ENGN 8-K

enGene Therapeutics Inc. (ENGN)

8-K 2026-04-09 For: 2026-04-07

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Added on April 10, 2026

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British Columbia	001-41854	Not applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4868 Rue Levy, Suite 220
Saint-Laurent, Quebec, Canada		H4R 2P1
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENGN	The Nasdaq Stock Market LLC
Warrants, each exercisable for one Common Share, at an exercise price of $11.50 per Share	ENGNW	The Nasdaq Stock Market LLC


Exhibit No.		Description of Exhibits
3.1*		Notice of Alteration, Notice of Articles and Certificate of Change of Name, effective as of April 8, 2026.
3.2		Articles of enGene Therapeutics Inc., as amended April 8, 2026.
99.1		Press Release of the Company, dated April 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


			ENGENE THERAPEUTICS INC.

Date:	April 9, 2026	By:	/s/ Lee G. Giguere
			Name: Lee G. Giguere Title: Cheif Legal Officer





		Filed Date and Time:	April 6, 2026 03:13 PM Pacific Time
		NOTE:	Filed but not Effective - The Notice of Alteration may be withdrawn at any time prior to the specified date and time of alteration.

ENGN 8-K

FORM 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 7.01 Regulation FD Disclosure.

Item 9.01 Financial Statements and Exhibits.

Notice of Alteration

Notice of Articles

CERTIFICATE

OF




NOTICE OF ALTERATION

Incorporation Number:	Name of Company:
C1447134	ENGENE HOLDINGS INC.

Name Reservation Number:	Name Reserved:
NR0984968	ENGENE THERAPEUTICS INC.



ALTERATION EFFECTIVE DATE:
Specified Date and Time of Alteration: April 8, 2026 12:01 AM Pacific Time



CHANGE OF NAME OF COMPANY

From: ENGENE HOLDINGS INC.	To: ENGENE THERAPEUTICS INC.


Confirmation of Service
Form Filed:	Notice of Alteration
Date and Time of Filing:	April 6, 2026 03:13 PM Pacific Time
Alteration Effective Date:	Specified Date and Time of Alteration: April 8, 2026 12:01 AM Pacific Time
Name of Company:	ENGENE THERAPEUTICS INC.
Incorporation Number:	C1447134




		This Notice of Articles was issued by the Registrar on: April 8, 2026 12:01 AM Pacific Time
		Incorporation Number:	C1447134
		Recognition Date and Time: Continued into British Columbia on October 31, 2023 12:07 AM Pacific Time


Last Name, First Name, Middle Name: Joustra, Wouter
Mailing Address: [***]	Delivery Address: [***]
Last Name, First Name, Middle Name: Grossman, William

Mailing Address: 4868 RUE LEVY SUITE 220 SAINT-LAURENT QC H4R 2P1 CANADA	Delivery Address: 4868 RUE LEVY SUITE 220 SAINT-LAURENT QC H4R 2P1 CANADA
Last Name, First Name, Middle Name: Hastings, Paul
Mailing Address: [***]	Delivery Address: [***]



1.	No Maximum	Common Shares	Without Par Value

			With Special Rights or Restrictions attached


2.	No Maximum	Preferred Shares	Without Par Value

			With Special Rights or Restrictions attached


	Issued under my hand at Victoria, British Columbia On April 8, 2026



	KERRY TAYLOR Registrar of Companies Province of British Columbia Canada
ELECTRONIC CERTIFICATE


Article 1 INTERPRETATION
1.1	Definitions	1
1.2	Business Corporations Act and Interpretation Act Definitions Applicable	1
Article 2 SHARES AND SHARE CERTIFICATES
2.1	Authorized Share Structure	2
2.2	Form of Share Certificate	2
2.3	Shareholder Entitled to Certificate or Acknowledgement	2
2.4	Delivery by Mail	2
2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement	2
2.6	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement	2
2.7	Splitting Share Certificates	2
2.8	Certificate Fee	3
2.9	Recognition of Trusts	3
Article 3 ISSUE OF SHARES
3.1	Directors Authorized	3
3.2	Commissions and Discounts	3
3.3	Brokerage	3
3.4	Conditions of Issue	3
3.5	Share Purchase Warrants and Rights	3


