enGene Therapeutics Inc 10-K/A, filed Feb 20, 2025
enGene Therapeutics Inc. (ENGN)
About this 10-K/A
enGene Therapeutics Inc filed this 10-K/A on February 20, 2025, covering the fiscal year ended October 31, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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.
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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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ No
The aggregate market value of the common equity held by non-affiliates of the Registrant, based on the closing price of the Common Shares on The Nasdaq Stock Market LLC on April 30, 2024 was $
The number of the registrant’s Common Shares outstanding as of February 14, 2025 was
DOCUMENTS INCORPORATED BY REFERENCE
None.
Auditor Firm Id:
enGene Holdings Inc. is filing this Amendment No. 1 (the “Amendment No. 1”) to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (the “Original Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2024, only for the purpose of including the Part III information required under the instructions to Form 10-K and the general rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Part III information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the omitted information to be incorporated in the Original Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end.
This Amendment No. 1 amends and restates only Part III, Items 10, 11, 12, 13, and 14, and Part IV, Item 15 of the Original Form 10-K. In addition, this Amendment No. 1 deletes the reference on the cover of the Original Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original Form 10-K. No other Items of the Original Form 10-K have been amended or revised herein, and all such other Items shall be as set forth in the Original Form 10-K.
In addition, pursuant to SEC rules, Item 15 of Part IV of the Original Form 10-K is hereby amended solely to include, as Exhibits 31.3 and 31.4, new certifications of our principal executive officer and principal financial officer pursuant to Rule 13a-14(a) and Rule 12b-15 under the Exchange Act. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of such certifications have been omitted. We are not including new certifications required by Rule 13a-14(b) under the Exchange Act as no financial statements are included in this Amendment No. 1.
In addition, no other information has been updated for any subsequent events occurring after December 19, 2024, the date of the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and our other filings made with the SEC subsequent to the filing of the Original Form 10-K.
Unless the context otherwise requires, references in this Amendment No. 1 to “enGene,” “enGene Holdings,” the “Company,” “we,” “our,” or “us” mean enGene Holdings Inc. and its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Amendment No. 1 may constitute “forward-looking statements” within the meaning of U.S. securities laws and “forward-looking information” within the meaning of Canadian securities laws (collectively, “forward-looking statements”). enGene’s forward-looking statements include, but are not limited to, statements regarding enGene’s management teams’ expectations, hopes, beliefs, intentions, goals or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Amendment No. 1 may include, for example, statements about:
All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. Certain assumptions made in preparing the forward-looking statements include:
You should not place undue reliance on these forward-looking statements which speak only as of the date hereof. The forward- looking statements contained in this Amendment No. 1 are based primarily on current expectations and projections about future events and trends that may affect our business, financial condition and operating results. The following uncertainties and factors, among other things (including those described in “Risk Factors” in the Original 10-K), could affect future performance and actual results to differ materially and adversely from those expressed in, anticipated or implied by forward-looking statements:
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In addition, statements that “we believe” and similar statements reflect beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Amendment No. 1. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Amendment No. 1 relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Amendment No. 1 to reflect events or circumstances after the date of this Amendment No. 1 or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
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Table of Contents
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Certain Relationships and Related Transactions, and Director Independence |
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Board of Directors and Management
The following table sets forth, as of February 14, 2025, certain information regarding our directors and executive officers who are responsible for overseeing the management of our business.
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Executive Officers |
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Ronald H.W. Cooper |
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Chief Executive Officer, President and Director |
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Dr. Anthony T. Cheung |
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Chief Scientific Officer |
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Joan Connolly |
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Chief Technology Officer |
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Ryan Daws |
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Chief Financial Officer |
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Lee G. Giguere |
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Chief Legal Officer and Corporate Secretary |
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Dr. Alexander Nichols |
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Chief Strategy and Operations Officer |
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Dr. Raj S. Pruthi |
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Chief Medical Officer |
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Jasper Bos |
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Gerald Brunk |
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Dr. Richard Glickman |
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Paul Hastings |
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Wouter Joustra |
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Lota Zoth |
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Executive Officers
Ronald H.W. Cooper has served as Chief Executive Officer and as a director of enGene since July 22, 2024 and as President since October 21, 2024. Prior to joining enGene, Mr. Cooper most recently served as the President and Chief Executive Officer and as a member of the board of directors of Albireo Pharma, Inc., a position he held from November 2016 until that company’s acquisition by Ipsen in March 2023. He also previously served as president and chief executive officer of Albireo Limited from July 2015 until November 2016 and as a director of Albireo Limited from September 2015 until Albireo Limited was dissolved in August 2021. Earlier in his career, Mr. Cooper spent nearly 30 years at Bristol-Myers Squibb (BMS) in roles of increasing responsibility in sales, marketing and general management, most recently serving as President, Europe. While at BMS, he played a leadership role in several successful product launches. Mr. Cooper currently serves as the Chairman of the board of directors of C4 Therapeutics, Inc. (NASDAQ: CCCC) and as a member of the board of directors of Generation Bio Co. (NASDAQ: GBIO). He is a graduate of St. Francis Xavier University. The Company’s board of directors, or Board, believes Mr. Cooper is qualified to serve as a director due to his extensive experience in the pharmaceutical and biotechnology industries, including in leadership and management roles, and his knowledge of our business as Chief Executive Officer.
Dr. Anthony T. Cheung co-founded our Company and has served enGene and enGene Inc. in various capacities since the company’s inception. Dr. Cheung currently serves as Chief Scientific Officer, a role he has held since October 21, 2024, and previously served as Chief Technology Officer of enGene from August 7, 2023 to October 21, 2024, and served in that same capacity for enGene Inc. since July 2018. From February 2013 to July 2018, Dr. Cheung served as the President and Chief Executive Officer of enGene Inc. From May 2011 to February 2013, Dr. Cheung served as Interim Chief Executive Officer. From March 2004 to May 2011, Dr. Cheung served as the Chief Scientific Officer of enGene Inc. From November 1999 to February 2015, Dr. Cheung served as the Corporate Secretary of enGene Inc., and from November 1999 to March 2004, Dr. Cheung served as its President and Chief Executive Officer. Dr. Cheung has co-authored numerous book chapters, review articles and peer-reviewed journals, and is named inventor on numerous patents, in the areas of gene therapy and polymer chemistry. Dr. Cheung holds a B.Sc. from University of British Columbia and a Ph.D. in Physiology from the Tulane University School of Medicine.
Joan Connolly has served as Chief Technology Officer of enGene since October 21, 2024. Previously, Ms. Connolly served as Chief Technology Officer of Albireo Pharma, Inc. from April 2021 to April 2023, where she oversaw drug substance and product development, clinical supply distribution, commercial supply chain and quality. Prior to Albireo, she served as Senior Vice President, Technical Operations at Stemline Therapeutics, Inc. from 2013 to 2021. Prior to Stemline Therapeutics, she held senior roles at ImClone Systems Inc., and Bristol-Myers Squibb. Ms. Connolly holds a B.Sc. in Engineering Chemistry from Queen’s University.
Ryan Daws has served as Chief Financial Officer and Head of Business Development of enGene since November 27, 2023. Mr. Daws joined the Company from Obsidian Therapeutics, Inc., where he was Chief Financial Officer and Head of Business Development
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from July 2019 to November 2023. Prior to that, from June 2017 to March 2019, he served as a Managing Director in the Healthcare Investment Banking Group at Robert W. Baird & Co. with a focus on life sciences companies. Prior to Baird, Mr. Daws was the Chief Financial Officer and Head of Business Development of Concert Pharmaceuticals, Inc. from January 2014 to June 2017, and a life-science-focused investment banker at Stifel, Nicolaus and Company from September 2010 to June 2013. Mr. Daws has a B.Sc. in Finance and an International MBA, both from the University of South Carolina.
Lee G. Giguere has served as Chief Legal Officer and Corporate Secretary of enGene since January 29, 2024. Prior to joining enGene, Mr. Giguere served as Chief Legal Officer of Obsidian Therapeutics, Inc. from November 2021 to January 2024. From September 2019 to November 2021, Mr. Giguere served as Vice President, General Counsel of Chiasma, Inc. (NASDAQ: CHMA), a biopharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare and orphan diseases. Prior to Chiasma, Mr. Giguere worked at Karyopharm Therapeutics Inc. (NASDAQ: KPTI), an oncology-focused pharmaceutical company from July 2018 to September 2019 as Deputy General Counsel and Assistant Secretary, and from September 2016 to July 2018 as Associate General Counsel and Assistant Secretary. From November 2013 to September 2016, Mr. Giguere served as Senior Securities and Governance Counsel at Boston Scientific Corporation (NYSE: BSX), a Fortune 500 medical device company. Mr. Giguere began his professional career in the business law department of Goodwin Procter LLP, where he concentrated his practice on representing public companies in connection with securities law and corporate governance matters and corporate finance transactions. Mr. Giguere holds a J.D. from Northeastern University School of Law and a B.Sc. in Finance from Northeastern University.
Dr. Alexander Nichols has served as Chief Strategy and Operations Officer of enGene since October 21, 2024. He previously served as enGene’s President and Chief Operating Officer from November 1, 2023 to October 21, 2024, and served in that same capacity for enGene Inc. since December 2022. Prior to joining enGene Inc., Dr. Nichols served as President, CEO, and co-founder of Mythic Therapeutics, Inc., a clinical-stage product-platform company developing a pipeline of antibody-drug conjugates (“ADCs”). In this role, Dr. Nichols co-invented the company’s technology platform and lead program, raised more than $130 million across several financing rounds and helped grow the company into an emerging ADC innovator. From November 2014 to September 2016, Dr. Nichols worked as an associate at Flagship Pioneering Inc., where he was part of the co-founding team of Cogen Therapeutics (now Repertoire Immune Medicines). Dr. Nichols holds a B.A. in Biochemistry from Oberlin College and Ph.D. in Biophysics from Harvard University.
