enGene Holdings Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure
$ENGN
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 7, 2025
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
|
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
Registrant's telephone number, including area code (514 ) 332-4888
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 7, 2025, Jasper Bos resigned as a director of the Board of Directors (the “Board”) of enGene Holdings Inc. (the “Company”), including as a member of
any committee of the Board. Mr. Bos’ resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following such resignation, the Board, upon the recommendation of the
Nominating and Corporate Governance Committee of the Board, appointed Philip Astley-Sparke to the Board as a director to fill such vacancy effective as of July 8, 2025, with Mr. Astley-Sparke to serve for the remainder of Mr. Bos’s term expiring at
the Company’s 2026 annual general meeting of the shareholders, or until Mr. Astley-Sparke’s successor is duly elected and appointed or his earlier death, resignation, or removal.
On July 8, 2025, following the appointment of Mr. Astley-Sparke, the Board increased its size from seven members to nine and, upon the recommendation of the
Nominating and Corporate Governance Committee of the Board, appointed William Grossman and Michael Heffernan to the Board as directors, each with a term expiring at the Company’s first annual general meeting of
shareholders following his appointment, or until such director’s successor is duly elected and appointed or his earlier death, resignation, or removal.
The Board has not yet determined committee assignments for any of the newly appointed directors.
Each of Messrs. Astley-Sparke, Grossman and Heffernan will participate in the standard compensation plan for the Company’s independent directors, including
eligibility to receive equity grants pursuant to the enGene Holdings Inc. Amended and Restated 2023 Incentive Equity Plan, included as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
December 19, 2024 (the “2024 Annual Report”), and will also enter into indemnification agreements with the Company substantially in the form of the indemnification agreement included as Exhibit 10.17 to the Company’s 2024 Annual Report.
There are no arrangements or understandings pursuant to which any of Messrs. Astley-Sparke, Grossman or Heffernan were selected as directors and no
transactions between the Company and any of Messrs. Astley-Sparke, Grossman, or Heffernan that would be reportable under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On July 8, 2025, the Company issued a press release with respect to the resignation of Mr. Bos and appointment of Messrs. Astley-
Sparke, Grossman, and Heffernan as members of the Board of the Company, as well as management promotions, including the promotions of Matthew Boyd and Jill Buck
to Chief Regulatory Officer and Chief Development Officer, respectively. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item
7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number
|
|
Description
|
|
|
||
|
104
|
|
Cover Page Interactive Data File (Formatted as Inline XBRL)
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
ENGENE HOLDINGS INC.
|
|
|
|
|
|
|
Date: July 8, 2025
|
By:
|
/s/ Ronald H. W. Cooper
|
|
|
Name: Ronald H. W. Cooper
|
|
|
|
Title: Chief Executive Officer
|
|