Article 4 SHARE REGISTERS
4.1	Central Securities Register	4
4.2	Closing Register	4
Article 5 SHARE TRANSFERS
5.1	Registering Transfers	4
5.2	Form of Instrument of Transfer	4
5.3	Transferor Remains Shareholder	4
5.4	Signing of Instrument of Transfer	4
5.5	Enquiry as to Title Not Required	5
5.6	Transfer Fee	5
Article 6 TRANSMISSION OF SHARES
6.1	Legal Personal Representative Recognized on Death	5
6.2	Rights of Legal Personal Representative	5
Article 7 PURCHASE OF SHARES
7.1	Company Authorized to Purchase or Otherwise Acquire Shares	5
7.2	Purchase When Insolvent	5
7.3	Sale and Voting of Purchased, Redeemed, or Otherwise Acquired Shares	5
Article 8 BORROWING POWERS
8.1	Borrowing Powers	6
Article 9 ALTERATIONS
9.1	Alteration of Authorized Share Structure by the Shareholders	6
9.2	Alteration of Authorized Share Structure by the Directors	7
9.3	Special Rights and Restrictions	7
9.4	No Interference with Class or Series Rights without Consent	7
9.5	Change of Name	7
9.6	Other Alterations	7
Article 10 MEETINGS OF SHAREHOLDERS
10.1	Annual General Meetings	7
10.2	Resolution Instead of Annual General Meeting	7
10.3	Calling of Meetings of Shareholders	8
10.4	Notice for Meetings of Shareholders	8
10.5	Record Date for Notice	8


10.6	Record Date for Voting	8
10.7	Failure to Give Notice and Waiver of Notice	8
10.8	Notice of Special Business at Meetings of Shareholders	8
10.9	Class Meetings and Series Meetings of Shareholders	9
10.10	Meetings by Telephone or Other Communications Medium	9
10.11	Advance Notice of Nominations of Directors	9
Article 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
11.1	Special Business	13
11.2	Special Majority	13
11.3	Quorum	13
11.4	One Shareholder May Constitute Quorum	13
11.5	Other Persons May Attend	13
11.6	Requirement of Quorum	14
11.7	Lack of Quorum	14
11.8	Lack of Quorum at Succeeding Meeting	14
11.9	Chair	14
11.10	Selection of Alternate Chair	14
11.11	Adjournments	14
11.12	Notice of Adjourned Meeting	14
11.13	Decision by Show of Hands or Poll	14
11.14	Declaration of Result	15
11.15	Motion Need Not be Seconded	15
11.16	No Casting Vote	15
11.17	Manner of Taking Poll	15
11.18	Demand for Poll on Adjournment	15
11.19	Chair Must Resolve Dispute	15
11.20	Casting of Votes	15
11.21	No Demand for Poll on Election of Chair	15
11.22	Demand for Poll Not to Prevent Continuance of Meeting	15
11.23	Retention of Ballots and Proxies	15
Article 12 VOTES OF SHAREHOLDERS
12.1	Number of Votes by Shareholder or by Shares	16
12.2	Votes of Persons in Representative Capacity	16
12.3	Votes by Joint Holders	16
12.4	Legal Personal Representatives as Joint Shareholders	16
12.5	Representative of a Corporate Shareholder	16
12.6	Proxy Provisions Do Not Apply to All Companies	17
12.7	Appointment of Proxy Holders	17


12.8	Alternate Proxy Holders	17
12.9	When Proxy Holder Need Not Be Shareholder	17
12.10	Deposit of Proxy	17
12.11	Validity of Proxy Vote	18
12.12	Form of Proxy	18
12.13	Revocation of Proxy	18
12.14	Revocation of Proxy Must Be Signed	18
12.15	Chair May Determine Validity of Proxy	19
12.16	Production of Evidence of Authority to Vote	19
Article 13 DIRECTORS
13.1	First Directors; Number of Directors	19
13.2	Change in Number of Directors	19
13.3	Directors’ Acts Valid Despite Vacancy	19
13.4	Qualifications of Directors	20
13.5	Remuneration of Directors	20
13.6	Reimbursement of Expenses of Directors	20
13.7	Special Remuneration for Directors	20
13.8	Gratuity, Pension or Allowance on Retirement of Director	20
Article 14 ELECTION AND REMOVAL OF DIRECTORS
14.1	Staggered Terms	20
14.2	Election at Annual General Meeting	21
14.3	Election or Appointment between Annual General Meetings	21
14.4	Consent to be a Director	21
14.5	Failure to Elect or Appoint Directors	21
14.6	Places of Retiring Directors Not Filled	22
14.7	Directors May Fill Casual Vacancies	22
14.8	Remaining Directors Power to Act	22
14.9	Shareholders May Fill Vacancies	22
14.10	Additional Directors	22
14.11	Ceasing to be a Director	23
14.12	Removal of Director by Shareholders	23
14.13	Removal of Director by Directors	23
Article 15 POWERS AND DUTIES OF DIRECTORS
15.1	Powers of Management	23
15.2	Appointment of Attorney of Company	23



NOTICE OF ARTICLES

Name of Company:
ENGENE THERAPEUTICS INC.