Dr. Raj S. Pruthi has served as Chief Medical Officer of enGene since July 22, 2024 and previously served as enGene’s Senior Vice President, Urologic Oncology and Clinical Development from April 9, 2024 to July 22, 2024. Prior to enGene, he was the Global Medical Affairs Leader, Bladder Cancer and Senior Medical Director, Oncology (Global – Prostate and Bladder Cancer) at Johnson and Johnson Innovative Medicine from September 2022 until March 2024. He actively maintains multiple prominent leadership roles within the urological community. Dr. Pruthi is the Chair of the Advisory Council for Urology of the American College of Surgeons and serves on its Board of Governors. He is currently an Adjunct Professor in the Department of Urology at the Donald and Barbara Zucker School of Medicine at Hofstra University/Northwell, and previously served as Professor and Chair of both the UCSF Department of Urology (from January 2020 to September 2022) and the Department of Urology at the University of North Carolina, Chapel Hill (from 2013 to December 2019). Dr. Pruthi was previously a member of the American Board of Urology (ABU) / American Urological Association (AUA) Examination Committee and is Past-President for the Society of Academic Urology. He served on the Guidelines Committee and helped to develop the AUA Guidelines on the Management of Non-muscle Invasive Bladder Cancer, and also served on the Bladder Cancer Guidelines Committee of the International Consultation on Urological Diseases. Dr. Pruthi holds a B.Sc. in Biology and a B.A. in economics from Stanford University and a M.D. from Duke University School of Medicine and completed his residency and post-graduate training in Urologic Surgery at Stanford University. He also holds a Master of Health Administration from the University of North Carolina at Chapel Hill.
Non-Employee Directors
Jasper Bos, Ph.D., has served as a member of the Board since August 8, 2023. Mr. Bos, the former Chief Executive Officer of FEAC, is a former Merck executive and joined Forbion Growth as a General Partner in May 2021. Before joining Forbion’s Naarden-based headquarters, Mr. Bos was Senior Vice President and Managing Director at M Ventures, leading the venture capital arm of pharmaceutical company Merck, which he joined in 2009. At M Ventures, he led a team of 21 investment professionals and with a fund size of €400 million invested in over 50 portfolio companies spanning biotech, life sciences tools, and tech companies with investment activities ranging from seed-stage to cross-over and IPO. In addition, as Country Speaker Merck Netherlands, he assumed responsibility and liaised between all Merck activities in the Netherlands. His track record as an investor includes the successful exits of Prexton Therapeutics, Epitherapeutics, Galecto, ObsEva, Translate Bio, and F-Star, and has served on multiple boards of privately-owned biotech companies. He has experience in several operational roles in portfolio companies and played a key role in the creation of multiple successful spin-out companies out of Merck. Mr. Bos holds a Ph.D. in Pharmacy from the University of Groningen, the Netherlands. The Board believes Mr. Bos is qualified to serve as a director due to his experience in the biotechnology industry and the venture capital industry.
Gerald Brunk has served as a member of enGene’s Board since August 8, 2023 and as a member of the board of enGene Inc. since October 2017. Mr. Brunk is a co-founder and Managing Director at Lumira Ventures, a healthcare venture capital firm. Prior to
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beginning his venture capital career in 2002, Mr. Brunk was an entrepreneur and co-founder of several venture-capital funded healthcare companies and served as an Engagement Manager in the healthcare practice of The Boston Consulting Group from July 1994 to May 1999. Earlier, Mr. Brunk was a member of the investment banking group of Credit Suisse First Boston in New York from June 1990 to June 1992. Mr. Brunk received an MBA from Stanford University Graduate School of Business and a B.A. from the University of Virginia. The Board believes Mr. Brunk is qualified to serve as a director due to his experience in the biotechnology industry and the venture capital industry.
Dr. Richard M. Glickman has served as a member of enGene’s Board since April 24, 2023 and chairman of the Board since May 14, 2024. Prior to that appointment, he served as chair of the board of enGene Inc. since January 2015, and as a member of that board since October 2011. Dr. Glickman was a co-founder of Aurinia Pharma Corp. where he served as its Chairman and CEO until 2019. He was also the founding and current Chairman of the Board of Essa Pharmaceuticals Inc. He is currently a director and Chairman of the compensation committee, and a member of the nominating and corporate governance committee of Eupraxia Pharmaceuticals Inc. (TSX: EPRX; NASDAQ: EPRX), a clinical-stage biotechnology company. Previously, Dr. Glickman was a co-founder of Apsreva Pharmaceuticals where he served as its Chairman and CEO from 2001 to 2006. Dr Glickman is the recipient of numerous awards including the Ernst and Young Entrepreneur of the Year and Canada’s Top 40 under 40. Dr. Glickman holds a B.Sc. in Microbiology and Immunology from McGill University. The Board believes Dr. Glickman is qualified to serve as a director due to his extensive experience in the life science industry, including his broad leadership experience.
Paul Hastings has served as a member of the Board since May 15, 2024. He has served as the Chief Executive Officer and a member of the board of directors of Nkarta, Inc. (NASDAQ: NKTX) since February 2018. Prior to that, Mr. Hastings served as President, Chief Executive Officer, and Director of the publicly traded, clinical-stage biopharmaceutical company OncoMed Pharmaceuticals, Inc. from January 2006 until January 2018. In August 2013, he was elected chairman of the board of directors of OncoMed and served in that role until January 2018. Prior to joining OncoMed, Mr. Hastings was President, Chief Executive Officer, and Director of QLT, Inc., a publicly traded biotechnology company dedicated to the development and commercialization of innovative ocular products, from February 2002 to September 2006. From 2000 to 2002, Mr. Hastings served as President, Chief Executive Officer, and Director of Axys Pharmaceuticals, Inc., which was acquired by Celera Corporation in 2001. Mr. Hastings was also previously the President of Chiron Biopharmaceuticals, a division of Chiron Corporation, President and Chief Executive Officer of LXR Biotechnology, and he held a variety of management positions of increasing responsibility at Genzyme Corporation, including President of Genzyme Therapeutics Europe and President of Worldwide Therapeutics. Mr. Hastings previously served on the board of directors of Pacira Biosciences, Inc. (NASDAQ: PCRX), a publicly traded biotechnology company, Relypsa, a publicly traded biotechnology company acquired by Galencia AG, as chairman of the board of directors of Proteolix, Inc., a privately held biopharmaceutical company acquired by Onyx Pharmaceuticals, Inc., on the board of directors of ViaCell, Inc., a publicly traded biotechnology company sold to Perkin Elmer, and as a director of ViaCyte, Inc., a privately held regenerative medicine company acquired by Vertex Pharmaceuticals, Inc. Mr. Hastings currently serves as the immediate past Chair and Board Executive Committee member of the Biotechnology Innovation Organization. Mr. Hastings received a B.Sc. in pharmacy from the University of Rhode Island. The Board believes Mr. Hastings is qualified to serve as a director due to his extensive experience in the pharmaceutical and biotechnology industries, including his leadership and management experience.
Wouter Joustra has served as a member of the Board since May 15, 2024. He is a General Partner at Forbion, a leading European life sciences venture capital firm. At Forbion, Mr. Joustra is responsible for deal origination, general portfolio management and divestment strategies, and focuses on Forbion’s Growth Opportunities Funds, which concentrates on investing in late-stage life sciences companies. Prior to joining Forbion in 2019, Mr. Joustra previously was a Senior Trader, as well as Executive Board member of the Life Sciences franchise at Kempen, a European boutique investment bank. In this role, Mr. Joustra managed Kempen’s trading portfolio, and was involved in deal structuring and equity capital markets transactions, as well as larger block trades. Mr. Joustra also served as a member of the board of directors of Gyroscope Therapeutics until the closing of its acquisition by Novartis in February 2022 for up to $1.5 billion, the board of directors of VectivBio (NASDAQ: VECT) from December 2022 until the closing of its $1.2 billion acquisition by Ironwood Pharmaceuticals in December 2023, the board of directors of Aiolos Bio until the closing of its acquisition by GSK plc in February 2024 for up to $1.4 billion and the board of Forbion’s SPAC vehicle until the completion of the business combination of enGene Holdings Inc. (NASDAQ: ENGN) in October 2023. Currently Mr. Joustra serves on the board of directors of VectorY Therapeutics and of NewAmsterdam Pharma N.V. (NASDAQ: NAMS). Mr. Joustra holds an M.Sc. in Business Administration and a B.Sc. in International Business and Management from the University of Groningen. The Board believes Mr. Joustra is qualified to serve as a director due to his experience in the biotechnology industry and the venture capital industry.
Lota Zoth has served as a member of the Board since December 18, 2023. Ms. Zoth is a Certified Public Accountant and has also served as a member of the board of directors of 89BIO, Inc. (Nasdaq: ETNB), a clinical-stage biopharmaceutical company, since June 2020. She has also served as a member of the board of directors and chair of the audit committee of Inovio Pharmaceuticals, Inc. (Nasdaq: INO), a biotechnology company, since January 2018 and August 2018, respectively. Ms. Zoth previously served as a member of the board of directors and chair of the audit committee of Lumos Pharma, Inc. (Nasdaq: LUMO) (previously, NewLink Genetics Corporation), a biopharmaceutical company, from November 2012 to December 2024. Ms. Zoth also served as member of the board of directors and chair of the audit committee of Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical company, from November 2016, as chair of the board of directors from September 2019 to January 2022 and as lead director since January 2022, until
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stepping down from the Zymeworks Inc. board in December 2023. In addition, she previously served as a member of the board of Spark Therapeutics, Inc., a gene therapy platform company, from January 2016 to December 2019, Circassia Pharmaceuticals, plc (LON: CIR), a specialty biopharmaceutical company, from February 2015 to February 2019, Orexigen Therapeutics, Inc., a biopharmaceutical company, from April 2012 to May 2019, Aeras, a non-profit product development organization, from November 2011 to October 2018, Hyperion Therapeutics, Inc., a commercial-stage biopharmaceutical company, from February 2008 to May 2015 and Ikaria, Inc., a commercial stage biopharmaceutical company, from January 2008 to February 2014. Prior to her retirement, Ms. Zoth most recently served as Senior Vice President and Chief Financial Officer of MedImmune, Inc., a biotechnology company, from April 2004 to July 2007 and as Vice President, Controller & Chief Accounting Officer from August 2002 to April 2004. Ms. Zoth received her B.B.A. from Texas Tech University. The Board believes Ms. Zoth is qualified to serve as a director because of her experience as a senior executive and member of the board of other life science companies.
