense	(9)		(80)
Net loss	$	(30,934)	$	(22,647)

Per share information:
Net loss per share, basic and diluted	$	(1.39)	$	(1.08)
Weighted-average shares of common stock outstanding, basic and diluted	22,305,734		20,996,287

The accompanying notes are an integral part of these condensed consolidated financial statements.

-2-

Table of Contents

Neurogene Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(In Thousands, Except Share Information)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Amount		Amount		Amount
Balance- December 31, 2025	15,489,800	$	—	$	617,536	$	(352,649)	$	264,887
Stock-based compensation expense	—	—		3,629		—		3,629
Common stock issued upon exercise of stock options	21,324	—		201		—		201
Common shares issued upon vesting of restricted stock units	104,662	—		—		—		—
Net loss	—	—		—		(30,934)		(30,934)
Balance- March 31, 2026	15,615,786	$	—	$	621,366	$	(383,583)	$	237,783

Common Stock

Additional

Paid-In

Capital

Accumulated
Deficit

Total

Stockholders'

Equity

Amount

SEC Form 10-Q filed by Neurogene Inc.