SCHEDULE 13G/A: Biotechnology Value Fund Entities Disclose 5.9% Passive Stake in enGene Holdings Inc.

Multiple entities associated with Biotechnology Value Fund, including BVF Partners L.P. and Mark N. Lampert, have disclosed a combined beneficial ownership of 5.9% in enGene Holdings Inc., primarily for passive investment purposes.

Summary

• As of December 31, 2024, the Reporting Persons, including Biotechnology Value Fund, L.P. (BVF), Biotechnology Value Fund II, L.P. (BVF2), and Biotechnology Value Trading Fund OS LP (Trading Fund OS), collectively beneficially owned 3,051,439 Common Shares of enGene Holdings Inc.
• This aggregate ownership represents approximately 5.9% of the outstanding Common Shares of enGene Holdings Inc., based on a total of 51,922,078 shares outstanding.
• The total outstanding shares figure includes 50,976,676 shares reported by the Issuer as of December 16, 2024, plus 945,402 shares underlying exchange-traded warrants held by the Reporting Persons and a Partners managed account.
• The warrants are exercisable at a price of $11.50 per share, became exercisable 30 days after October 31, 2023 (the consummation of the combination between enGene Holdings Inc. and Forbion European Acquisition Corp.), and expire on October 31, 2028.
• Individually, BVF beneficially owned 1,597,986 shares (3.1%), BVF2 beneficially owned 1,263,389 shares (2.5%), and Trading Fund OS beneficially owned 148,043 shares (0.3%).
• BVF GP Holdings LLC (BVF GPH) may be deemed to beneficially own 2,861,375 shares (5.5%), representing the aggregate holdings of BVF and BVF2.
• BVF Partners L.P., BVF Inc., and Mark N. Lampert may each be deemed to beneficially own the full 3,051,439 shares (5.9%) due to their control relationships over the various funds.
• The securities were acquired and are held for investment purposes and not with the intent to change or influence control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 5

Explanation: This is a factual disclosure of beneficial ownership, indicating a neutral sentiment. It does not contain performance data or forward-looking statements that would typically influence sentiment.

Future Outlook

NA

Management Comments

• Mark N. Lampert, as an Authorized Signatory for the various reporting entities, certified that 'to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.'

Industry Context

This filing is a standard disclosure of a significant passive ownership stake by a specialized biotechnology investment fund. It does not provide specific insights into enGene Holdings Inc.'s operational performance or strategic direction, nor does it offer direct comparisons to broader industry trends beyond the fact that a biotechnology-focused fund is investing in a biotechnology company.

Stakeholder Impact

• Shareholders: The disclosure of a significant passive stake by a specialized investment fund like Biotechnology Value Fund may be viewed positively by other shareholders as a sign of institutional confidence in enGene Holdings Inc. However, as a passive stake, it does not signal intent for active management or strategic changes.

Key Dates

Keywords

enGene Holdings Inc., Biotechnology Value Fund, SEC Filing, Schedule 13G, Beneficial Ownership, Common Shares, Warrants, Institutional Investor, Passive Investment, Biotechnology