UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~January 31, ~~2025~~2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number: 001-41854

enGene Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)


British Columbia, Canada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4868 Rue Levy, Suite 220 Saint-Laurent, QC, Canada	H4R 2P1
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (514) 332-4888

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENGN	The Nasdaq Stock Market LLC
Warrants, each exercisable for one Common Share, at an exercise price of $11.50 per share	ENGNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~September~~March 103, ~~2025~~2026, the registrant had 5166,~~191~~989,~~771~~466 Common Shares, with no par value per share, outstanding.

Table of Contents

		Page
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets as of July 31, 2025 and October 31, 2024	4
	Condensed Consolidated Balance Sheets as of January 31, 2026 and October 31, 2025	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended July 31, 2025 and 2024	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended January 31, 2026 and 2025	5
	Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended July 31, 2025 and 2024	6
	Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended January 31, 2026 and 2025	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2026 and 2025	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2224
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3133
Item 4.	Controls and Procedures	3133
PART II.	OTHER INFORMATION	3334
Item 1.	Legal Proceedings	3334
Item 1A.	Risk Factors	3334
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3334
Item 3.	Defaults Upon Senior Securities.	3334
Item 4.	Mine Safety Disclosures.	3334
Item 5.	Other Information	3334
Item 6.	Exhibits	3334
Signatures		3536

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”) may constitute “forward-looking statements” within the meaning of U.S. securities laws and “forward-looking information” within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Our forward-looking statements include, but are not limited to, statements regarding management teams’ expectations, hopes, beliefs, intentions, goals or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report may include, for example, statements about:

•

our financial performance, including financial projections and business metrics and any underlying assumptions thereunder;

•

our ability to maintain the listing of the Company’s common shares ("“Common Shares"”) and warrants to purchase Common Shares (“Warrants”) on The Nasdaq ~~Global~~Capital Market (“Nasdaq”) or another national securities exchange;

•

our success in recruiting and retaining, or changes required in, officers, key personnel or directors;

•

our plans and ability to execute product development, manufacturing process development, preclinical and clinical development efforts successfully and on anticipated timelines;

•

our ability to design, initiate and successfully complete clinical trials and other studies for detalimogene voraplasmid, or detalimogene, formerly referred to as EG-70, and any other product candidates we develop and our plans and expectations regarding our ongoing or planned clinical trials;

•

the impacts and outcomes of our later-stage and pivotal clinical trials and their influence on obtaining the U.S. Food and Drug Administration (the “FDA”) or comparable foreign regulatory approval to market detalimogene or any future product candidates;

•

our plans and ability to seek, obtain and maintain marketing approval from the FDA and other regulatory authorities, including the European Medicines Agency (the “EMA”), for detalimogene or any other product candidates we develop;

•

our plans and ability to commercialize detalimogene or any other product candidates we develop, if approved by applicable regulatory authorities;

•

the degree of market acceptance of detalimogene or any other product candidates we develop, if approved, and the availability of third-party coverage and reimbursement;

•

the ability of our external contract manufacturers to support the manufacturing, release testing, stability analysis, clinical labeling and packaging of detalimogene or any other product candidates that we develop;

•

our future financial performance and the sufficiency of our cash and cash equivalents to fund our operations;

•

our ability to obtain additional funding on a timely basis;

•

our ability to effectively manage the transition of executive-level roles to new leaders, and to attract and retain key executives and employees;

•

the outcome of any known and unknown litigation and regulatory proceedings, including any legal proceedings that may be instituted against us or any of our directors or officers; and

•

our ability to implement and maintain effective internal controls.

All forward ~~looking~~-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. Certain assumptions made in preparing the forward-looking statements include:

•

we are able to recruit and retain qualified scientific and management personnel, establish clinical trial sites and patient registration for clinical trials and acquire technologies complementary to, or necessary for, detalimogene or any other programs;

•

we are able to enroll, in a timely manner, a sufficient number of patients in each cohort of the Phase 2 LEGEND trial to assess the efficacy and safety of detalimogene, including the ~~pivotal~~cohorts ~~cohort, the cohort~~ with the BCG-naïve patient population, the BCG-exposed patient population and the BCG-unresponsive, papillary-only Ta/T1 disease;

•

we are able to ~~file~~submit our planned Biologics License Application in 2Hsecond half of 2026 with the FDA for approval to market detalimogene in the United States as a monotherapy to treat BCG-unresponsive NMIBC with ~~Cis~~CIS;

•

detalimogene’s product profile can be integrated seamlessly into community urology clinics where the vast majority of NMIBC patients are treated;

•

we are able to retain commercial rights to detalimogene in the United States and commercialize detalimogene independently, while selectively partnering outside of the United States;

•

we are able to execute the “pipeline-in-a-product” development strategy for detalimogene; and

•

we are able to utilize the DDX gene delivery platform to develop effective, new ~~agents~~product candidates for the delivery of genetic medicines to mucosal tissues.

You should not place undue reliance on these forward-looking statements which speak only as of the date hereof. The forward-looking statements contained in this Quarterly Report are based primarily on current expectations and projections about future events and trends that may affect our business, financial condition and operating results. The following uncertainties and factors, among other things (including those described in “Risk Factors” in our Annual Report on Form 10-K ~~and~~for ~~elsewhere~~the infiscal ~~this~~year ~~Quarterly~~ended ~~Report~~October ~~and~~31, in2025, ~~our~~as ~~other~~amended ~~filings~~by ~~with~~Amendment ~~the~~No. 1 to Form 10-K filed with Securities and Exchange Commission (the “SEC”) on February 19, 2026 (“Annual Report”) and elsewhere in this Quarterly Report and in our other filings with the SEC, could affect future performance and actual results to differ materially and adversely from those expressed in, anticipated or implied by forward-looking statements:

•

risks applicable to our business, including the heavy dependence on the success of detalimogene and the extensive regulation of all aspects of our business, competition from other existing or newly developed products and treatments;

•

risks associated with the protection of intellectual property, our ability to raise additional capital to fund our product development activity, and our ability to maintain key relationships and to attract and retain talented personnel;

•

the possibility that we may be adversely affected by changes in domestic and foreign laws and regulations, including but not limited to resultant changes in business, market, financial, political, legal, or geopolitical conditions, including tariffs, economic sanctions and economic slowdowns or ~~recession~~recessions, ~~and~~or ~~laws~~prolonged ~~and~~government ~~regulations~~shutdowns or defunding, and;

•

the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect our business; or

•

other risks and uncertainties set forth in the section entitled “Risk Factors” in our Annual Report ~~on Form 10-K~~ and elsewhere in this Quarterly Report and in our other filings with the SEC.

In addition, statements that “we believe” and similar statements reflect beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ENGENE HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

(Unaudited)

	July 31,2025			October 31, 2024
	January 31,2026			October 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	3236,~~623~~613		$	~~173~~50,~~004~~152
Marketable securities - short term		~~169~~239,~~290~~335			65143,~~328~~584
Restricted investments		7274			7279
Investment tax credits receivable		~~709~~1,197			~~332~~927
Prepaid and other current assets		811,~~618~~997			86,~~626~~649
Total current assets		~~211~~289,~~312~~216			~~247~~201,~~362~~391
Marketable securities - long term		2336,~~011~~601			598,~~527~~522
Property and equipment, net		12,~~879~~441			12,~~169~~477
Operating lease right of use asset		7,~~969~~470			17,~~741~~716
Other assets		1,~~379~~385			1,~~374~~362
Total assets	$	~~245~~337,~~550~~113		$	~~311~~221,~~173~~468
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	2,~~384~~435		$	16,~~411~~688
Accrued expenses and other current liabilities		1119,~~117~~668			1215,~~128~~275
Operating lease liabilities, current		12,~~527~~318			~~423~~2,014
Current portion of note payable		~~5,412~~188			~~699~~8,002
Total current liabilities		2024,~~440~~609			1431,~~661~~979
Note payable, net of current portion		1724,~~706~~736			2215,~~473~~324
Operating lease liabilities, net of current portion		6,~~732~~222			16,~~427~~455
Total liabilities		4455,~~878~~567			3853,~~561~~758
Shareholders’ equity:
Common shares, no par value; unlimited shares authorized, 51,105,807 and 50,976,676 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively.		510,164			509,811
Common shares, no par value; unlimited shares authorized, 66,989,466 and 52,018,658 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively.		631,992			513,281
Additional paid-in capital		2552,~~869~~180			1827,~~950~~349
Accumulated other comprehensive loss		(~~1,209~~842	)		(~~1,419~~888	)
Accumulated deficit		(~~334~~401,~~152~~784	)		(~~254~~372,~~730~~032	)
Total shareholders’ equity		~~200~~281,~~672~~546			~~272~~167,~~612~~710
Total liabilities and shareholders’ equity	$	~~245~~337,~~550~~113		$	~~311~~221,~~173~~468

The accompanying notes are an integral part of these condensed consolidated financial statements.

