enGene Holdings Inc. 8-K

What Happened

• On January 20, 2026 enGene Holdings Inc. and its subsidiaries entered a Second Amendment with Hercules Capital and participating lenders that increases the company’s term loan facility from $50 million to up to $125 million and extends the facility maturity to January 1, 2030.
• A $25 million initial term loan advance (2026 Tranche 1) was funded on the closing date to refinance the prior loans. Additional tranches (totaling up to $100 million) are available subject to achievement of specified Clinical, Approval and Commercial Milestones and lender approvals.
• The loans bear cash interest equal to the greater of (a) prime + 2.25% (capped at 10.25%) or (b) 9.25%, include an end‑of‑term fee of 5.95% of principal, facility charges of 0.50%–0.75% on advances, and are secured by a first-priority security interest in the borrowers’ personal property (including specified IP, subject to exceptions).
• In connection with each advance, enGene agreed to issue warrants to lenders equal to 1.50% of the advance amount divided by a $9.18 per‑share exercise price (3‑day VWAP pre-closing). The Company issued 40,850 warrants at closing; up to 204,248 warrants (assuming full $125M draw) could be issued. Each warrant is exercisable for seven years.

Key Details

• Facility increased to a potential $125,000,000 in multi‑tranche 2026 Term Loans; 2026 Tranche 1 funded $25,000,000 on Jan 20, 2026.
• Tranche caps/conditions: up to $35M (Clinical Milestone, available through 3/31/2027), up to $20M (Approval Milestone, available up to 90 days after approval or 12/15/2027), up to $20M (Commercial Milestone, available up to 90 days after commercial milestone or 12/15/2028), plus an uncommitted up-to-$25M tranche subject to investment committee approval.
• Interest: greater of prime+2.25% (capped at 10.25%) or 9.25%; end‑of‑term fee 5.95%; facility charges 0.50%–0.75%.
• Security: Hercules holds a senior security interest in the borrowers’ personal property and other assets (including defined IP) to secure the obligations.

Why It Matters

• The amendment provides immediate refinancing ($25M funded) and potential additional capital (up to $100M more) tied to clinical, regulatory and commercial milestones, which can extend enGene’s runway if milestones are met.
• The financing is dilutive and could dilute existing shareholders if warrants are exercised (up to ~204k shares at current exercise terms if full facility is drawn).
• The loan carries relatively high interest and fees and grants lenders a senior security interest (including on IP), which may affect future financing flexibility and creditor priority.