Role of Board in Risk Oversight
One of the key functions of the Board is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through the Board’s various standing committees that address risks inherent in their respective areas of oversight. Specifically, the audit committee of the Board is responsible for overseeing the management of risks associated with the Company’s financial reporting, accounting, and auditing matters, and the compensation committee of the Board oversees the management of risks associated with the Company’s compensation policies and programs.
Board Composition and Election of Directors
Board Composition
Our board of directors currently consists of seven (7) directors: (i) Ronald H.W. Cooper, the Chief Executive Officer and President of enGene, (ii) Jasper Bos, (iii) Gerald Brunk, (iv) Dr. Richard Glickman, (v) Paul Hastings, (vi) Wouter Joustra and (vii) Lota Zoth. Under the Business Corporations Act (British Columbia) (“BCBCA”), a director may be removed with or without cause by a resolution passed by a special majority of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote.
Staggered Board Provisions
Our articles of incorporation and notice of articles (together, the “Articles”) provide for a staggered board of directors consisting of three groups of directors with directors serving staggered three-year terms.
At every annual general meeting and in every unanimous shareholder resolution in lieu thereof, all of the directors whose terms expire cease to hold office immediately before the election or appointment of directors, but are eligible for re-election or re-appointment. The shareholders entitled to vote at the annual general meeting for the election of directors may elect, or in a unanimous resolution appoint, the number of directors required to fill any vacancies created. The directors will hold office for the applicable terms contemplated in the staggered board provisions. Upon the resignation of a director, the remaining directors may fill the casual vacancy resulting from such resignation for the remainder of the unexpired term.
The terms of office for each of our directors are as follows:
Upon the expiry of the initial terms described above, directors will be elected pursuant to Article 14.2 of the Articles to hold office for three-year terms expiring on the third annual general meeting following their election.
Replacement or Removal of Directors
Under the BCBCA and the Articles, a director may be removed with or without cause by a special resolution passed by a special majority (being two-thirds) of the votes cast by shareholders present in person or by proxy at a duly convened meeting and who are entitled to vote.
To the extent directors are elected or appointed to fill casual vacancies or vacancies arising from the removal of directors, in both instances whether by shareholders or directors, the directors shall hold office until the remainder of the unexpired portion of the term of the departed director that was replaced.
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Under the Articles, the number of directors of enGene must be set at a minimum of three (3). The directors will be authorized to determine the actual number of directors to be elected from time to time.
Director Term Limits and Other Mechanisms of Board Renewal
enGene’s Board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the nominating and corporate governance committee of the Board has developed a skills and competencies matrix for enGene’s Board as a whole and for individual directors. The nominating and corporate governance committee has developed and oversees a process for the assessment of the Board, each committee and each director regarding their or its effectiveness and contribution, and report evaluation results to the Board on a regular basis.
enGene does not have a formal policy nor measurable objectives (such as a target) regarding board diversity or for the representation of women on their board of directors, management team or executive officers. enGene expects that its priority in the selection of enGene’s Board members will be to identify members who will further the interests of its shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, and knowledge of enGene’s business and understanding of the competitive landscape.
Independence of the Members of the Board of Directors
Director Independence
Applicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) implemented by the Canadian Securities Administrators, a director is considered to be independent if that person is independent within the meaning of National Instrument 52-110 — Audit Committees (“NI 52-110”). Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of enGene’s Board of Directors, be reasonably expected to interfere with a director’s independent judgment.
enGene’s Board has determined that (i) each of Jasper Bos, Gerald Brunk, Richard Glickman, Paul Hastings, Wouter Joustra and Lota Zoth is an independent director under applicable Nasdaq rules and pursuant to NI 52-110 and (ii) each of Gerald Brunk, Richard Glickman, Paul Hastings and Lota Zoth are independent under the heightened independence standards of NI 52-110, the SEC and Nasdaq rules for audit committee independence.
The independent directors of enGene’s Board hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance.
Mandate of the Board of Directors
enGene’s Board is responsible for the stewardship of the Company and providing oversight as to the management of enGene and its affairs, including providing guidance and strategic oversight to management. enGene’s Board has adopted a formal mandate that includes the following:
Meetings of Directors
enGene’s board of directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the
8
directors may from time to time determine. The independent members of enGene’s board of directors will also meet, as required, without the non-independent directors and members of management before or after each regularly scheduled board meeting.
A director who has a material interest in a matter before the Board or any committee on which they serve is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by the Board or any committee on which they serve, such director may be required to absent themselves from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply with the relevant provisions of the BCBCA regarding conflicts of interest.
The frequency of meetings of the Board and the nature of agenda items may change from year to year depending upon the Company’s activities, however the Board generally meets at least quarterly, and at each meeting there is a review of enGene’s business. The Board facilitates its exercise of independent supervision over the Company’s management by holding regular meetings of the Board where the directors discuss significant corporate activities and plans, both with and without members of the Company’s management being in attendance.
Board Committees
The standing committees of the Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee. The Board may from time to time establish other committees.
Our chief executive officer and other executive officers will regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of the board of directors provides appropriate risk oversight of our activities.
Audit Committee
enGene has established an audit committee comprised of independent directors as required by applicable SEC, Nasdaq rules and NI 52-110. At least one member of the audit committee will qualify as an “audit committee financial expert”, as such term is defined the rules and regulations established by the SEC, and all members of the audit committee are “financially literate”, as such term is defined in NI 52-110 (except as may be permitted by NI 52-110). The principal purpose of enGene’s audit committee is to assist the Board in its oversight of:
The Board has established a written charter setting forth the purpose, composition, authority and responsibility of the audit committee, consistent with the rules of the Nasdaq, the SEC and NI 52-110.
enGene’s audit committee has access to all of the Company’s books, records, facilities and personnel and may request any information about enGene as it may deem appropriate. It also has the authority in its sole discretion and at enGene’s expense, to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities.
The audit committee currently consists of Lota Zoth (Chair), Gerald Brunk and Richard Glickman. The Board has determined that Ms. Zoth qualifies as an audit committee financial expert.
Compensation Committee
Under SEC and the Nasdaq rules, there are heightened independence standards for members of the compensation committee. enGene’s compensation committee members meet this heightened standard and are also independent for purposes of NI 58-101. The functions of the compensation committee include:
9
The Board has established a written charter that sets forth the purpose, composition, authority and responsibility of the compensation committee consistent with the rules of the Nasdaq, the SEC and the guidance of the Canadian Securities Administrators.
The compensation committee currently consists of Gerald Brunk (Chair), Paul Hastings and Wouter Joustra.
Nominating and Corporate Governance Committee
The members of the nominating and governance committee are independent for purposes of NI 58-101.
enGene’s Board has established a written charter that sets forth the purpose, composition, authority and responsibility of enGene’s nominating and corporate governance committee. The nominating and corporate governance committee’s purpose is to assist the Board in:
In identifying new candidates for enGene’s Board, the nominating and corporate governance committee will consider what competencies and skills the Board, as a whole, should possess and assess what competencies and skills each existing director possesses, considering enGene’s Board as a group, and the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic.
It is the responsibility of the nominating and corporate governance committee to regularly evaluate the overall efficiency of enGene’s Board and its Chair and all board committees and their chairs. As part of its mandate, the nominating and corporate governance committee will conduct the process for the assessment of enGene’s Board, each committee and each director regarding their or its effectiveness and contribution, and report evaluation results to the Board on a regular basis.
The nominating and corporate governance committee currently consists of Richard Glickman (Chair), Jasper Bos, Paul Hastings and Lota Zoth.
Code of Business Conduct and Ethics
enGene has established a code of business conduct and ethics (the “Code of Conduct”) applicable to all of enGene’s directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer, controller or principal accounting officer, or other persons performing similar functions, which will be a “code of ethics” as defined in Item 406(b) of Regulation S-K promulgated by the SEC and which will be a “code” under NI 58-101. The Code of Conduct sets out the fundamental values and standards of behavior that are expected from enGene’s directors, officers, employees, consultants and contractors with respect to all aspects of its business. The objective of the Code of Conduct is to provide written standards designed to promote integrity and deter wrongdoing.
The full text of the Code of Conduct is posted on enGene’s website at www.engene.com. The written Code of Conduct is filed with the Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca. Information contained on, or that can be accessed through, enGene’s website does not constitute a part of this Amendment No. 1 and is not incorporated by reference herein. If enGene
10
makes any amendment to the Code of Conduct or grants any waivers, including any implicit waiver, from a provision of the code of ethics included within the Code of Conduct, enGene will disclose the nature of such amendment or waiver on its website to the extent required by the rules and regulations of the SEC and the Canadian Securities Administrators. enGene intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, by posting such information on enGene’s internet website.
Monitoring Compliance with the Code of Conduct
enGene’s nominating and corporate governance committee is responsible for reviewing and evaluating the Code of Conduct at least annually and recommending any necessary or appropriate changes to the Board for consideration. Additionally, the nominating and corporate governance committee assists enGene’s Board with the monitoring of compliance with the Code of Conduct, and will be responsible for considering any waivers of the Code of Conduct (other than waivers applicable to members of the nominating and corporate governance committee, which shall be considered by the audit committee, or waivers applicable to enGene’s directors or executive officers, which shall be subject to review by the Board as a whole).