ENGENE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

(Unaudited)

	Three Months Ended July 31,						Nine Months Ended July 31,
	Three Months Ended January 31,
	2025			2024			2025			2024
	2026			2025
Operating expenses:
Research and development	$	22,~~575~~255		$	1119,~~549~~974		$	~~62,758~~		$	~~27,042~~
General and administrative		78,~~372~~930			56,~~210~~639			~~20,926~~			~~17,800~~
Total operating expenses		2931,~~947~~185			1626,~~759~~613			~~83,684~~			~~44,842~~
Loss from operations		2931,~~947~~185			1626,~~759~~613			~~83,684~~			~~44,842~~
Other expenses (income), net:
Interest income		(2,~~233~~740	)		(32,~~380~~730	)		~~(7,451~~	)		~~(7,389~~	)
Interest expense		~~758~~732			~~751~~752			~~2,244~~			~~2,042~~
Loss on extinguishment of debt		—488		—	—			—			~~366~~
Other expenses (income), net		~~280~~87			47(37	)		~~448~~			20
Total other income, net		(1,~~195~~433	)		(2,~~582~~015	)		~~(4,759~~	)		~~(4,961~~	)
Net loss before income taxes		2829,752			1424,~~177~~598			~~78,925~~			~~39,881~~
Provision for (recovery of) income taxes		239			(29	)		497			(38	)
Provision for income taxes		—			18
Net loss	$	2829,~~991~~752		$	1424,~~148~~616		$	~~79,422~~		$	~~39,843~~
Other comprehensive loss (income):
Unrealized loss (gain) on available-for-sale investments		240			—			(210	)		—
Unrealized gain on available-for-sale investments		(46	)		(144	)
Total comprehensive loss	$	29,~~231~~706		$	1424,~~148~~472		$	~~79,212~~		$	~~39,843~~
Net loss per share of common shares, basic and diluted	$	0.5744		$	0.3248		$	~~1.56~~		$	~~1.12~~
Weighted-average common shares outstanding, basic and diluted		5167,~~097~~263,~~711~~234			4450,~~168~~976,~~986~~958			~~51,031,618~~			~~35,564,767~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

ENGENE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

(Unaudited)

	Common Shares				Additional Paid in			Accumulated Other Comprehensive			Accumulated			Total Shareholders’
	Shares		Amount		Capital			Loss			Deficit			Equity
Balance at October 31, 2023		23,197,976	$	259,373	$	13,717		$	(1,016	)	$	(199,588	)	$	72,486
Balance at October 31, 2024		50,976,676	$	509,811	$	18,950		$	(1,419	)	$	(254,730	)	$	272,612
Share-based compensation expense		—		—		291			—			—			291
Exercise of stock options		884		1		—			—			—			1
Issuance of warrants in connection with Amended Term Loan expense		—		—		319			—			—			319
Share-based compensation expense		—		—		1,809			—			—			1,809
Net loss		—		—		—			—			(10,711	)		(10,711	)
Other comprehensive income		—		—		—			144			—			144
Balance at January 31, 2024		23,197,976	$	259,373	$	14,327		$	(1,016	)	$	(210,299	)	$	62,385
Net loss		—		—		—			—			(24,616	)		(24,616	)
Exercise of stock options		56,974		207		(156	)		—			—			51
Balance at January 31, 2025		50,977,560	$	509,812	$	20,759		$	(1,275	)	$	(279,346	)	$	249,950
Share-based compensation expense		—		—		1,917			—			—			1,917
Issuance of common shares in connection with PIPE Financing, net of issuance costs		20,000,000		187,614		—			—			—			187,614
Issuance of common shares upon exercise of warrants		520,282		6,114		(131	)		—			—			5,983
Issuance of common shares upon cashless exercise of warrants		383,355		97		(97	)		—			—			—
Net loss		—		—		—			—			(14,984	)		(14,984	)
Balance at April 30, 2024		44,158,587		453,405		15,860			(1,016	)		(225,283	)		242,966
Exercise of stock options		56,990		74		(23	)		—			—			51
Share-based compensation expense		—		—		1,460			—			—			1,460
Net loss		—		—		—			—			(14,148	)		(14,148	)
Balance at July 31, 2024		44,215,577	$	453,479	$	17,297		$	(1,016	)	$	(239,431	)	$	230,329

	Common Shares				Additional Paid in			Accumulated Other Comprehensive			Accumulated			Total Shareholders’
	Shares		Amount		Capital			Loss			Deficit			Equity
Balance at October 31, 2024		50,976,676	$	509,811	$	18,950		$	(1,419	)	$	(254,730	)	$	272,612
Balance at October 31, 2025		52,018,658	$	513,281	$	27,349		$	(888	)	$	(372,032	)	$	167,710
Exercise of stock options		~~884~~117,868		1440		—(163	)		—			—			1277
Share-based compensation expense		—		—		12,~~809~~803			—			—			12,~~809~~803
Other comprehensive income (loss)		—		—		—			144			—			144
Issuance of common shares in connection with public offering, net of issuance costs		14,852,940		118,271		—			—			—			118,271
Net loss		—		—		—			—			(24,616	)		(24,616	)
Issuance of pre-funded warrants, net of issuance costs		—		—		21,780			—			—			21,780
Balance at January 31, 2025		50,977,560	$	509,812	$	20,759		$	(1,275	)	$	(279,346	)	$	249,950
Issuance of warrants in connection with Second Amended Term Loan		—		—		411			—			—			411
Exercise of stock options		93,291		309		(109	)		—			—			200
Other comprehensive income		—		—		—			46			—			46
Share-based compensation expense		—		—		2,650			—			—			2,650
Net loss		—				—			—			(29,752	)		(29,752	)
Other comprehensive income (loss)		—		—		—			306			—			306
Balance at January 31, 2026		66,989,466	$	631,992	$	52,180		$	(842	)	$	(401,784	)	$	281,546
Net loss		—		—		—			—			(25,815	)		(25,815	)
Balance at April 30, 2025		51,070,851	$	510,121	$	23,300		$	(969	)	$	(305,161	)	$	227,291
Exercise of stock options		34,956		43		(12	)		—			—			31
Share-based compensation expense		—		—		2,581			—			—			2,581
Other comprehensive income (loss)		—		—		—			(240	)		—			(240	)
Net loss		—		—		—			—			(28,991	)		(28,991	)
Balance at July 31, 2025		51,105,807	$	510,164	$	25,869		$	(1,209	)	$	(334,152	)	$	200,672

The accompanying notes are an integral part of these condensed consolidated financial statements.