REGISTERED OFFICE INFORMATION

Mailing Address: 1133 MELVILLE STREET SUITE 3500 THE STACK VANCOUVER BC V6E 4E5 CANADA	Delivery Address: 1133 MELVILLE STREET SUITE 3500 THE STACK VANCOUVER BC V6E 4E5 CANADA

RECORDS OFFICE INFORMATION

Mailing Address: 1133 MELVILLE STREET SUITE 3500 THE STACK VANCOUVER BC V6E 4E5 CANADA	Delivery Address: 1133 MELVILLE STREET SUITE 3500 THE STACK VANCOUVER BC V6E 4E5 CANADA


Article 20 INDEMNIFICATION
20.1	Definitions	28
20.2	Mandatory Indemnification of Eligible Parties	29
20.3	Indemnification of Other Persons	29
20.4	Non-Compliance with Business Corporations Act	29
20.5	Company May Purchase Insurance	29
Article 21 DIVIDENDS
21.1	Payment of Dividends Subject to Special Rights	29
21.2	Declaration of Dividends	30
21.3	No Notice Required	30
21.4	Record Date	30
21.5	Manner of Paying Dividend	30
21.6	Settlement of Difficulties	30
21.7	When Dividend Payable	30
21.8	Dividends to be Paid in Accordance with Number of Shares	30
21.9	Receipt by Joint Shareholders	30
21.10	Dividend Bears No Interest	30
21.11	Fractional Dividends	30
21.12	Payment of Dividends	30
21.13	Capitalization of Surplus	31
21.14	Unclaimed Dividends	31
Article 22 DOCUMENTS, RECORDS AND REPORTS
22.1	Recording of Financial Affairs	31
22.2	Inspection of Accounting Records	31
Article 23 NOTICES
23.1	Method of Giving Notice	31
23.2	Deemed Receipt	32
23.3	Certificate of Sending	32
23.4	Notice to Joint Shareholders	32
23.5	Notice to Legal Personal Representatives and Trustees	32
23.6	Undelivered Notices	33
Article 24 SEAL AND EXECUTION OF DOCUMENTS
24.1	Who May Attest Seal	33
24.2	Sealing Copies	33


24.3	Mechanical Reproduction of Seal	33
24.4	Execution of Documents Generally	33
Article 25 PROHIBITIONS
25.1	Definitions	33
25.2	Application	34
25.3	Consent Required for Transfer of Shares or Designated Securities	34
Article 26 FORUM SELECTION
26.1	Forum for Adjudication of Certain Disputes	34
Article 27 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO COMMON SHARES
Article 28 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO THE PREFERRED SHARES


Article 16 DISCLOSURE OF INTEREST OF DIRECTORS
16.1	Obligation to Account for Profits	24
16.2	Restrictions on Voting by Reason of Interest	24
16.3	Interested Director Counted in Quorum	24
16.4	Disclosure of Conflict of Interest or Property	24
16.5	Director Holding Other Office in the Company	24
16.6	No Disqualification	24
16.7	Professional Services by Director or Officer	24
16.8	Director or Officer in Other Corporations	24
Article 17 PROCEEDINGS OF DIRECTORS
17.1	Meetings of Directors	24
17.2	Voting at Meetings	25
17.3	Chair of Meetings	25
17.4	Meetings by Telephone or Other Communications Medium	25
17.5	Calling of Meetings	25
17.6	Notice of Meetings	25
17.7	When Notice Not Required	25
17.8	Meeting Valid Despite Failure to Give Notice	26
17.9	Waiver of Notice of Meetings	26
17.10	Quorum	26
17.11	Validity of Acts Where Appointment Defective	26
17.12	Consent Resolutions in Writing	26
Article 18 EXECUTIVE AND OTHER COMMITTEES
18.1	Appointment and Powers of Executive Committee	26
18.2	Appointment and Powers of Other Committees	27
18.3	Obligations of Committees	27
18.4	Powers of Board	27
18.5	Committee Meetings	27
Article 19 OFFICERS
19.1	Directors May Appoint Officers	28
19.2	Functions, Duties and Powers of Officers	28
19.3	Qualifications	28
19.4	Remuneration and Terms of Appointment	28