SCHEDULE: EcoR1 Capital Affirms 9.9% Stake in Neurogene Inc.

EcoR1 Capital, LLC and its affiliates reported a 9.9% beneficial ownership stake in Neurogene Inc. common stock, including shares and warrants, as detailed in an amended Schedule 13G filing.

Summary

• EcoR1 Capital, LLC, Oleg Nodelman, and EcoR1 Capital Fund Qualified, L.P. filed an Amendment No. 1 to their Schedule 13G regarding beneficial ownership of Neurogene Inc. Common Stock.
• EcoR1 Capital, LLC and Oleg Nodelman each beneficially own 1,442,902 shares of Neurogene Inc. Common Stock, representing 9.9% of the class.
• EcoR1 Capital Fund Qualified, L.P. beneficially owns 1,249,344 shares, representing 8.6% of the class.
• The ownership percentages are calculated based on 14,271,916 shares of Common Stock outstanding on August 6, 2025, as reported in Neurogene Inc.'s Form 10-Q for the quarter ended June 30, 2025.
• The beneficial ownership for EcoR1 Capital, LLC and Oleg Nodelman includes 1,271,342 shares of Common Stock and warrants to acquire 1,089,658 shares, subject to a 9.99% beneficial ownership limitation.
• For EcoR1 Capital Fund Qualified, L.P., beneficial ownership includes 1,085,418 shares of Common Stock and warrants to acquire 1,041,172 shares, also subject to a 9.99% beneficial ownership limitation.
• The reporting persons disclaim beneficial ownership of the securities reported except to the extent of their pecuniary interest therein.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of Neurogene Inc., other than activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 7

Explanation: The filing indicates a significant and sustained institutional investment in Neurogene Inc. by EcoR1 Capital, suggesting continued confidence from a specialized investor. The inclusion of warrants also points to a long-term perspective. While not directly a positive operational update, it reflects investor commitment.

Positives

• A significant institutional investor, EcoR1 Capital, maintains a substantial stake in Neurogene Inc., indicating continued confidence in the company.
• The beneficial ownership includes warrants, suggesting a long-term investment perspective and potential for increased ownership upon exercise.

Risks

• The reported beneficial ownership includes warrants, meaning the full ownership percentage is contingent on the exercise of these warrants.
• A 9.99% beneficial ownership limitation is in place, which could restrict the immediate full exercise of all warrants if it pushes ownership above this threshold.

Future Outlook

The filing is a statement of beneficial ownership and does not contain forward-looking statements or guidance regarding the issuer's future performance or strategic direction.

Management Comments

• Oleg Nodelman, Manager of EcoR1 Capital, LLC, certified that the securities were acquired and are held in the ordinary course of business and not for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing indicates a significant institutional investment in Neurogene Inc. The continued high ownership by EcoR1 Capital, a specialized investment firm, suggests ongoing interest in Neurogene's prospects within its specific industry.

Comparison to Industry Standards

• Not applicable, as this filing is a beneficial ownership report and does not contain performance metrics for direct industry comparison.

Stakeholder Impact

• Shareholders: The continued significant stake by a major institutional investor could be viewed positively, potentially signaling confidence in the company's long-term value.
• Management: Awareness of a large, active institutional shareholder may influence strategic decisions, though the filing states no intent to influence control.

Next Steps

• The filing does not explicitly mention future actions or milestones for Neurogene Inc. It is an update on the reporting persons' ownership.

Key Dates

Recommendation

This Schedule 13G filing primarily updates the beneficial ownership stake of EcoR1 Capital and its affiliates in Neurogene Inc. While the continued significant ownership (9.9%) by a specialized institutional investor is a positive signal of confidence, the filing itself does not provide new operational or financial data to warrant a change in investment thesis. It confirms an existing substantial position, including warrants, which suggests a long-term view. Therefore, a 'hold' recommendation is appropriate as there's no new information to fundamentally alter the investment outlook, but the sustained institutional interest is noteworthy.

Keywords

Neurogene Inc., EcoR1 Capital, Oleg Nodelman, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investor