SCHEDULE: Deep Track discloses 6.69% stake in enGene

Deep Track Capital, its biotech fund, and David Kroin reported a passive 6.69% beneficial stake (4.32M shares) in enGene Holdings with shared voting and dispositive power.

Summary

• Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin reported beneficial ownership of 4,317,332 enGene Holdings Inc. Common Shares.
• The stake represents 6.69% of the outstanding class, based on 64,578,185 shares outstanding as of 11/14/2025 (per issuer’s prospectus filed 11/14/2025).
• Reporting persons have 0 shares with sole voting or dispositive power and 4,317,332 shares with shared voting and shared dispositive power.
• The investment is certified as passive, with no intent to change or influence control.
• Date of event triggering filing: 11/11/2025; signatures dated 11/18/2025.
• Issuer: enGene Holdings Inc.; security: Common Shares; CUSIP: 29286M105.

Sentiment

Score: 6

Explanation: Moderately positive signal of institutional interest with a clear passive stance; no change to fundamentals disclosed.

Positives

• Sizable passive stake: 4,317,332 shares (6.69% of outstanding), indicating institutional interest.
• Explicit certification of no intent to influence control reduces governance overhang risk.
• Clear delineation of shared voting and dispositive power improves transparency.
• Ownership percentage calculated against a recent share count reference (64,578,185 as of 11/14/2025).

Negatives

• No operational, financial, or strategic information provided—disclosure is limited to ownership.
• No detail on purchase prices, cost basis, or transaction timing beyond the event date.

Future Outlook

No forward-looking statements or guidance provided.

Management Comments

• Certification: securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.
• Joint filing agreement: the undersigned agree to file any required amendments to Schedule 13G on behalf of each party and are responsible for timely filings.

Industry Context

A passive >5% disclosure by a specialist biotechnology fund aligns with common post-offering stake-building by sector-focused institutional investors, often increasing visibility and liquidity for smaller-cap life sciences issuers.

Comparison to Industry Standards

• Crossing the 5% threshold and filing Schedule 13G is standard practice for passive institutional holders; the 6.69% stake is within the typical 5–10% range seen from biotech-focused funds.
• The passive certification (no intent to influence control) is consistent with filings by sector peers such as RA Capital, Perceptive Advisors, and Baker Bros when reporting non-activist positions.
• Shared, not sole, voting/dispositive power is a common construct for fund structures where the adviser and master fund co-hold authority.

Stakeholder Impact

• Shareholders: Increased institutional ownership may improve liquidity and visibility.
• Management/Board: No stated intent to influence control, implying minimal governance impact.
• Regulators: Compliance with beneficial ownership reporting thresholds.
• Other investors: Potential signaling effect from a sector-focused institutional holder.

Next Steps

• File timely amendments to Schedule 13G if ownership or status changes as required under SEC rules.

Key Dates

Keywords

enGene Holdings Inc., Schedule 13G, beneficial ownership, Deep Track Capital, Deep Track Biotechnology Master Fund, David Kroin, institutional ownership, passive investor, biotech, CUSIP 29286M105, 6.69% stake