ENGENE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

(Unaudited)

	Nine months ended July 31,
	Three months ended January 31,
	2025			2024
	2026			2025
Cash flows from operating activities:
Net loss	$	(7929,~~422~~752	)	$	(3924,~~843~~616	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense		~~645~~183			~~588~~215
Loss on extinguishment of debt		—488			~~366~~—
Non-cash lease expense		~~125~~246			~~114~~50
Loss on the disposal of property and equipment		—			22
Accretion of marketable securities		(591	)		(782	)
Amortization (accretion) of marketable securities		(2,645	)		—
Unrealized foreign currency losses		69			127
Unrealized foreign currency losses		28			4
Share-based compensation expense		2,803			1,809
Share-based compensation expense		7,040			3,668
Depreciation of property and equipment		189			102
Depreciation of property and equipment		338			240
Changes in operating assets and liabilities:
Investment tax credit receivable		(~~378~~271	)		~~2,101~~(98	)
Prepaid expenses and other assets		3(2,422	)		~~(3,651~~419	)
Accounts payable		~~970~~(4,270	)		1,~~919~~126
Accrued expenses and other current liabilities		(14,~~024~~386	)		5(3,~~765~~880	)
Lease liabilities		4339			(6168	)
Net cash used in operating activities		(7428,~~277~~903	)		(2825,~~713~~696	)
Cash flows from investing activities
Purchases of property and equipment		(~~1,048~~153	)		(~~687~~299	)
Purchases of marketable securities		(~~153~~169,~~095~~187	)		—(94,665	)
Proceeds from maturities of marketable securities		8843,~~505~~043			—10,000
Net cash used in investing activities		(65126,~~638~~297	)		(~~687~~84,964	)
Cash flows from financing activities
Payment of Reverse Recapitalization and PIPE Financing costs		—			(613	)
Proceeds from Second Amended Term Loan		25,000			—
Proceeds from the February 2024 PIPE Financing		—			200,000
Repayment of Amended Term Loan principal		(23,053	)		—
Payments of issuance costs associated with the 2024 PIPE Financing		—			(12,386	)
Payment of issuance costs associated with Second Amended Term Loan		(615	)		—
Proceeds from exercise of common share warrants		—			5,983
Proceeds from issuance of pre-funded warrants		23,249			—
Proceeds from exercise of stock options		232			102
Proceeds from public offering		126,250			—
Repayments of term loan principal		(699	)		(9,445	)
Payment of issuance cost associated with public offering and pre-funded warrants		(9,448	)		—
Proceeds from issuance of term loan		—			22,500
Proceeds from exercise of stock options		277			1
Payments of debt issuance costs associated with the term loan		—			(585	)
Net cash provided by financing activities		141,660			1
Net cash (used in) provided by financing activities		(467	)		205,556
Effect of exchange rate changes on cash		1			1
Net (decrease) increase in cash and cash equivalents		(140,381	)		176,157
Net decrease in cash and cash equivalents		(13,539	)		(110,658	)
Cash and cash equivalents at beginning of period		~~173~~50,~~004~~152			81173,~~521~~004
Cash and cash equivalents at end of period	$	3236,~~623~~613		$	~~257~~62,~~678~~346
Supplemental cash flow information:
Cash paid for interest	$	~~1,578~~544		$	~~1,393~~532
Warrant value issued as part of Amended Term Loan		—			319
Warrant value issued as part of Second Amended Term Loan		415			—
Right of use assets obtained in exchange for lease liabilities		6,352			1,904

The accompanying notes are an integral part of these condensed consolidated financial statements.

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

(Unaudited)

Description of Business

enGene Holdings Inc., together with its consolidated subsidiaries enGene Inc. and enGene USA, Inc. (“enGene” or the “Company”) is a clinical-stage biotechnology company focused on developing genetic medicines to improve the lives of patients, and its head office is located in Montreal, Quebec, Canada. The Company is developing non-viral genetic medicines based on its novel and proprietary dually derived chitosan, or “DDX”, gene delivery platform, which allows localized delivery of multiple gene cargos directly to mucosal tissues and other organs.

The Company lists its ordinary shares and warrants on the Nasdaq Global Market under the symbols “ENGN” and “ENGNW,” respectively.

Segment Information

~~Operating~~The ~~segments~~Company ~~are~~considered ~~defined~~the asCompany’s ~~components~~organizational ofstructure anand ~~entity~~the ~~about which separate discrete~~ information isregularly ~~available~~reviewed ~~for~~and ~~evaluation~~evaluated by the Company’s chief operating decision maker, or(“CODM”) ~~decision-making~~when ~~group, in~~ deciding how to allocate resources and inassess ~~assessing~~ performance. The Company's has determined that its CODM is its Chief Executive Officer is(“CEO”). ~~its~~The ~~chief~~CODM ~~operating~~reviews ~~decision-maker~~the ~~and~~financial ~~views~~information ~~operations~~on a consolidated basis for purposes of evaluating financial performance and ~~manages~~allocating resources. Based on this factor, the Company's determined that it operates and manages its business as a single operating segment. ~~focused~~As onof ~~research~~January 31, ~~discovery~~2026, the Company had $6.1 million and ~~clinical~~$3.8 ~~development~~million in long-lived assets held in the United States and in Canada, respectively. As of ~~human~~January ~~gene~~31, ~~therapy~~2025, ~~products~~the Company had $0.4 million and $2.7 million in long-lived assets held in the United States and in Canada, respectively.

Liquidity and Going Concern

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued.

The Company’s interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which presumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business.

As an emerging growth entity, the Company has devoted substantially all of its resources since inception to organizing and staffing the Company, raising capital, establishing its intellectual property portfolio, acquiring or discovering product candidates, research and development activities for developing non-viral genetic medicines and other compounds, establishing arrangements with third parties for the manufacture of its product candidates and component materials, and providing general and administrative support for these operations. As a result, the Company has incurred significant operating losses and negative cash flows from operations since its inception and anticipates such losses and negative cash flows will continue for the foreseeable future.

The Company has incurred a net loss of $7929.48 million and negative cash flows from operating activities of $7428.39 million for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and, as of that date, has an accumulated deficit of $~~334~~401.28 million. The Company has not yet commercialized any product candidates and does not expect to generate revenue from sales of any product candidates or from other sources for several years, if at all. The Company will need ~~substantial~~ additional funding to support its continuing operations and pursue its development strategy. To date, the Company has not generated any revenues and has financed its liquidity needs primarily through public and PIPE financings, offering debt, and issuance of warrants.

The Company’s ability to continue as a going concern depends on its ability to successfully develop and commercialize its products, achieve and maintain profitable operations, as well as the adherence to conditions of outstanding loans. The Company expects that its existing cash, cash equivalents and marketable securities as of ~~July~~January 31, ~~2025~~2026 will be sufficient to fund its operating expenses and debt obligations requirements for at least the next 12 months from the issuance date of these condensed consolidated financial statements.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited consolidated annual financial statements for the years ended October 31, 2024 and 2023 and notes thereto, as found in our Annual Report on Form 10-K for the year ended October 31, 2024. These interim condensed consolidated financial statements should be read in conjunction with the consolidated annual financial statements. Since the date of those annual financial statements, there have been no changes to the Company’s significant accounting policies.

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

Summary of Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited consolidated annual financial statements for the years ended October 31, 2025 and 2024 and notes thereto, as found in our Annual Report on Form 10-K for the year ended October 31, 2025. These interim condensed consolidated financial statements should be read in conjunction with the consolidated annual financial statements. Since the date of those annual financial statements, the Company began using a blended weighted average historical volatility which includes the Company's volatility and guideline company volatilities to determine volatility for awards granted beginning in the first quarter ended January 31, 2026. There have been no other changes to the Company’s significant accounting policies.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that may affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the related reporting of expense during the reporting period. Significant estimates of accounting reflected in these consolidated financial statements include, but are not limited to, accrued research and development expenses. Actual results could differ from those estimates.

Unaudited Interim Financial Information and Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with GAAP for interim financial reporting and accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The condensed consolidated balance sheet at October 31, ~~2024~~2025 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for annual financial statements. These interim financial statements include the accounts of the Company and its wholly owned subsidiaries, enGene, Inc. and enGene USA, Inc. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated annual financial statements as of October 31, ~~2024~~2025 and ~~2023~~2024 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s condensed consolidated balance sheet as of ~~July~~January 31, ~~2025~~2026, the condensed consolidated statements of operations and comprehensive loss for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the condensed consolidated statement of shareholders' equity for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, and condensed consolidated statements of cash flows for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025. The financial data and other information disclosed in these notes related to the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 are unaudited. The results for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, are not necessarily indicative of results to be expected for the year ending October 31, ~~2025~~2026, any other interim periods, or any future year or period.

Foreign Currency

Transaction gains and losses from currency exchange rate fluctuations on transactions denominated in a currency other than the U.S. Dollar functional currency are recorded in Other income (expense), net in the Company's condensed consolidated statements of operations and comprehensive loss. Such transaction gain and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date. The functional currency of the Company and its consolidated subsidiaries is the U.S. Dollar.