Insider Trading Policy
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted and maintain our Insider Trading Policy which we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Our Insider Trading Policy was filed as Exhibit 19 to the Original Form 10-K filed with the SEC on December 19, 2024. Our Insider Trading Policy governs the purchase, sale and/or other disposition of our securities and applies to all directors, officers, and employees of enGene and its subsidiaries as well as consultants that we may designate from time to time. Pursuant to the Company’s Insider Trading Policy, every Company insider is prohibited from speculative or indirect trading in Company securities – such as short sales, trading in puts, calls or options – or similar rights or obligations to buy or sell Company securities, or the purchase of Company securities with the intention of quickly reselling them. In addition, Company insiders may not buy Company securities on margin, and are prohibited from purchasing financial instruments designed to hedge or offset a decrease in the market value of Company securities. Insiders are strongly discouraged from using Company securities as collateral for loans or in margin accounts. In addition, our policy prohibits Company insiders from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit or to make recommendations or express opinions to another person regarding trading our securities. In addition, we maintain a quarterly black-out window and will impose special blackout periods during which applicable individuals may not trade.
Company insiders are permitted to enter into trading plans that are intended to comply with the requirements of Exchange Act Rule 10b5-1 and comparable Canadian securities law requirements so they may make predetermined trades of our securities.
Corporate Governance Guidelines
The Rule 5600 Series of the Nasdaq Listing Rules generally requires that a listed company’s constituting documents provide for a quorum for any meeting of the holders of the company’s Common Shares that is greater than 33-1/3% of the outstanding shares of the company’s Common Shares that provide voting rights. enGene’s Articles provide that a quorum of shareholders is the holders of at least 33-1/3% of the shares entitled to vote at the meeting, present in person or represented by proxy, and at least two persons entitled to vote at the meeting, present in person or represented by proxy.
Except as stated above, enGene complies with the rules generally applicable to U.S. domestic companies listed on the Nasdaq.
The Canadian Securities Administrators has issued corporate governance guidelines pursuant to National Policy 58-201 — Corporate Governance Guidelines (the “Corporate Governance Guidelines”), together with certain related disclosure requirements pursuant to NI 58-101. The Corporate Governance Guidelines are recommended as guidelines for issuers to consider in developing their own corporate governance practices. enGene recognizes that good corporate governance plays an important role in its overall success and in enhancing shareholder value and, accordingly, enGene has adopted certain corporate governance policies and practices which reflect its consideration of the recommended Corporate Governance Guidelines.
The disclosure herein describes enGene’s approach to corporate governance in relation to the Corporate Governance Guidelines.
Item 11. Executive Compensation.
Executive Compensation Overview
The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.
11
The compensation provided to our named executive officers for the fiscal years ended October 31, 2024 and 2023 (“fiscal 2024” and “fiscal 2023,” respectively) is detailed in the Summary Compensation Table and accompanying footnotes and narrative that follow this section.
For fiscal 2024, the “named executive officers” and their positions were as follows:
Summary Compensation Table
The following table presents information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the fiscal years ended October 31, 2024 and 2023.
Name and Principal Position(1) |
|
Fiscal |
|
|
|
Bonus($)(3) |
|
Option |
|
|
Nonequity |
|
|
All Other |
|
|
Total |
|
|||||
Ronald H.W. Cooper |
|
2024 |
|
|
196,951 |
|
- |
|
|
7,985,375 |
|
|
|
246,960 |
|
|
|
4,526 |
|
|
|
8,433,812 |
|
Chief Executive Officer and President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raj S. Pruthi, MD, MHA, FACS |
|
2024 |
|
|
253,483 |
|
- |
|
|
2,005,951 |
|
|
|
200,320 |
|
|
|
6,305 |
|
|
|
2,466,059 |
|
Chief Medical Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lee G. Giguere |
|
2024 |
|
|
312,735 |
|
137,150 |
|
|
2,698,001 |
|
|
|
147,862 |
|
|
|
7,701 |
|
|
|
3,303,449 |
|
Chief Legal Officer & Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason D. Hanson |
|
2024 |
|
|
427,283 |
|
- |
|
|
- |
|
|
|
- |
|
|
|
571,946 |
|
|
|
999,299 |
|
Former Chief Executive Officer |
|
2023 |
|
|
442,337 |
|
- |
|
|
1,536,357 |
|
|
|
204,340 |
|
|
|
9,900 |
|
|
|
2,192,934 |
|
Narrative to Summary Compensation Table
Base Salaries
We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. For the fiscal year ended October 31, 2024, the annualized base salary for each of Mr. Cooper, Mr. Giguere and Mr.
12
Hanson, was $700,000, $410,000, and $590,000, respectively, and, following Dr. Pruthi’s promotion to Chief Medical Officer on July 22, 2024, his annualized base salary was $460,000.
Cash Incentive Compensation
We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations. Cash bonuses are earned by our executives based on the achievement of overall company performance criteria over the course of each calendar year (not fiscal year). Accordingly, amounts for each of the Company’s named executive officers in the “Nonequity incentive plan compensation” column for fiscal 2024 and fiscal 2023 were awarded as a result of the achievement of certain performance measures over calendar years 2024 and 2023. The company performance criteria for calendar years 2024 and 2023 included operational goals in the areas of the clinical development of detalimogene voraplasmid, or detalimogene, potential indications for detalimogene or the DDX platform, manufacturing of detalimogene, financing activity and building the corporate organization and corporate brand. For 2024, the compensation committee determined that overall corporate performance was achieved based on an assessment of the pre-established 2024 corporate goals and determined to grant cash incentive compensation awards to our named executive officers for 2024 in the amounts of $246,960, $200,320 and $147,862 to Mr. Cooper, Dr. Pruthi and Mr. Giguere, respectively.
Equity Compensation
Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe that equity grants provide our executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executive officers and our shareholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. Executive grants are typically negotiated in connection with their hiring. In connection with the hiring of our named executive officers in fiscal 2024, we awarded stock options for Common Shares in the amounts of 1,250,000, 125,000 and 225,000 to Mr. Cooper, Dr. Pruthi and Mr. Giguere, respectively, and awarded a stock option for Common Shares in the amount of 110,000 to Dr. Pruthi in connection with his promotion to Chief Medical Officer. The stock options granted to our named executive officers each have a 10-year term and vests over four years, with 25% of the underlying shares vesting on the one-year anniversary of the grant date or employment commencement date, as applicable, and the remainder vesting in equal amounts monthly for three years thereafter, subject to the named executive officer’s continued service as an employee of, or other service provider to, the Company through the applicable vesting dates.
Employment Arrangements with our Named Executive Officers
Ronald H.W. Cooper
On July 22, 2024, in connection with Mr. Cooper’s appointment as Chief Executive Officer, enGene USA, Inc., an indirect, wholly-owned subsidiary of the Company (“enGene USA”), Mr. Cooper entered into an employment agreement (the “Cooper Employment Agreement”). The Cooper Employment Agreement has no fixed term and is terminable at will. Mr. Cooper is entitled under the Cooper Employment Agreement to an annual base salary of $700,000, an annual 60% bonus opportunity, and to participate in enGene USA’s employee benefit plans. In addition, the Cooper Employment Agreement provided for the grant to Mr. Cooper of an inducement equity award consisting of a non-qualified stock option to purchase 1,250,000 Common Shares. The Company granted the stock option to Mr. Cooper on July 22, 2024 at an exercise price per share of $8.81. The agreement to grant the stock option was an inducement material to Mr. Cooper’s entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4). While the stock option was granted outside of the Company’s Amended and Restated enGene Holdings Inc. 2023 Incentive Equity Plan, it has terms and conditions consistent with those set forth under the plan.
Pursuant to the Cooper Employment Agreement, (a) upon the termination of Mr. Cooper’s employment by enGene USA without Cause (as defined in the Cooper Employment Agreement) or by Mr. Cooper for Good Reason (as defined in the Cooper Employment Agreement), Mr. Cooper is entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) twelve months of continued health insurance benefits, (iii) a prorated portion of his annual bonus, (iv) acceleration and vesting of any then unvested time-based equity awards that would have vested in the twelve-month period following such termination, and (v) acceleration and vesting of any then unvested equity awards that are subject to performance-based vesting; and (b) upon the termination of Mr. Cooper by enGene USA without Cause or by Mr. Cooper for Good Reason during a change in control period, which includes the ninety days prior to and twelve months following a change in control, Mr. Cooper is entitled to receive post-termination severance benefits from enGene USA consisting of (i) eighteen months’ base salary, (ii) an amount equal to his annual bonus opportunity at the target level, (iii) eighteen months of post-termination health insurance benefits; and (iv) acceleration and vesting of all then unvested equity awards, regardless of any restriction with respect to time, performance or other restrictions.
In addition, pursuant to the Cooper Employment Agreement, Mr. Cooper has agreed to standard restrictive covenant obligations, including a noncompete and nonsolicit obligation which run while employed and for twelve months thereafter, or eighteen months, if such termination occurs during a change in control period.
As an employee of the Company, Mr. Cooper will not receive any separate compensation for his service on the Board.
13
Raj S. Pruthi
On July 16, 2024, in connection with Dr. Pruthi’s promotion to Chief Medical Officer, enGene USA and Dr. Pruthi entered into an employment agreement (the “Pruthi Employment Agreement”) to be effective as of July 22, 2024. The Pruthi Employment Agreement has no fixed term and is terminable at will. Mr. Pruthi is entitled to, under the Pruthi Employment Agreement, an annual base salary of $460,000, an annual 40% bonus opportunity, and eligibility to participate in enGene USA’s employee benefit plans. In addition, the Pruthi Employment Agreement provided for the grant to Dr. Pruthi of a stock option to purchase 110,000 Common Shares. The Company granted the stock option to Dr. Pruthi on July 24, 2024 at an exercise price per share of $8.65.
