SEC Form SC 13G/A filed by enGene Holdings Inc. (Amendment)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 505,835 Shares (as defined in Item 2) underlying certain Warrants (as defined in Item 4) that are exercisable within 60 days hereof.

(1) Includes 505,835 Shares underlying certain Warrants that are exercisable within 60 days hereof.

(1) Includes 383,352 Shares underlying certain Warrants that are exercisable within 60 days hereof.

(1) Includes 383,352 Shares underlying certain Warrants that are exercisable within 60 days hereof.

(1) Includes 43,786 Shares underlying certain Warrants that are exercisable within 60 days hereof.

(1) Includes 43,786 Shares underlying certain Warrants that are exercisable within 60 days hereof.

(1) Includes 889,187 Shares underlying certain Warrants that are exercisable within 60 days hereof.

(1) Includes 945,402 Shares underlying certain Warrants that are exercisable within 60 days hereof.

(1) Includes 945,402 Shares underlying certain Warrants that are exercisable within 60 days hereof.

(1) Includes 945,402 Shares underlying certain Warrants that are exercisable within 60 days hereof.

enGene Holdings, Inc., a Canada corporation (the “Issuer”).

4868 Rue Levy, Suite 220

Saint-Laurent, QC, Canada H4R 2P1

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Shares, no par value per share (the “Shares”)

29286M105

As of the close of business on February 22, 2024, the Reporting Persons and a certain Partners managed account (the “Partners Managed Account”) held exchange-traded warrants of the Issuer (the “Warrants”) exercisable for an aggregate of 945,402 Shares. The Warrants are exercisable at a price of $11.50 per Share and first became exercisable 30 days after the consummation of the combination between the Issuer and Forbion European Acquisition Corp., which occurred on October 31, 2023, subject to certain conditions. The Warrants expire on October 31, 2028.

As of the close of business on February 22, 2024, (i) BVF beneficially owned 1,710,247 Shares, including 505,835 Shares underlying certain Warrants held by it, (ii) BVF2 beneficially owned 1,296,128 Shares, including 383,352 Shares underlying certain Warrants held by it, and (iii) Trading Fund OS beneficially owned 148,043 Shares, including 43,786 Shares underlying certain Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,710,247 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 1,296,128 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 148,043 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 3,006,375 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 3,196,439 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 42,021 Shares held in the Partners Managed Account, including 12,429 Shares underlying certain Warrants held in the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 3,196,439 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 3,196,439 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon 44,143,378 Shares outstanding, which is the sum of: (i) 23,197,976 Shares outstanding as of January 25, 2024, which is the total number of Shares outstanding as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 29, 2024, (ii) 20,000,000 Shares issued by the Issuer pursuant to a private placement disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2024, and (iii) certain or all of the 945,402 Shares underlying the Warrants held by the Reporting Persons and the Partners Managed Account, as applicable.

As of the close of business on February 22, 2024, (i) BVF beneficially owned approximately 3.9% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.0% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 3.9% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.0% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 6.8% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 7.2% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF and BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on November 13, 2023.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2024