Recently ~~Issued~~Adopted Accounting Pronouncements ~~- Not yet adopted~~

In November 2023, the Financial Accounting Standards Board ("“FASB"”) issued ~~Accounting Standards Update ("~~ASU") ~~No.~~ 2023-07, Segment Reporting (Topic 280): – Improvements to Reportable Segment Disclosures) (“ASU 2023-07”), which requires ~~incremental~~public ~~disclosure~~entities ofto ~~segment~~disclose information about their reportable segments’ significant expenses on an interim and annual basis. ~~This~~All disclosure requirements under ASU is2023-07 ~~effective~~are also required for public entities with a single reportable segment. The ASU is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. ~~Retrospective~~The ~~application~~Company toadopted ~~all~~this ~~prior~~accounting ~~periods~~standard ~~presented~~during in the ~~financial~~year ~~statements~~ended isOctober ~~required~~31, ~~for~~2025 ~~public~~and ~~entities.~~there ~~The~~was ~~adoption~~no ~~of the ASU will have an~~ impact on the Company’s ~~Consolidated~~reportable ~~Financial~~segments ~~Statements disclosures~~identified. ~~The~~Required ~~Company~~disclosures ~~has~~have ~~not~~been ~~early~~included ~~adopted~~in ~~the~~Note ~~ASU~~15 ~~and~~"Segment ~~will include the relevant disclosure within the 2025 Annual Consolidated Financial Statements and 2026 Interim Financial Statements~~Reporting".

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which improves transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU No 2023-09 is effective for the Company's annual financial statements for the year ending October 31, 2026. The Company is currently evaluating the impact of the guidance on the financial statements disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as further clarified by ASU 2025-01, Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, issued in January, 2025, which requires entities to disclose additional information about specific expense categories in the notes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 may be applied retrospectively or

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

~~prospectively.~~Recently ~~The~~Issued ~~Company~~Accounting isPronouncements ~~currently~~– ~~evaluating~~Not ~~the~~Yet ~~effect~~Adopted ~~of this updated standard on its consolidated financial statements and related disclosures.~~

In ~~October~~September ~~2023~~2025, the FASB issued ASU ~~2023~~2025-06, ~~Disclosure~~Intangibles ~~Improvements:~~- ~~Codification~~Goodwill ~~Amendments~~and inOther ~~Response~~- toInternal ~~the~~Use ~~SEC's~~Software ~~Disclosure~~(Subtopic ~~Update~~350-40) ~~and~~Targeted ~~Simplification~~Improvements ~~Initiative,~~to ~~which~~the ~~amends~~Accounting ~~GAAP~~for toInternal-Use ~~reflect~~Software, ~~updates~~which ~~and~~removes ~~simplifications~~references to ~~certain~~project ~~disclosure~~stages and ~~presentation~~clarified ~~requirements~~when ~~referred to FASB by~~ the ~~SEC.~~Company ~~The~~is ~~targeted~~required ~~amendments~~to ~~incorporate~~begin 14capitalizing ofeligible ~~the 27 disclosures referred by the SEC into codification~~costs. ~~Each~~The ~~amendment~~new inguidance ~~ASU 2023-06~~ is effective onfor ~~the~~fiscal ~~date~~years onbeginning ~~which~~after ~~the~~December ~~SEC's~~15, ~~removal~~2027, ofand ~~the~~interim ~~related~~periods ~~disclosure~~within ~~requirement~~those ~~from~~fiscal ~~Regulation~~years, ~~S-X~~with orearly ~~Regulation~~adoption ~~S-K~~permitted. ~~becomes~~ASU ~~effective~~2025-06 ~~but~~may ~~will not~~ be ~~effective~~applied ifretrospectively ~~the~~or ~~SEC has not removed the applicable disclosure requirements by June 30, 2027~~prospectively. ~~Early adoption is prohibited.~~ The Company is currently evaluating the ~~impact~~effect of ~~the~~this ~~amendments~~updated standard on its consolidated financial ~~statement~~statements and related disclosures.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which amends GAAP to reflect updates and simplifications to certain disclosure and presentation requirements referred to FASB by the SEC. The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into codification. Each amendment in ASU 2023-06 is effective on the date on which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective but will not be effective if the SEC has not removed the applicable disclosure requirements by June 30, 2027. Early adoption is prohibited. The Company is currently evaluating the impact of the amendments on its financial statements and related disclosures.

Fair Value Measurements

The following table presents the Company's fair value hierarchy for financial assets measured at fair value as of ~~July~~January 31, ~~2025~~2026:

			July 31, 2025
			January 31, 2026
Description	Total		Quoted Prices inActive Marketsfor IdenticalAssets (Level 1)		Significant OtherObservableInputs (Level 2)		Significant ~~OtherObservableInputs~~OtherUnobservableInputs (Level 3)
Assets
Cash equivalents
Money market funds	$	~~15,823~~23	$	~~15,823~~23	$	—	$	—
U.S. government treasuries		15,298		15,298		—		—
Short term marketable securities:
U.S. government treasuries		~~151~~224,~~347~~481		~~151~~224,~~347~~481		—		—
Government agency securities		1714,~~943~~854		—		1714,~~943~~854		—
Long term marketable securities:
U.S. government treasuries		1836,~~023~~601		1836,~~023~~601		—		—
Government agency securities		4,988		—		4,988		—
Total financial assets	$	291,257	$	276,403	$	14,854	$	—
Total financial assets	$	208,124	$	185,193	$	22,931	$	—

The following table presents the Company's fair value hierarchy for financial assets measured at fair value as of October 31, 2024:

			October 31, 2024
Description	Total		Quoted Prices inActive Marketsfor IdenticalAssets (Level 1)		Significant OtherObservableInputs (Level 2)		Significant OtherObservableInputs (Level 3)
Assets
Cash equivalents
Money market funds	$	121	$	121	$	—	$	—
U.S. government treasuries		94,236		94,236		—		—
Government agency securities		9,955		—		9,955		—
Short term marketable securities:
U.S. government treasuries		51,574		51,574		—		—
Government agency securities		13,754		—		13,754		—
Long term marketable securities:
U.S. government treasuries		49,627		49,627		—		—
Government agency securities		9,900		—		9,900		—
Total financial assets	$	229,167	$	195,558	$	33,609	$	—

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

AsThe offollowing ~~July~~table ~~31,~~presents ~~2025 and October 31, 2024,~~ the Company's ~~classified its government agency marketable securities as Level 2 within the valuation hierarchy. The Company estimates the~~ fair value ofhierarchy these marketable securities by taking into consideration valuations obtained from third-party pricing sources. These pricing sources utilize industry standard valuation models, including both income and market-based approaches, for ~~which~~financial ~~all~~assets ~~significant~~measured ~~inputs~~at ~~are observable, either directly or indirectly to estimate~~ fair value. ~~These~~as ~~inputs~~of ~~include~~October ~~market pricing based on real time trade data for the same or similar securities~~31, ~~issuer credit spreads, benchmark yields, and other observable inputs.~~2025:

During the three and nine months ended July 31, 2025 and 2024, there were no transfers or reclassifications between fair value measurement levels of assets or liabilities. The carrying values of all other financial current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.


			October 31, 2025
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Cash equivalents
Money market funds	$	8,642	$	8,642	$	—	$	—
U.S. government treasuries		21,623		21,623		—		—
Government agency securities		3,249		—		3,249		—
Short term marketable securities:
U.S. government treasuries		125,467		125,467		—		—
Government agency securities		18,117		—		18,117		—
Long term marketable securities:
U.S. government treasuries		8,522		8,522		—		—
Total financial assets	$	185,620	$	164,254	$	21,366	$	—

As of January 31, 2026 and October 31, 2025, the Company classified its government agency marketable securities as Level 2 within the valuation hierarchy. The Company estimates the fair value of these marketable securities by taking into consideration valuations obtained from third-party pricing sources. These pricing sources utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly to estimate fair value. These inputs include market pricing based on real time trade data for the same or similar securities, issuer credit spreads, benchmark yields, and other observable inputs.