Pursuant to the Pruthi Employment Agreement, (a) upon the termination of Dr. Pruthi’s employment by enGene USA without Cause (as defined in the Pruthi Employment Agreement) or by Dr. Pruthi for Good Reason (as defined in the Pruthi Employment Agreement), Dr. Pruthi is entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) twelve months of continued health insurance benefits, (iii) a prorated portion of his annual bonus, if such termination occurs six months or more into the applicable performance period for such annual bonus, and (iv) acceleration and vesting of any then unvested time-based equity awards that would have vested in the twelve-month period following such termination; and (b) upon the termination of Dr. Pruthi by enGene USA without Cause or by Dr. Pruthi for Good Reason during a change in control period, which includes the ninety days prior to and twelve months following a change in control, Dr. Pruthi is entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) an amount equal to his annual bonus opportunity at the target level, (iii) twelve months of post-termination health insurance benefits; and (iv) acceleration and vesting of all then unvested time-based equity awards.
In addition, pursuant to the Pruthi Employment Agreement, Dr. Pruthi has agreed to standard restrictive covenant obligations, including a noncompete and nonsolicit obligation which run while employed and for twelve months thereafter.
Lee G. Giguere
On April 22, 2024, enGene USA and the Company’s Chief Legal Officer, Lee G. Giguere, entered into an employment agreement (the “Giguere Employment Agreement”) to be effective as of January 29, 2024. The Giguere Employment Agreement has no fixed term and is terminable at will. Mr. Giguere is entitled to, under the Giguere Employment Agreement, an annual base salary of $410,000, an annual 40% bonus opportunity, and eligibility to participate in enGene USA’s employee benefit plans. Mr. Giguere is also entitled to a cash signing bonus in the amount of $137,150, which was paid in the first regular payroll period following Mr. Giguere’s commencement of employment, and which shall be deemed earned upon completion of one full year of active employment with the Company. Additionally, Mr. Giguere was eligible to receive a grant of an option to acquire 225,000 Common Shares at an exercise price equal to the fair value of such Common Shares on the grant date and which shall vest at 25% on the first anniversary of his employment commencement date, with the remaining portion to vest monthly over the remaining three years. The Company granted the stock option to Mr. Giguere on March 15, 2024 at an exercise price per share of $16.85.
Pursuant to the Giguere Employment Agreement, (a) upon the termination of Mr. Giguere’s employment by enGene USA without Cause (as defined in the Giguere Employment Agreement) or by Mr. Giguere for Good Reason (as defined in the Giguere Employment Agreement), Mr. Giguere is entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) twelve months of continued health insurance benefits, (iii) a prorated portion of his annual bonus, if such termination occurs six months or more into the applicable performance period for such annual bonus, and (iv) acceleration and vesting of any then unvested time-based equity awards that would have vested in the twelve-month period following such termination; and (b) upon the termination of Mr. Giguere by enGene USA without Cause or by Mr. Giguere for Good Reason during a change in control period, which includes the ninety days prior to and twelve months following a change in control, Mr. Giguere is entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) an amount equal to his annual bonus opportunity at the target level, (iii) twelve months of post-termination health insurance benefits; and (iv) acceleration and vesting of all then unvested time-based equity awards.
In addition, pursuant to the Giguere Employment Agreement, Mr. Giguere has agreed to standard restrictive covenant obligations, including a noncompete and nonsolicit obligation which run while employed and for twelve months thereafter.
Jason D. Hanson
On November 8, 2023, enGene USA and the Company’s then Chief Executive Officer, Jason Hanson, entered into an employment agreement (the “Hanson Employment Agreement”) to be effective as of November 1, 2023. The Hanson Employment Agreement replaced the prior employment agreement between Mr. Hanson and enGene Inc., dated as of July 9, 2018, which agreement governed Mr. Hanson’s compensation arrangements for fiscal year 2022.
The Hanson Employment Agreement had no fixed term and was terminable at will, and entitled Mr. Hanson to an annual base salary of $590,000, an annual 55% bonus opportunity, and eligibility to participate in enGene USA’s employee benefit plans.
14
The Hanson Employment Agreement provided that, (a) upon the termination of Mr. Hanson’s employment by enGene USA without Cause (as defined in the Hanson Employment Agreement) or by Mr. Hanson for Good Reason (as defined in the Hanson Employment Agreement), Mr. Hanson would be entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) twelve months of continued health insurance benefits, (iii) a prorated portion of his annual bonus, if such termination occurs six months or more into the applicable performance period for such annual bonus, and (iv) acceleration and vesting of any then unvested time-based equity awards that would have vested in the twelve-month period following such termination; and (b) upon the termination of Mr. Hanson by enGene USA without Cause or by Mr. Hanson for Good Reason during a change in control period, which includes the ninety days prior to and twelve months following a change in control, Mr. Hanson would be entitled to receive post-termination severance benefits from enGene USA consisting of (i) eighteen months’ base salary, (ii) an amount equal to his annual bonus opportunity at the target level, (iii) eighteen months of post-termination health insurance benefits; and (iv) acceleration and vesting of all then unvested time-based equity awards.
In addition, pursuant to the Hanson Employment Agreement, Mr. Hanson agreed to standard restrictive covenant obligations, including a noncompete and nonsolicit obligation which were to run while employed and for twelve months thereafter, or eighteen months, if such termination were to occur during a change in control period.
Hanson Transition Agreement
As previously disclosed, in February 2024, Mr. Hanson notified the Company of his intention to resign due to personal reasons, pending a successful search for his successor. In connection with Mr. Hanson’s planned resignation, on February 13, 2024, enGene USA entered into a Transition and Modified Employment Agreement (the “Hanson Transition Agreement”) with Mr. Hanson, which amended and modified the Hanson Employment Agreement. On July 23, 2024, enGene USA and Mr. Hanson entered into the Amendment to Transition and Modification Agreement (the “TMA Amendment”), which amended the Hanson Transition Agreement. Under the terms of the Hanson Employment Agreement, as amended by the Hanson Transition Agreement and the TMA Amendment, upon Mr. Hanson’s voluntary resignation or death or disability and subject to execution and non-revocation of a customary release, Mr. Hanson is entitled to:
The Hanson Transition Agreement further provided that, in the event Mr. Hanson were to resign upon the appointment by the Company of a new chief executive officer, Mr. Hanson would be immediately engaged in a consulting role to provide transition services as a Senior Strategic Advisor to the Company for a period of at least six months following the effective date of resignation (the “Consulting Period”) in exchange for a monthly fee of $25,000 for the initial six-month Consulting Period, and $500 per hour thereafter, provided that Mr. Hanson need not devote more than fifteen (15) hours per week to providing such transition services.
In connection with the Company’s appointment of Mr. Cooper as the Company’s new Chief Executive Officer on July 22, 2024, Mr. Hanson voluntarily resigned as Chief Executive Officer and was immediately engaged in a consulting role to provide transition services as a Senior Strategic Advisor to the Company.
Outstanding Equity Awards at 2024 Fiscal Year-End
The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of October 31, 2024.
Name |
|
Grant |
|
Number Of |
|
|
|
Number Of |
|
|
|
Option |
|
|
Option |
|||
Ronald H.W. Cooper |
|
7/22/2024 |
|
|
- |
|
(1) |
|
|
1,250,000 |
|
|
|
|
8.81 |
|
|
7/22/2034 |
Raj S. Pruthi |
|
4/22/2024 |
|
|
- |
|
(2) |
|
|
125,000 |
|
|
|
|
14.80 |
|
|
4/22/2034 |
|
|
7/24/2024 |
|
|
- |
|
(3) |
|
|
110,000 |
|
|
|
|
8.65 |
|
|
7/24/2034 |
15
Lee G. Giguere |
|
3/15/2024 |
|
|
- |
|
(4) |
|
|
225,000 |
|
|
|
|
16.85 |
|
|
3/15/2034 |
Jason D. Hanson |
|
7/9/2018 |
|
|
137,051 |
|
(5) |
|
|
— |
|
|
|
|
0.88 |
|
|
7/9/2028 |
|
|
7/30/2019 |
|
|
30,939 |
|
(5) |
|
|
— |
|
|
|
|
0.88 |
|
|
7/30/2029 |
|
|
8/20/2021 |
|
|
524,544 |
|
(5) |
|
|
— |
|
|
|
|
0.88 |
|
|
8/20/2031 |
|
|
8/20/2021 |
|
|
10,906 |
|
(5) |
|
|
— |
|
|
|
|
0.88 |
|
|
8/20/2031 |
|
|
7/7/2023 |
|
|
512,826 |
|
(5) |
|
|
— |
|
|
|
|
4.25 |
|
|
7/7/2033 |
Employee Benefit and Equity Compensation Plans
Summary of the Equity Plans
For the fiscal year ended October 31, 2023, executive compensation was under enGene Inc.’s employee stock option plan and equity incentive plan (together, the “enGene Inc. Plans”). Pursuant to the enGene Inc. Plans, stock options to purchase non-voting common shares of enGene Inc. were granted to directors, officers, employees, consultants and members of the scientific advisory board. The enGene Inc. Plans provided for the issuance of Common Share options up to a maximum of 15% of the aggregate issued and outstanding common shares and non-voting common shares of enGene Inc. calculated on an as converted and fully diluted basis. enGene Inc.’s board of directors administered the enGene Inc. Plans. It was enGene Inc.’s policy to establish the exercise price at an amount that approximates (and is no less than) the fair value of the underlying shares on the date of grant as determined by the board of directors.
For the fiscal year ended October 31, 2024, the enGene Inc. Plans have been superseded by the enGene Holdings Inc. Amended and Restated 2023 Incentive Equity Plan (the “Incentive Equity Plan”). The following is a summary of the Incentive Equity Plan.
Type of Awards
The Incentive Equity Plan provides for the issuance of stock options (including non-statutory stock options and incentive stock options), stock appreciation rights (“SARs”), restricted shares, restricted share units and other share-based awards to employees, non-employee directors, and certain consultants and advisors of enGene or its subsidiaries.
