Neurogene Inc. entered into a definitive merger agreement to acquire Neoleukin Therapeutics, Inc. (NasdaqCM:NLTX) in a reverse merger transaction on July 17, 2023. Pre-merger Neoleukin stockholders are expected to own approximately 16% of the combined company and pre-merger Neurogene stockholders (including those purchasing Neurogene shares in the concurrent private financing) are expected to own approximately 84% of the combined company. Upon completion of the merger the combined company is expected to operate under the name Neurogene Inc. and trade on the Nasdaq Capital Market under the ticker symbol ?NGNE?. Under specified circumstances, Neoleukin may be required to pay Neurogene a termination fee of $3.04 million and Neurogene may be required to pay Neoleukin a termination fee of $12 million. The combined company will be led by Rachel McMinn, Founder and Chief Executive Officer 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.

The transaction is subject to approval by Neurogene and Neoleukin stockholders, the effectiveness of a registration statement, Nasdaq?s approval of the listing of the shares of Neoleukin common stock to be issued in connection with the merger, Neurogene?s receipt (or receipt simultaneous with the Closing of the merger) of cash proceeds from its private placement of not less than $75 million, Neoleukin net cash, as finally determined in accordance with the Merger Agreement, equaling an amount not less than $60 million and the satisfaction of customary closing conditions. The transaction has been unanimously approved by the Board of Directors of each company and is expected to close in the fourth quarter of 2023. 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. Ryan A. Murr and Branden C. Berns of Gibson Dunn & Crutcher LLP are serving as legal counsel to Neurogene and Cooley LLP is serving as legal counsel to the placement agents. Leerink Partners is serving as the exclusive financial advisor to Neoleukin. David K. Michaels and Jeremy R. Delman of Fenwick & West LLP are serving as legal counsel to Neoleukin.