During the three months ended January 31, 2026 and 2025, there were no transfers or reclassifications between fair value measurement levels of assets or liabilities. The carrying values of all other financial current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

Marketable Securities

The Company invests in money market funds, U.S. Treasury and government agency debt securities; all marketable securities are classified as available-for-sale and carried at fair value, with unrealized changes in fair value reflected in the other comprehensive income (loss) in the condensed consolidated statements of shareholders' equity.

As of ~~July~~January 31, ~~2025~~2026, the marketable securities consisted of the following:

	July 31, 2025
	January 31, 2026
Description	Amortized Cost		Unrealized Holdings Gains		Unrealized Holdings Losses			Aggregate Fair Value
Cash equivalents and short-term investments:
Money market funds, included in cash and cash equivalents	$	~~15,823~~23	$	—	$	—		$	~~15,823~~23
US treasury		~~151~~239,~~478~~617		7164		(~~138~~2	)	$	~~151~~239,~~347~~779
Government agency securities		1714,~~955~~848		—7		(121	)	$	1714,~~943~~854
Total cash equivalents and short-term investments	$	~~185~~254,~~256~~488	$	7171	$	(~~150~~3	)	$	~~185~~254,~~113~~656
Long-term investments:
US treasury		1836,~~047~~598		75		(312	)	$	1836,~~023~~601
Government agency securities		5,016		—		(28	)		4,988
Total long-term investments	$	36,598	$	5	$	(2	)	$	36,601
Total long-term investments	$	23,063	$	7	$	(59	)	$	23,011
Total		291,086		176		(5	)	$	291,257
Total	$	208,319	$	14	$	(209	)	$	208,124

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

As of ~~July~~ January 31, ~~2025~~2026, all marketable securities held by the Company had remaining contractual maturities of one year or less, except for certain U.S. treasury and government agency securities that had maturities of one to two years.

As of ~~July~~January 31, ~~2025~~2026, the Company held 4958 securities, 426 of which, with an aggregate fair value of $~~140~~30.60 million, were in an unrealized loss position. All investments in an unrealized loss position were in this position for less than 12 months and there has been no change in the credit risk of such securities during the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026. The Company does not intend to sell its investments and it is not more likely than not that the Company will be required to sell the securities before recovery of the amortized cost basis of its debt securities. No allowance for credit losses was recorded as of ~~July~~January 31, ~~2025~~2026 because the decline in fair value below amortized cost is not related to credit losses. Securities are evaluated at the end of each reporting period for evidence of the credit-related impairment. The unrealized losses on U.S. treasury and government agency securities range from 0-1% of their amortized cost.

As of October 31, ~~2024~~2025, the marketable securities consisted of the following:

	October 31, 2024
	October 31, 2025
Description	Amortized Cost		Unrealized Holdings Gains		Unrealized Holdings Losses			Aggregate Fair Value
Cash equivalents and short-term investments:
Money market funds, included in cash and cash equivalents	$	~~121~~8,642	$	—	$	—		$	~~121~~8,642
US treasury		~~145~~146,~~832~~984		12131		(3025	)		~~145~~147,~~814~~090
Government agency securities		2321,~~714~~368		37		(89	)		2321,~~709~~366
Total cash equivalents and short-term investments	$	~~169~~176,~~667~~994	$	15138	$	(3834	)	$	~~169~~177,~~644~~098
Long-term investments:
US treasury		498,~~931~~498		—25		(~~306~~1	)		498,~~625~~522
Government agency securities		9,972		—		(74	)		9,898
Total long-term investments		8,498		25		(1	)		8,522
Total long-term investments	$	59,903	$	—	$	(380	)	$	59,523
Total		185,492		163		(35	)		185,620
Total	$	229,570	$	15	$	(418	)	$	229,167

As of October 31, 2024, all marketable securities held by the Company had remaining contractual maturities of one year or less, except for certain government agency securities that had maturities of one to two years.

As of October 31, 2024, the Company held 31 securities, 21 of which were in an unrealized loss position. All investments in an unrealized loss position were in this position for less than 12 months. The Company does not intend to sell its investments before recovery of the amortized cost basis of its debt securities at maturity and no allowance for credit losses was recorded as of October 31, 2024 because the decline in fair value below amortized cost is not related to credit losses. Securities are evaluated at the end of each reporting period. The unrealized losses on U.S. Treasury and Government agency securities range from 0-1% of their amortized cost.

Accrued interest receivable on the Company's marketable securities totaled $1.5 million and $0.7 million as of July 31, 2025 and October 31, 2024, respectively, and was presented within prepaids and other current assets on the Company's condensed consolidated balance sheets. No accrued interest receivable was written off during the three and nine months ended July 31, 2025 and 2024.

There were no material realized gains or losses recognized related to available-for-sale securities during the three and nine months ended July 31, 2025 and 2024.

Property and Equipment, Net

As of July 31, 2025, and October 31, 2024, property and equipment consisted of the following:

	July 31,		October 31,
	2025		2024
Lab equipment	$	2,989	$	2,191
Computer equipment		150		62
Computer software		144		146
Office furniture		266		141
Leasehold improvements		262		239
Property and equipment		3,811		2,779
Less: Accumulated depreciation and amortization		1,932		1,610
Property and equipment, net	$	1,879	$	1,169

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

~~Depreciation~~As ~~and~~of ~~amortization~~October ~~expense related to property and equipment was $0.1 million for the three months ended July~~ 31, 2025, ~~and~~all ~~2024.~~marketable ~~Depreciation~~securities ~~and~~held ~~amortization~~by ~~expense~~the ~~related~~Company tohad ~~property~~remaining ~~and~~contractual ~~equipment~~maturities ~~was~~of ~~$0.3~~one ~~million~~year ~~and~~or ~~$0.2~~less, ~~million~~except for ~~the~~U.S. ~~nine~~government ~~months~~securities ~~ended~~that ~~July~~had ~~31,~~maturities ~~2025~~of ~~and~~one ~~2024,~~to ~~respectively.~~two years.

As of October 31, 2025, the Company held 50 securities, 14 of which, with an aggregate fair value of $55.9 million, were in unrealized loss position. All investments in an unrealized loss position were in this position for less than 12 months. The Company does not intend to sell its investments before recovery of the amortized cost basis of its debt securities at maturity and no allowance for credit losses was recorded as of October 31, 2025 because the decline in fair value below amortized cost is not related to credit losses. Securities are evaluated at the end of each reporting period. The unrealized losses on U.S. Treasury and Government agency securities range from 0-1% of their amortized cost.

Accrued interest receivable on the Company's marketable securities totaled $2.5 million and $1.3 million as of January 31, 2026 and October 31, 2025, respectively, and was presented within prepaids and other current assets on the Company's condensed consolidated balance sheets. No accrued interest receivable was written off during the three months ended January 31, 2026 and 2025.

There were no material realized gains or losses recognized related to available-for-sale securities during the three months ended January 31, 2026 and 2025.

Property and Equipment, Net

As of January 31, 2026, and October 31, 2025, property and equipment consisted of the following:


	January 31,		October 31,
	2026		2025
Lab equipment	$	3,158	$	3,134
Office furniture		871		871
Computer equipment		298		169
Leasehold improvements		262		262
Computer software		144		144
Property and equipment		4,733		4,580
Less: Accumulated depreciation and amortization		2,292		2,103
Property and equipment, net	$	2,441	$	2,477

Depreciation and amortization expense related to property and equipment was $189 thousand and $102 thousand for the three months ended January 31, 2026 and 2025. respectively.