Administration
The Incentive Equity Plan is administered by the compensation committee of the Board or another committee appointed by the Board to administer the Incentive Equity Plan (the “Committee”); provided that any grants to members of the Board must be authorized by a majority of the Board (counting all the Board members for purposes of a quorum, but only non-interested Board members for purposes of such majority approval). The Committee (if other than the full Board) must consist of directors who are “non-employee directors” as defined under Rule 16b-3 promulgated under the Exchange Act and “independent directors,” as determined in accordance with the independence standards established by the stock exchange on which the Common Shares is at the time primarily traded. The Committee may delegate authority under the Incentive Equity Plan to one or more subcommittees as it deems appropriate. Subject to compliance with applicable law and stock exchange requirements, so long as the Chief Executive Officer is also a director on the Board, the Committee may delegate all or part of its authority to the Chief Executive Officer (or if there is none then appointed, the President), as it deems appropriate, with respect to grants to employees or consultants who are not executive officers under Section 16 of the Exchange Act.
Shares Subject to the Incentive Equity Plan
As of February 14, 2025, the number of Common Shares subject to the Incentive Equity Plan was 9,809,943, inclusive of 2,626,397 Common Shares enGene is authorized to issue under the plan, plus 7,183,546 Common Shares that are subject to outstanding grants. The Incentive Equity Plan contains an evergreen provision, pursuant to which, commencing with the first business day of each calendar year, the aggregate number of Common Shares that may be issued or transferred under the Incentive Equity Plan will be increased by a number of Common Shares equal to the lesser of (x) 5% of the issued and outstanding Common Shares, or (y) such lesser number of shares as may be determined by the Committee.
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If any options or SARs granted under the Incentive Equity Plan (including options or SARs granted under the prior enGene Inc. Plans) expire or are canceled, forfeited, exchanged, or surrendered without having been exercised, or if any share awards, share units, or other share-based awards granted under the Incentive Equity Plan (including options or SARs granted under the prior enGene Inc. Plans) are forfeited, terminated, or otherwise not paid in full, the Common Shares subject to such awards will again be available for purposes of the Incentive Equity Plan. If Common Shares are surrendered in payment of the exercise price of an option, the number of Common Shares available for issuance under the Incentive Equity Plan will be reduced only by the net number of shares actually issued by the Company upon such exercise and not by the gross number of shares as to which such option is exercised. Upon the exercise of any SAR under the Incentive Equity Plan, the number of Common Shares available for issuance will be reduced only by the net number of shares actually issued by the Company upon such exercise.
If Common Shares are withheld by the Company in satisfaction of the withholding taxes incurred in connection with the issuance, vesting or exercise of any grant or the issuance of Common Shares under the Incentive Equity Plan, the number of Common Shares available for issuance will be reduced by the net number of shares issued, vested, or exercised under such grant, calculated in each instance after payment of such share withholding. If any awards are paid in cash, and not in Common Shares, any Common Shares subject to such awards will also be available for future awards. If the Company repurchases its Common Shares on the open market with the proceeds from the exercise price the Company receives from options, the repurchased shares will not be available for issuance under the Incentive Equity Plan.
Individual Limits for Non-Employee Directors
The maximum aggregate grant date value of Common Shares granted to any non-employee director in any one calendar year, taken together with any cash fees earned by such non-employee director for services rendered during the calendar year, shall not exceed $500,000 in total value; provided, however, that with respect to the year during which a non-employee director is first appointed or elected to the Board, the maximum aggregate grant date value of Common Shares granted to such non-employee director, taken together with any cash fees earned by such non-employee director for services rendered during such period, shall not exceed $750,000 in total value during the initial annual period.
Adjustments
In connection with stock splits, stock dividends, recapitalizations, and certain other events affecting Common Shares, the Committee will make adjustments as it deems appropriate in: the maximum number of Common Shares reserved for issuance as grants; the maximum amount of awards that may be granted to any individual non-employee director in any year; the number and kind of shares covered by outstanding grants; the number and kind of shares that may be issued under the Incentive Equity Plan; the price per share or market value of any outstanding grants; the exercise price of options; the base amount of SARs; and the performance goals or other terms and conditions as the Committee deems appropriate.
Eligibility and Vesting
All of the employees and non-employee directors of enGene are eligible to receive grants under the Incentive Equity Plan. In addition, consultants who perform certain services for enGene may receive grants under the Incentive Equity Plan. The Committee will (i) select the employees, non-employee directors, and consultants to receive grants and (ii) determine the number of Common Shares subject to a particular grant and the vesting and exercisability terms of awards granted under the Incentive Equity Plan.
Options
Under the Incentive Equity Plan, the Committee will determine the exercise price of the options granted and may grant options to purchase Common Shares in such amounts as it determines. The Committee may grant options that are intended to qualify as incentive stock options under Section 422 of the Code, or non-qualified stock options, which are not intended to so qualify. Incentive stock options may only be granted to employees. Anyone eligible to participate in the Incentive Equity Plan may receive a grant of non-qualified stock options. The exercise price of a stock option granted under the Incentive Equity Plan cannot be less than the fair market value of a Common Share on the date the option is granted. If an incentive stock option is granted to a 10% shareholder of the total combined voting power of all classes of enGene securities, the exercise price cannot be less than 110% of the fair market value of a Common Share on the date the option is granted.
The exercise price for any option is generally payable in cash. In certain circumstances as permitted by the Committee, the exercise price may be paid: by the surrender of Common Shares with an aggregate fair market value, on the date the option is exercised, equal to the exercise price; by payment through a broker in accordance with procedures established by the Federal Reserve Board; solely with respect to non-qualified stock options, by Common Shares subject to the exercisable option that have a fair market value on the date of exercise equal to the aggregate exercise price; or by such other method as the Committee approves.
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The term of an option cannot exceed 10 years from the date of grant, except that if an incentive stock option is granted to a 10% shareholder of the total combined voting power of all class of enGene securities, the term cannot exceed five years from the date of grant. In the event that on the last day of the term of a non-qualified stock option, the exercise is prohibited by applicable law, including a prohibition on purchases or sales of Common Shares under the enGene insider trading policy, or pursuant to any restrictions on transfer imposed by the Committee, the term of the non-qualified option will be extended for a period of 30 days following the end of the legal prohibition, or until the expiration of such restrictions on transfer, unless the Committee determines otherwise.
Except as provided in the grant instrument, an option may only be exercised while a participant is employed by or providing service to us. The Committee will determine in the grant instrument under what circumstances and during what time periods a participant may exercise an option after termination of employment.
Share Awards
Under the Incentive Equity Plan, the Committee may grant share awards. A share award is an award of Common Shares that may be subject to restrictions as the Committee determines. The restrictions, if any, may lapse over a specified period of employment or based on the satisfaction of pre-established criteria, in installments or otherwise, as the Committee may determine, including, but not limited to, restrictions based on the achievement of performance goals. Except to the extent restricted under the grant instrument relating to the share award, a participant will have all of the rights of a shareholder as to those shares, including the right to vote and the right to receive dividends or distributions on the shares. Dividends with respect to share awards that vest based on performance shall vest if and to the extent that the underlying share award vests, as determined by the Committee. All unvested share awards are forfeited if the participant’s employment or service is terminated for any reason, unless the Committee determines otherwise.
Share Units
Under the Incentive Equity Plan, the Committee may grant share units to anyone eligible to participate in the Incentive Equity Plan. Share units represent hypothetical Common Shares. Share units become payable on terms and conditions determined by the Committee, including specified performance goals, and will be payable in cash, Common Shares, or a combination thereof, as determined by the Committee. All unvested share units are forfeited if the participant’s employment or service is terminated for any reason, unless the Committee determines otherwise.
Stock Appreciation Rights
Under the Incentive Equity Plan, the Committee may grant SARs, which may be granted separately or in tandem with any option. SARs granted in tandem with a non-qualified stock option may be granted either at the time the non-qualified stock option is granted or any time thereafter while the option remains outstanding. SARs granted in tandem with an incentive stock option may be granted only at the time the grant of the incentive stock option is made. The Committee will establish the base amount of the SAR at the time the SAR is granted, which will be equal to or greater than the fair market value of a Common Share as of the date of grant.
If a SAR is granted in tandem with an option, the number of SARs that are exercisable during a specified period will not exceed the number of Common Shares that the participant may purchase upon exercising the related option during such period. Upon exercising the related option, the related SARs will terminate, and upon the exercise of a SAR, the related option will terminate to the extent of an equal number of Common Shares. Generally, SARs may only be exercised while the participant is employed by, or providing services to, us. When a participant exercises a SAR, the participant will receive the excess of the fair market value of the underlying Common Shares over the base amount of the SAR. The appreciation of a SAR will be paid in Common Shares, cash, or both.
The term of a SAR cannot exceed 10 years from the date of grant. In the event that on the last day of the term of a SAR, the exercise is prohibited by applicable law, including a prohibition on purchases or sales of Common Shares under our Insider Trading Policy, or pursuant to any restrictions on transfer imposed by the Committee, the term of the SAR will be extended for a period of 30 days following the end of the legal prohibition, or until the expiration of such restrictions on transfer, unless the Committee determines otherwise.
Other Share-Based Awards
Under the Incentive Equity Plan, the Committee may grant other types of awards that are based on, or measured by, Common Shares, and granted to anyone eligible to participate in the Incentive Equity Plan. The Committee will determine the terms and conditions of such awards. Other share-based awards may be payable in cash, Common Shares or a combination of the two, as determined by the Committee.
Dividend Equivalents
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Under the Incentive Equity Plan, the Committee may grant dividend equivalents in connection with grants of share units or other share-based awards made under the Incentive Equity Plan. Dividend equivalents entitle the participant to receive amounts equal to ordinary dividends that are paid on the shares underlying a grant while the grant is outstanding. The Committee will determine whether dividend equivalents will be paid currently or accrued as contingent cash obligations. Dividend equivalents may be paid in cash or Common Shares. The Committee will determine the terms and conditions of the dividend equivalent grants, including whether the grants are payable upon the achievement of specific performance goals. Dividend equivalents with respect to share units or other share-based awards that vest based on performance shall vest and be paid only if and to the extent that the underlying share units or other share-based awards vest and are paid as determined by the Committee.
Change of Control
If the Company experiences a change of control where the Company is not the surviving company (or survives only as a subsidiary of another company), unless the Committee determines otherwise, all outstanding grants that are not exercised or paid at the time of the change of control will be assumed, or replaced with grants (with respect to cash, securities or a combination thereof) that have comparable terms, by the surviving company (or a parent or subsidiary of the surviving company).