Accrued Expenses and Other Current Liabilities

As of ~~July~~January 31, ~~2025~~2026, and October 31, ~~2024~~2025, accrued expenses and other current liabilities consisted of the following:

	July 31,		October 31,
	January 31,		October 31,
	2025		2024
	2026		2025
Accrued research and development expenses	$	6,228	$	3,773
Research and development expenses	$	12,113	$	9,397
Employee compensation and related benefits		25,~~906~~902		34,~~475~~053
Professional fees		~~806~~1,149		~~824~~1,229
Other		610		225
Deferred financing costs		276		-
Accrued income taxes payable		567		—
Other		228		577
Accrued financing costs		—		3,831
Income taxes payable		-		19
Total accrued expenses and other current liabilities	$	1119,~~117~~668	$	1215,~~128~~275

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

License Agreement and Clinical Research Organization

License Agreement – Nature Technology Corporation

On April 10, 2020, the Company entered into a Non-Exclusive License Agreement (the “License Agreement”) with Nature Technology Corporation (“NTC”) whereby the Company licenses certain rights to NanoplasmidTM technology from NTC for commercialization. Under the terms of the License Agreement, NTC granted to the Company and its affiliates a world-wide, non-exclusive, royalty-bearing, sublicensable license to research, have researched, develop, have developed, make, have made, use, have used, import, have imported, sell, offer to sell, and have sold or offered for sale any product in the defined license field. Unless terminated earlier, the NTC license agreement will continue until no valid claim of any licensed patent exists in any country. The Company can voluntarily terminate the license agreement with prior notice to NTC.

The Company paid NTC an initial, upfront fee of $50 thousand which was recorded as research and development expense upon entering into the License Agreement. Beginning on the first anniversary of the effective date of the License Agreement and on each subsequent anniversary, the Company is required to pay NTC a $50 thousand annual maintenance fee. The Company is also required to make a payment to NTC of $50 thousand upon assigning the License Agreement to a third party.

The License Agreement provides for a one-time payment of $50 thousand for the first dose of a milestone product, as defined in the License Agreement, in the first patient in a Phase I clinical trial or, if there is no Phase I clinical trial, in a Phase II clinical trial, as well as a one-time payment of $450 thousand upon regulatory approval of a milestone product by the FDA. The first milestone, related to the first dose of a milestone product, was achieved during the year ended October 31, 2021. The second milestone - regulatory approval of a milestone product, has not yet been achieved as of ~~April~~January 3031, ~~2025~~2026. The Company is also required to pay NTC a royalty percentage in the low single digits of the aggregate net product sales in a calendar year by the Company, its affiliates or sublicensees on a product-by-product and country-by-country basis, as long as the composition or use of the applicable product is covered by a valid claim in the country where the net sales occurred. Royalty obligations under the license agreement will continue until the expiration of the last valid claim of a licensed patent covering such licensed product in such country.

In the event that the Company or any of its affiliates or sublicensees manufactures any Good Manufacturing Practice (“GMP”) lot of a product, then the Company or any such affiliate or sublicensee will be obligated to pay NTC an amount per manufactured gram of GMP (or its equivalent) lot of product, which varies based on the volume manufactured. The payment will expire on a product-by-product basis upon receipt of regulatory approval to market a product in any country in the licensed territory.

During each of the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company incurred $13 ~~and $38~~ thousand, ~~respectively,~~ of expenses related to the annual maintenance fee under the License Agreement. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, the Company incurred a fee of $56128.3 thousand ~~and $235 thousand, respectively,~~ related to the manufacturing payment under the License Agreement. All expenses related to License Agreement are recorded within research and development expenses.

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

Notes Payable

Amended Loan and Security Agreement and the First ~~Amendment~~and Second Amendments

On December 30, 2021, the Company entered into a Loan and Security Agreement (the "~~Prior~~2021 Loan Agreement") with Hercules Capital, Inc. ("Hercules") for the issuance of a term loan facility with an aggregate principal amount of up to $20.0 million (the “~~Prior~~2021 Term Loan”). On December 22, 2023 (the "~~Hercules~~Original Closing Date"), the Company entered into an ~~amended~~Amended and ~~restated~~Restated ~~loan~~Loan and ~~security~~Security Agreement (the "~~Amended~~2023 Loan Agreement”), with Hercules, as agent and lender, and the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"). The ~~Amended~~2023 Loan Agreement ~~amends~~amended and ~~restates~~restated in its entirety the ~~Prior~~2021 Loan Agreement. The ~~Amended~~2023 Loan Agreement ~~provides~~provided for a term loan facility of up to $50.0 million available in multiple tranches (the “2023 Term Loan”), as follows: (i) an initial term loan advance (the “Tranche 1 Advance”) that was made on the Tranche 1 Advance closing of $22.5 million, approximately $8.6 million of which was applied to refinance in full the term loans outstanding under the ~~Prior~~2021 Loan Agreement, (ii) subject to the achievement of the specified Interim Milestone (the “Interim Milestone”), which includes no default or event of default, delivery of written notice to the Lenders that the Company has conducted an analysis of interim efficacy of data from the clinical evaluation of detalimogene in the Phase 2 clinical study, and satisfaction of certain other conditions precedent, a right of the Company to request that the Lenders make additional term loan advances in an aggregate principal amount of up to $7.5 million from the date of achievement of the Interim Milestone through the earlier of (x) 60 days following the achievement of the Interim Milestone and (y) March 31, 2025, and (iii) an uncommitted tranche subject to the Lenders’ investment committee approval and satisfaction of certain other conditions precedent (including payment of a 0.75% facility charge on the amount borrowed), pursuant to which the Company may request from time to time up to and including the Amortization Date (as defined below) that the Lenders make additional term loan advances to the Company in an aggregate principal amount of up to $20.0 million. The Company is required to pay upon the earlier of January 1, 2028 ( the “Maturity Date”) or payment in full of the Term Loan, an end of term fee equal to 5.50% of the aggregate principal amount of the Term Loan (the “End of Term Charge”). The Company is also required to pay on July 1, 2025 or, if earlier, the date the Company prepays the Term Loan, $0.7 million representing the Prior Term Loan End of Term Charge (the "Prior Term Loan End of Term Charge" and "End of Term Charge", collectively the “End of Term Charges”).

The Company accounted for the Amended Loan Agreement as an extinguishment of the Prior Term Loan. As a result of the extinguishment, the Company recorded a loss of $0.4 million as a component within other income and expense in the Company's consolidated statement of operations during the nine months ended July 31, 2024, which represented the difference between the reacquisition price of the debt, including fees and the initial fair value of the warrants paid directly to the lender, and the carrying value of the Prior Term Loan at the time of extinguishment.

On December 18, 2024, the Company entered into a First Amendment to Amended and Restated Loan and Security Agreement (the "First Amendment") with the Lenders. The First Amendment modified the Amended Loan Agreement to reallocate the $7.5 million previously available under Tranche 2 (as defined in the Amended Loan Agreement), which was not drawn by the Company upon achievement of Interim Milestone, to Tranche 3 (as defined in the Amended Loan Agreement). Pursuant to the First Amendment, the $7.5 million advance originally available upon achievement of the Interim Milestone was added to the uncommitted tranche subject to the Lenders' investment committee approval and satisfaction of certain other conditions precedent (including payment of a 0.75% facility charge on the amount borrowed), pursuant to which the Company may request from time to time that the Lenders make additional loan advances to the Company in an aggregate principal amount of up to $27.5 million. The First Amendment did not change the total term loan facility available to the Company of up to $50.0 million. The First Amendment further provided for certain administrative changes in accordance with the foregoing.

At the Company's option, the Company may elect to prepay all, but not less than all, of the outstanding Term Loan by paying the entire principal balance and all accrued and unpaid interest thereon plus a prepayment charge equal to the following percentage of the principal amount being prepaid: (i) 3.0% of the principal amount outstanding if the prepayment occurs in any of the first twelve months following the Closing Date (as defined in the Amended Loan Agreement); (ii) 2.0% of the principal amount outstanding if the prepayment occurs after the first twelve months following the Closing Date but on or prior to twenty-four months following the Closing Date; and (iii) 1.0% of the principal amount outstanding if prepayment occurs at any time thereafter but prior to the Maturity Date.

As of July 31, 2025, the Company had borrowed $22.5 million under the Amended Loan Agreement and incurred $2.1 million of debt discount and issuance costs inclusive of legal fees and End of Term Charges under the Term Loan. The remaining $27.5 million of the uncommitted tranche subject to the Lenders’ investment committee approval and satisfaction of certain other conditions precedent described above remains undrawn and available to the Company. The Prior Term Loan End of Term Charge of $0.7 million has been paid as of July 31, 2025.