If there is a change of control and all outstanding grants are not assumed, or replaced with grants that have comparable terms, by the surviving company, the Committee may (but is not obligated to) make adjustments to the terms and conditions of outstanding grants, including, without limitation, taking any of the following actions (or combination thereof) without the consent of any participant:
In general terms, a change of control under the Incentive Equity Plan occurs if:
Deferrals
The Committee may permit or require participants to defer receipt of the payment of cash or the delivery of Common Shares that would otherwise be due to the participant in connection with a grant under the Incentive Equity Plan. The Committee will establish the rules and procedures applicable to any such deferrals, consistent with the requirements of Section 409A of the Code.
Withholding
All grants under the Incentive Equity Plan are subject to applicable U.S. federal (including taxes under FICA), state, and local, foreign or other tax withholding requirements. The Company may require participants or other persons receiving grants or exercising
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grants to pay an amount sufficient to satisfy such tax withholding requirements with respect to such grants, or the Company may deduct from other wages and compensation paid by the Company the amount of any withholding taxes due with respect to such grant.
The Committee may permit or require that tax withholding obligation with respect to grants paid in Common Shares be paid by having shares withheld up to an amount that does not exceed the participant’s minimum applicable withholding tax rate for U.S. federal (including FICA), state, and local tax liabilities, or as otherwise determined by the Committee. In addition, the Committee may, in its discretion, and subject to such rules as the Committee may adopt, allow participants to elect to have such share withholding applied to all or a portion of the tax withholding obligation arising in connection with any particular grant.
Transferability
Except as permitted by the Committee with respect to non-qualified stock options, only a participant may exercise rights under a grant during the participant’s lifetime. Upon death, the personal representative or other person entitled to succeed to the rights of the participant may exercise such rights. A participant cannot transfer those rights except by will or by the laws of descent and distribution or, with respect to grants other than incentive stock options, pursuant to a domestic relations order. The Committee may provide in a grant instrument that a participant may transfer non-qualified stock options for no consideration to a permitted assign in compliance with applicable securities laws.
Amendment; Termination
The Board may amend or terminate the Incentive Equity Plan at any time, except that the Company’s shareholders must approve an amendment if such approval is required in order to comply with the Code, applicable laws or applicable stock exchange requirements. Unless terminated sooner by the Board or extended with shareholder approval, the Incentive Equity Plan will terminate on the day immediately preceding the tenth anniversary of the effective date of the Incentive Equity Plan.
Shareholder Approval
Except in connection with certain corporate transactions, including stock dividends, stock splits, a recapitalization, a change in control, a reorganization, a merger, an amalgamation, a consolidation, and a spin-off, shareholder approval is required (i) to reduce the exercise price or base price of outstanding stock options or SARs, (ii) to cancel outstanding stock options or SARs in exchange for the same type of grant with a lower exercise price or base price, and (iii) to cancel outstanding stock options or SARs that have an exercise price or base price above the current price of a Common Share, in exchange for cash or other securities, each as applicable.
Clawback
All grants under the Incentive Equity Plan (including any proceeds, gains or other economic benefit actually or constructively received upon receipt of any grant or receipt or resale of any Common Shares underlying the grant) will be subject to any applicable policies implemented by the Board, which may be adopted in the future and be amended from time to time, including any clawback or recoupment policies and share trading policies. Additionally, on November 22, 2023, the Board adopted a Clawback Policy consistent with Nasdaq Listing Rule 5608, which requires the Company to recoup incentive-based compensation from current and former executive officers in the event of an accounting restatement, subject to certain exceptions as provided by the Listing Rule.
Performance Measures
Under the Incentive Equity Plan, the grant, vesting, exercisability or payment of certain awards, or the receipt of Common Shares subject to certain awards, may be made subject to the satisfaction of performance measures. The performance goals applicable to a particular award will be determined by the Committee at the time of grant. One or more of the following business criteria for the Company may be used by the Committee in establishing performance measures under the Incentive Equity Plan: cash flow; free cash flow; earnings (including gross margin, earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation, amortization and charges for share-based compensation, earnings before interest, taxes, depreciation and amortization, adjusted earnings before interest, taxes, depreciation and amortization and net earnings); earnings per share; growth in earnings or earnings per share; book value growth; share price; return on equity or average shareholder equity; total shareholder return or growth in total shareholder return either directly or in relation to a comparative group; return on capital; return on assets or net assets; revenue, growth in revenue or return on sales; sales; expense reduction or expense control; expense to revenue ratio; income, net income or adjusted net income; operating income, net operating income, adjusted operating income or net operating income after tax; operating profit or net operating profit; operating margin; gross profit margin; return on operating revenue or return on operating profit; regulatory filings; regulatory approvals, litigation and regulatory resolution goals; other operational, regulatory or departmental objectives; budget comparisons; growth in shareholder value relative to established indexes, or another peer group or peer group index; development and implementation of strategic plans and/or organizational restructuring goals; development and implementation of risk and crisis management programs; improvement in workforce diversity; compliance requirements and compliance relief; safety goals; productivity goals; workforce management and succession planning goals; economic value added (including typical adjustments consistently applied
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from generally accepted accounting principles required to determine economic value added performance measures); measures of customer satisfaction, employee satisfaction or staff development; development or marketing collaborations, formations of joint ventures or partnerships or the completion of other similar transactions intended to enhance the enGene’s revenue or profitability or enhance its customer base; merger and acquisitions; and other similar criteria as determined by the Committee. Performance goals may be established on an absolute or relative basis and may be established on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries or business segments. Relative performance may be measured against a group of peer companies, a financial market index or other objective and quantifiable indices.
Retirement Plans
We maintain a US tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a US tax-advantaged basis. All participants’ interests in their contributions are 100% vested when contributed. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The retirement plan is intended to qualify under Section 401(a) of the Code. We contribute 3% of an individual’s eligible compensation to the 401(k) Plan irrespective of employee contribution.
We maintain a Canadian tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a Canadian tax-advantaged basis. All participants’ interests in their contributions are 100% vested when contributed. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. We contribute 1.5% to the Registered Retirement Savings Plan (RRSP) irrespective of employee contribution.
Director Compensation
We compensate non-employee members of our Board for their service using a combination of cash and equity compensation. Directors who are also employees do not receive any compensation for service on the Board in addition to compensation payable for their service as our employees. The non-employee members of our Board are also reimbursed for travel, lodging, and other reasonable expenses incurred in attending Board or committee meetings. See the “Summary Compensation Table” above for a discussion of our Chief Executive Officers’ compensation and awards granted in the fiscal year ended October 31, 2024.
During the fiscal year ended October 31, 2024, we compensated our non-employee directors pursuant to the non-employee compensation policy established by our Board, upon the recommendation of our compensation committee:
Compensation Type |
|
Amount |
Annual Cash Fee |
|
|
Board of Directors |
|
|
Independent Chairman or Lead Independent Director |
|
$ 75,000 |
All non-employee directors |
|
$ 40,000 |
Audit Committee |
|
|
Chair |
|
$ 20,000 |
Non-chair members |
|
$ 10,000 |
Compensation Committee |
|
|
Chair |
|
$ 18,000 |
Non-chair members |
|
$ 9,000 |
Nominating and Corporate Governance Committee |
|
|
Chair |
|
$ 10,000 |
Non-chair members |
|
$ 5,000 |
|
|
|
Initial Stock Option Award(1) |
|
40,000 shares |
Annual Stock Option Award(2) |
|
20,000 shares |
______________
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The stock options granted to our non-employee directors for service on our Board or its committees have an exercise price equal to the fair market value of the Common Shares on the date of grant, expire ten years after the date of grant, and are subject to the director’s continued service on our Board.
The following table sets forth information concerning the compensation for our non-employee directors during the fiscal year ended October 31, 2024.
Name(1) |
Fees earned or paid in cash(2) |
Option Awards(3) |
Total |
Jasper Bos(4) |
$41,909 |
$126,648 |
$168,557 |
Gerald Brunk(5) |
$71,104 |
$126,648 |
$197,752 |
Dr. Richard Glickman(6) |
$81,838 |
$126,648 |
$208,486 |
Paul Hastings(7) |
$23,918 |
$259,993 |
$283,911 |
Wouter Joustra(8) |
$22,008 |
$259,993 |
$282,001 |
Lota Zoth(9) |
$54,327 |
$630,539 |
$684,866 |
Policies and Practices Related to the Grant of Certain Equity Awards
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purposes other than annual or new hire grants, and further provide that all such grants may only occur at a time when the Company is not in possession of material nonpublic information.
During fiscal 2024, no named executive officer received a grant of stock options during the period beginning four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (excluding disclosure of any material new option award grant under Item 5.02(e) of Form 8-K). The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by Item 201(d) of Regulation S-K is set forth under the heading “Securities Authorized For Issuance Under Equity Compensation Plans” in Part II – Item 5 – “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in the Original Form 10-K.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to the Company regarding the beneficial ownership of the Company’s Common Shares as of February 14, 2025 by:
As of February 14, 2025, 50,977,560 Common Shares were issued and outstanding. Unless otherwise indicated, we believe that all persons named in the below table have sole voting and investment power with respect to all Common Shares beneficially owned by them. Except as otherwise noted herein, the number and percentage of Common Shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, a person is deemed to be a beneficial owner of a security if that person has sole or shared voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. In determining beneficial ownership percentages, we deem shares that a person will have the right to acquire within 60 days following February 14, 2025, if any, to be outstanding and to be beneficially owned by the person with such right to acquire additional Common Shares for the purposes of computing the percentage ownership of that person (including in the total when calculating the applicable beneficial owner’s percentage of ownership), but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each person named below is 4868 Rue Levy, Suite 220, Saint-Laurent, QC, Canada H4R 2P1.