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

~~The~~make ~~Term~~additional ~~Loan~~term ~~bears~~loan ~~cash~~advances ~~interest payable monthly at an annual rate equal~~ to the ~~greater~~Company ofin ~~(a)~~an ~~the~~aggregate ~~prime~~principal ~~rate~~amount of ~~interest~~up asto ~~reported in the Wall Street Journal plus 0~~$20.~~75%~~0 ~~(capped at 9~~million.~~75%)~~ ~~and (b) 9.25%.~~ The ~~Term~~Company ~~Loan also bears additional payment-in-kind interest at an annual rate of 1.15%, which~~ is ~~added~~required to ~~the~~pay ~~outstanding principal balance of the Term Loan~~ on each monthly interest payment date. Borrowings under the Amended Loan Agreement, as amended by the First Amendment, are repayable in monthly interest-only payments through the "Amortization Date", which is either: (y) if the Interim Milestone is achieved and there has been no default, January 1, ~~2026~~2028, oran ~~(z)~~end ifof ~~the~~term ~~Interim~~fee ~~Milestone~~equal ~~and~~to ~~certain~~5.50% ~~clinical~~of ~~milestones~~the ~~are~~aggregate ~~achieved~~principal ~~and~~amount ~~there~~of ~~has been no default, July 1, 2026. After~~ the ~~Amortization~~2023 ~~Date, the outstanding~~ Term Loan ~~and~~(the ~~interest~~“2023 ~~shall~~End ~~be repayable in equal monthly payments~~ of ~~principal~~Term ~~and accrued interest until the Maturity Date~~Charge”). ~~Through~~The ~~July 31, 2025, the~~ Company ~~has~~was ~~achieved~~also ~~the~~required ~~Interim~~to ~~Milestone~~pay ~~but has not yet achieved certain clinical milestones. Amounts payable~~ on ~~January~~July 1, ~~2026 were classified as current liabilities on the condensed consolidated balance sheet for the interim period ended July 31~~2025, ~~2025~~$0.7 ~~The~~million ~~effective~~representing ~~interest rate of~~ the 2021 Term Loan ~~was~~end ~~11.63% as~~ of ~~July~~term ~~31, 2025~~charge.

InOn ~~connection~~December 18, 2024, the Company entered into a First Amendment to Amended and Restated Loan and Security Agreement (the "First Amendment", and together with the 2023 Loan Agreement, the “First Amended Loan Agreement”) with the Lenders. The First Amendment modified the 2023 Loan Agreement to reallocate the $7.5 million previously available under Tranche 2 (as described in the Second Amended Loan Agreement, as ~~amended~~defined below), which was not drawn by the Company upon achievement of the Interim Milestone, to Tranche 3 (as defined in the Second Amended Loan Agreement). Pursuant to the First Amendment, the ~~Company~~$7.5 ~~granted~~million ~~Hercules~~advance aoriginally ~~security~~available ~~interest~~upon ~~senior~~achievement of the Interim Milestone was added to ~~any~~the ~~current~~uncommitted ~~and~~tranche ~~future~~subject ~~debts~~to the Lenders' investment committee approval and tosatisfaction ~~any~~of ~~security~~certain ~~interest~~other inconditions ~~all~~precedent (including payment of a 0.75% facility charge on the ~~Company’s~~amount ~~right~~borrowed), ~~title,~~pursuant ~~and~~to ~~interest~~which ~~in,~~the Company could request from time to ~~and~~time ~~under~~that ~~all~~the ofLenders make additional loan advances to the Company’s ~~property~~in ~~and~~an ~~other~~aggregate ~~assets,~~principal ~~subject~~amount of up to ~~limited~~$27.5 ~~exceptions~~million. ~~including~~The First Amendment did not change the total term loan facility available to the Company’s ~~intellectual~~of ~~property~~up to $50.0 million. The First Amendment further provided for certain administrative changes in accordance with the foregoing.

~~The~~On ~~Amended~~January ~~Loan Agreement~~20, as2026 ~~amended by~~ (the ~~First~~“Second Amendment, ~~contains~~Closing ~~negative~~Date”), ~~covenants~~the ~~that,~~Company ~~among~~entered ~~other~~into ~~things~~a ~~and~~Second ~~subject~~Amendment to ~~certain~~its ~~exceptions,~~Amended ~~could~~and ~~restrict~~Restated ~~the~~Loan ~~Company's~~and ~~ability~~Security toAgreement ~~incur~~(the ~~additional~~"Second ~~liens~~Amendment", ~~incur~~and ~~additional~~together ~~indebtedness,~~with ~~make~~the ~~investments,~~First ~~including~~Amended ~~acquisitions,~~Loan ~~engage in fundamental changes~~Agreement, ~~sell~~the or“Second ~~dispose~~Amended ofLoan ~~assets~~Agreement”) ~~that~~with ~~constitute~~the ~~collateral,~~Lenders. The ~~including~~Second ~~certain~~Amendment ~~intellectual~~modified ~~property,~~the ~~pay~~First ~~dividends~~Amended orLoan ~~make~~Agreement ~~any~~to, ~~distribution~~amongst orother ~~payment~~things: on(i) orincrease ~~redeem,~~the ~~retire~~term orloan ~~purchase~~facility ~~any~~from ~~equity~~$50.0 ~~interests,~~million ~~amend,~~up ~~modify~~to or$125.0 ~~waive~~million ~~certain~~to ~~material~~be ~~agreements~~made oravailable ~~organizational~~to ~~documents~~the ~~and~~Company ~~make~~upon ~~payments~~the achievement of certain ~~subordinated~~milestones ~~indebtedness.~~(the ~~The~~“2026 ~~Amended~~Term Loan ~~Agreement~~”), as(ii) extend ~~amended by~~ the ~~First~~maturity ~~Amendment,~~date ~~also contains certain events~~ of ~~default~~the ~~and representations~~facility, ~~warranties~~ and ~~non-financial~~(iii) ~~covenants~~provide offor ~~the~~certain ~~Company.~~other ~~The Company is in compliance with the financial covenants at July 31, 2025~~updates.

~~Hercules~~The ~~Common~~Second ~~Share~~Amended ~~Warrants~~Loan Agreement provides for up to $125.0 million available for advances in multiple tranches, as follows: (i) an initial term loan advance of $25.0 million to refinance in full the term loans outstanding under the First Amended Loan Agreement, which advance was issued to the Company on the Second Amendment Closing Date; (ii) an aggregate principal amount of up to $35.0 million, subject to the achievement of the Clinical Milestone (as defined in the Second Amended Loan Agreement) and satisfaction of certain other conditions precedent, and continuing through March 31, 2027; (iii) an aggregate principal amount of up to $20.0 million. subject to the achievement of the specified Approval Milestone (as defined in the Second Amended Loan Agreement) and continuing through the earlier of (x) 90 days following the Approval Milestone and (y) December 15, 2027; (iv) an aggregate principal amount of up to $20.0 million. subject to the achievement of the specified Commercial Milestone (as defined in the Second Amended Loan Agreement) and continuing through the earlier of (x) 90 days following the Commercial Milestone and (y) December 15, 2028; and (v) an uncommitted tranche subject to the Lenders’ investment committee approval and satisfaction of certain other conditions precedent, pursuant to which enGene may request from time to time up to and including the Amortization Date (as defined in the Second Amended Loan Agreement) that the Lenders make additional term loan advances in an aggregate principal amount of up to $25.0 million.