Name and Address of Beneficial Owner |
|
Number |
|
|
Percent |
|
||
enGene greater than 5% holders |
|
|
|
|
|
|
||
Forbion Growth (1) |
|
|
9,201,434 |
|
|
|
17.2 |
% |
Lumira Ventures III, L.P. and affiliates (2) |
|
|
4,181,853 |
|
|
|
8.2 |
% |
Forbion Capital Fund III Coöperatief U.A. (3) |
|
|
3,369,275 |
|
|
|
6.5 |
% |
Venrock Healthcare Capital Partners III, L.P. and affiliates (4) |
|
|
5,046,414 |
|
|
|
9.9 |
% |
Deep Track Biotechnology Master Fund, Ltd. and affiliates (5) |
|
|
4,557,575 |
|
|
|
8.9 |
% |
Blue Owl Capital Holdings LP (6) |
|
|
3,095,069 |
|
|
|
6.1 |
% |
Kynam Capital Management and affiliates (7) |
|
|
4,994,090 |
|
|
|
9.8 |
% |
|
|
|
|
|
|
|
|
|
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enGene directors and named executive officers |
|
|
|
|
|
|
||
Jasper Bos (8) |
|
|
- |
|
|
|
- |
% |
Gerald Brunk (2) |
|
|
4,181,853 |
|
|
|
8.2 |
% |
Dr. Richard Glickman (9) |
|
|
90,436 |
|
|
|
* |
% |
Paul Hastings |
|
|
- |
|
|
|
- |
% |
Wouter Joustra (8) |
|
|
- |
|
|
|
- |
% |
Lota Zoth (10) |
|
|
13,333 |
|
|
|
* |
% |
Ronald H.W. Cooper (11) |
|
|
45,417 |
|
|
|
* |
% |
Dr. Raj S. Pruthi (12) |
|
|
42,917 |
|
|
|
* |
% |
Lee G. Giguere (13) |
|
|
76,042 |
|
|
|
* |
% |
Jason Hanson (14) |
|
|
1,216,266 |
|
|
|
2.3 |
% |
enGene directors and executive officers as a group (13 persons)(15) |
|
|
5,389,590 |
|
|
|
10.3 |
% |
* Less than 1%.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Other than as discussed below and the compensation arrangements discussed under “Item 11. Executive Compensation,” since November 1, 2023 (i.e. the first date of our last completed fiscal year), there have not been any transactions to which we are a party, nor are there any proposed transactions to which we would be a party, with related parties and which we are required to disclose pursuant to the rules of the SEC and the Canadian Securities Administrators.
February 2024 PIPE Financing
On February 13, 2024, the Company entered into subscription agreements (collectively, the “February 2024 Subscription Agreements”) with the investors named therein, for the private placement (the “February 2024 PIPE Financing”) of 20,000,000 Common Shares of the Company, at a price of $10.00 per share. The aggregate gross proceeds from the February 2024 PIPE Financing were $200 million, before deducting offering expenses of $12.4 million. The February 2024 PIPE Financing closed on February 20, 2024. One of the Company’s directors, Mr. Gerald Brunk, is a managing director of Lumira Ventures (“Lumira”), and certain entities affiliated with Lumira were party to the February 2024 Subscription Agreements, purchasing an aggregate of 800,000 Common Shares for a total price of $8.0 million in the February 2024 PIPE Financing.
October 2024 PIPE Financing
On October 24, 2024, the Company entered into subscription agreements (collectively, the “October 2024 Subscription Agreements”) with the investors named therein, for the private placement (the “October 2024 PIPE Financing”) of 6,758,311 Common Shares of the Company, at a price of $8.90 per share. The aggregate gross proceeds from the October 2024 PIPE Financing were $60.1
25
million, before deducting offering expenses of $3.8 million. The October 2024 PIPE Financing closed on October 29, 2024. Two of the Company’s directors, Messrs. Jasper Bos and Wouter Joustra, are general partners of Forbion, and an entity affiliated with Forbion was party to one of the October 2024 Subscription Agreements, purchasing an aggregate of 561,797 Common Shares for a total price of approximately $5.0 million in the October 2024 PIPE Financing.
Director Indemnification
enGene has entered into indemnification agreements with each of its directors and certain of its executive officers, which require enGene to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permissible under Canadian law and the Business Corporations Act (British Columbia) against liabilities that may arise by reason of their service to enGene or at enGene's direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Policies and Procedures for Related Party Transactions
Pursuant to its charter, the Board has authorized the audit committee to review and approve transactions between the Company and its officers, directors, principal shareholders and affiliates and any other related party, in accordance with the terms of the Company’s Code of Conduct.
Director Independence
The information required by Item 407(a) of Regulation S-K is set forth above under the headings “Item 10. Directors, Executive Officers and Corporate Governance – Independence of the Members of the Board of Directors” and “Item 10. Directors, Executive Officers and Corporate Governance – Board Committees”.
Item 14. Principal Accounting Fees and Services.
Our independent registered public accounting firm is KPMG LLP, Montreal, Canada, Auditor Firm ID: 85.
The following table presents fees for professional audit services rendered by KPMG LLP for the services described in the table. Fees disclosed below include fees actually billed or expected to be billed for services pertaining to the applicable fiscal year. The amounts were billed in Canadian dollars and translated at an average rate of 1.3698 for fiscal 2024 and 1.3487 for fiscal 2023. The figures below are presented in US dollars.
|
|
2024 (US $) |
|
|
2023 (US $) |
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Audit fees (1) |
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$934,000 |
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$1,983,000 |
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Audit-related fees (2) |
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— |
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— |
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Tax fees (3) |
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$49,000 |
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$744,000 |
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All other fees (2) |
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— |
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— |
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Total |
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$983,000 |
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$2,727,000 |
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(1) Audit fees consisted of professional services rendered for the audit of our consolidated financial statements, reviews of interim financial statements, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as consents in connection with the filing of registration statements and related amendments, as well as other filings.
(2) There were no audit-related or other fees incurred in 2024 or 2023.
(3) Tax fees consisted of services related to tax compliance, including the preparation of tax returns, tax planning, and advice.
Audit Committee Pre-Approval Policy and Procedures
Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below.
26
From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.
During our 2024 and 2023 fiscal years, no services were provided to us by KPMG LLP other than in accordance with the pre-approval policies and procedures described above.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following documents are filed as part of this report:
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Exhibit Number |
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Description |
2.1 |
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Business Combination Agreement, dated May 16, 2023, by and among FEAC, enGene Inc. and enGene (incorporated by reference to Exhibit 2.1 to enGene’s Form S-4/A Registration Statement Registration No.: 333-273851 filed with the SEC on September 26, 2023). † |
3.1 |
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Articles of enGene Holdings Inc. (incorporated by reference to Exhibit 3.1 to enGene’s Form S-4/A Registration Statement Registration No.: 333-273851 filed with the SEC on September 26, 2023). |
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4.2 |
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Specimen Warrant Certificate of enGene (incorporated by reference to Exhibit 4.3 to enGene’s Form S-4/A Registration Statement Registration No.: 333-273851 filed with the SEC on September 26, 2023). |
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10.1 |
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Sponsor and Insiders Letter Agreement, dated May 16, 2023, by and among FEAC, the Sponsor, Forbion Growth Opportunities Fund I Cooperatief U.A., enGene Inc., enGene and the other parties named therein (incorporated by reference to Exhibit 10.1 to enGene’s Form S-4/A Registration Statement Registration No.: 333-273851 filed with the SEC on September 26, 2023). |
10.2 |
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Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to enGene’s Form S-4/A Registration Statement Registration No.: 333-273851 filed with the SEC on September 26, 2023). |
10.3 |
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Form of Subscription Agreement Side Letter Agreement (incorporated by reference to Exhibit 10.3 to enGene’s Form S-4/A Registration Statement Registration No.: 333-273851 filed with the SEC on September 26, 2023). |
10.4 |
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Form of enGene Lock-Up Agreement (incorporated by reference to Exhibit 10.4 to enGene’s Form S-4/A Registration Statement Registration No.: 333-273851 filed with the SEC on September 26, 2023). |
10.5 |
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Registration Rights Agreement, dated October 31, 2023, by and among enGene Holdings Inc., Forbion European Acquisition Corp. and each of the Holders identified therein (incorporated herein by reference to Exhibit 10.8 of enGene’s Current Report on Form 8-K filed with the SEC on October 31, 2023). |
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28
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
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Cover page formatted as Inline XBRL and contained in Exhibit 101 |
* Filed herewith.
† Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
+ Portions of this exhibit are redacted in accordance with Regulation S-K Item 601(b)(10)(iv).
# Indicates a management contract or compensatory plan or arrangement
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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enGene Holdings Inc. |
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Date: February 20, 2025 |
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By: |
/s/ Ronald H. W. Cooper |
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Name: Ronald H. W. Cooper |
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Title: Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Ronald H. W. Cooper |
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Chief Executive Officer, President and Director (Principal Executive Officer) |
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February 20, 2025 |
Ronald H. W. Cooper |
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/s/ Ryan Daws |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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February 20, 2025 |
Ryan Daws |
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/s/ Jasper Bos
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Director |
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February 20, 2025 |
Jasper Bos |
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/s/ Gerald Brunk
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Director |
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February 20, 2025 |
Gerald Brunk |
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/s/ Dr. Richard Glickman
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Director |
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February 20, 2025 |
Dr. Richard Glickman |
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/s/ Paul Hastings
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Director |
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February 20, 2025 |
Paul Hastings |
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/s/ Wouter Joustra
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Director |
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February 20, 2025 |
Wouter Joustra |
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/s/ Lota Zoth
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Director |
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February 20, 2025 |
Lota Zoth |
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30
Exhibit 31.3
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ronald H. W. Cooper, certify that:
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Date: February 20, 2025 |
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By: |
/s/ Ronald H.W. Cooper |
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Ronald H. W. Cooper |
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Chief Executive Officer and President |
Exhibit 31.3
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ryan Daws, certify that:
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Date: February 20, 2025 |
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By: |
/s/ Ryan Daws |
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Ryan Daws |
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Chief Financial Officer |