InThe ~~connection~~2026 ~~with~~Term ~~the~~Loan ~~Amended~~matures ~~Loan~~on ~~Agreement~~January 1, as2030 ~~amended~~(the by“2026 ~~the~~Term ~~First~~Loan ~~Amendment,~~Maturity ~~the~~Date”). The Company ~~also~~is ~~agreed~~required to ~~issue~~pay to the Lenders inupon ~~connection~~the ~~with~~earlier ~~each~~of ~~advance~~(i) the 2026 Term Loan Maturity Date; (ii) payment in full of the 2026 Term ~~Loans~~Loan; ~~warrants~~or to(iii) ~~purchase~~the date that ~~number~~the ofSecured Obligations (as defined in the ~~Company’s~~Second ~~common~~Amended ~~shares~~Loan Agreement) become due and payable, asan ~~shall~~end beof term fee equal to 25.95% of the aggregate principal amount of ~~such~~the advances made for the 2026 Term Loan ~~advance~~(the ~~divided~~"2026 byEnd ~~the~~of ~~Warrants~~Term ~~per~~Charge"). ~~share~~Advances ~~exercise~~under ~~price~~each tranche are subject to a facility charge, ranging from 0.50% to 0.75% of $7the aggregate principal amount advanced.21 ~~(which~~The ~~exercise~~2026 ~~price~~Term ~~equals~~Loan bears cash interest payable monthly at an annual rate equal to the ~~ten-day~~greater ~~volume~~of ~~weighted~~(a) ~~average~~the ~~price~~prime ~~for~~rate of interest as reported in the ~~ten~~Wall Street Journal plus 2.25% (capped at 10.25%) ~~trading~~and ~~days~~(b) ~~preceding~~9.25%. After the ~~Hercules~~Amortization ~~Closing~~ Date, the outstanding 2026 Term Loan and isinterest ~~subject~~shall tobe ~~customary~~repayable ~~adjustments~~in equal monthly payments of principal and accrued interest until the 2026 Term Loan Maturity Date. The Interim Milestone under the ~~terms~~First ofAmended Loan Agreement was achieved during the ~~Warrants)~~year (ended October 31, 2024. No other milestones under the ~~"Hercules~~Second ~~Common~~Amended ~~Share~~Loan ~~Warrants")~~Agreement have been achieved as of January 31, 2026. The ~~Hercules~~effective ~~Common~~interest ~~Share~~rate ~~Warrants~~of ~~are~~the ~~exercisable~~2026 ~~for~~Term aLoan ~~period~~was of12.17% ~~seven~~as ~~years~~of ~~from~~January ~~issuance~~31, 2026.

~~Under~~At the ~~terms~~Company's ofoption, the ~~Amended~~Company ~~Loan~~may ~~Agreement,~~elect asto ~~amended~~prepay ~~by the First Amendment~~all, ~~the~~but ~~maximum~~not ~~number~~less ofthan ~~Hercules Common Share Warrants and underlying Common Shares of the Company that could be issued is 138~~all,~~696~~ ~~(i.e. 2%~~ of the ~~$50.0~~outstanding ~~million~~term ~~total~~loans ~~commitment amount divided~~ by paying the ~~exercise~~entire ~~price~~principal ofbalance ~~$7.21~~and ~~price~~all ~~specified~~accrued inand ~~the~~unpaid ~~Closing~~interest ~~Date~~thereon ~~Warrant),~~plus ~~assuming~~a noprepayment ~~adjustments~~charge ~~are~~equal ~~made~~to ~~under~~ the ~~terms~~following percentage of the ~~Hercules~~principal ~~Common Share Warrants and further assuming the full~~ amount ofbeing ~~Term~~prepaid: ~~Loans~~(i) ~~are drawn~~3.0% Onof the ~~Hercules~~principal ~~Closing~~amount ~~Date,~~outstanding ~~the~~if ~~Company issued to~~ the ~~Lenders~~prepayment ~~62,413~~occurs ~~Hercules Common Share Warrants~~ in ~~connection~~any ~~with~~of the ~~Tranche~~first 1twelve ~~Advance~~months offollowing the ~~Term~~Second ~~Loans~~Amendment ~~(the "~~Closing Date; ~~Warrants"~~(ii) 2.0% ~~The~~of ~~Closing~~the ~~Date~~principal ~~Warrants~~amount ~~have~~outstanding ~~been~~if ~~determined~~the toprepayment beoccurs ~~equity~~after ~~classified~~the asfirst ~~they~~twelve domonths ~~not~~following ~~meet~~ the ~~definition~~Second ofAmendment aClosing ~~liability~~Date ~~under~~but ~~ASC~~on ~~480~~or ~~and~~prior ~~are~~to ~~considered~~twenty-four ~~indexed~~months tofollowing the ~~Company’s~~Second ~~common~~Amendment ~~shares~~Closing asDate; ~~prescribed~~and by(iii) ~~ASC 815~~1. ~~Upon entering into the Amended Loan Agreement, $~~0.3% ~~million~~ of the ~~total~~principal ~~$22.5~~amount ~~million~~outstanding ~~Tranche~~if 1prepayment ~~Advance~~were ~~was allocated~~ to ~~the~~occur ~~warrants,~~at onany atime ~~relative~~thereafter ~~fair~~but ~~value~~prior ~~basis,~~to ~~and~~the ~~recorded~~2026 ~~within~~Term ~~additional~~Loan ~~paid~~Maturity ~~in capital~~Date.

Subsequently issued Hercules Common Share Warrants shall be substantially in the form of the Closing Date Warrants.

As of July 31, 2025 and October 31, 2024, the carrying value of the term loans consisted of the following:

	July 31, 2025			October 31, 2024
Note payable, including End of Term Charge	$	24,164		$	24,663
Debt discount, net of accretion		(1,229	)		(1,673	)
Accrued interest		183			182
Note payable, net of discount	$	23,118		$	23,172

As of July 31, 2025, the Company classified $5.4 million of the note payable as current, which represents the total principal payments due in the next 12 months. As of October 31, 2024, the Company classified $0.7 million of the note payable as current, which represented the Prior Term Loan End of Term Charge. During the three months ended July 31, 2025 and 2024, the Company recognized $0.8 million of interest expense related to the term loans, of which $0.2 million and $0.1 million were related to the amortization of the

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

~~debt~~As ~~discounts,~~of ~~respectively.~~January ~~During the nine months ended July~~ 31, ~~2025 and 2024~~2026, the Company ~~recognized~~had borrowed $225.20 million under the Second Amended Loan Agreement and incurred $23.0 million of ~~interest~~debt ~~expense,~~discount ~~respectively,~~and ~~related~~issuance tocosts inclusive of legal fees and the ~~term~~2023 ~~loans,~~End of ~~which~~Term Charge and 2026 End of Term Charge. The remaining $0100.40 million ~~was~~of ~~related~~the touncommitted ~~the~~tranches ~~amortization~~subject to satisfaction of ~~the~~certain ~~debt~~other ~~discounts.~~milestone conditions precedent described above remains undrawn and available to the Company.

~~Estimated~~The ~~future~~Company ~~principal~~accounted ~~payments~~for ~~due~~the ~~under~~Second Amended Loan Agreement as an extinguishment of the 2023 Term Loan,. ~~including~~As a result of the ~~contractual~~extinguishment, ~~End~~the Company recorded a loss of ~~Term~~$0.5 ~~Charges~~million as a component within other income and ~~paid~~expense in ~~kind~~the ~~interest~~Company's ~~are~~consolidated asstatement ~~follows~~of asoperations ofduring ~~July~~the three months ended January 31, ~~2025:~~2026, which represented the difference between the fair value of the Second Amended Term Loan, including fees and the fair value of warrants provided directly to the lender, and the carrying value of the Prior Term Loan at the time of extinguishment.

	Note PrincipalPayments
2025	$	—
2026		8,417
2027		10,987
2028		5,161
Total principal payments, including End of Term Charge		24,565

Pursuant to the Second Amended Loan Agreement, the Company has granted Hercules a security interest senior to any current and future debts and to any security interest in all of the Company’s right, title, and interest in, to and under all of the Company’s property and other assets, subject to limited exceptions including the Company’s intellectual property.

AsThe ofSecond ~~July~~Amended ~~31,~~Loan ~~2025~~Agreement contains negative covenants that, ~~based~~among onother ~~borrowing~~things ~~rates~~and ~~available~~subject to certain exceptions, could restrict the Company's ~~for~~ability ~~loans~~to ~~with~~incur ~~similar~~additional ~~terms~~liens, incur additional indebtedness, make investments, including acquisitions, engage in fundamental changes, sell or dispose of assets that constitute collateral, including certain intellectual property, pay dividends or make any distribution or payment on or redeem, retire or purchase any equity interests, amend, modify or waive certain material agreements or organizational documents and ~~consideration~~make payments of ~~the~~certain ~~Company’s~~subordinated ~~credit~~indebtedness. ~~risk~~The Second Amended Loan Agreement, ~~the~~also ~~carrying~~contains ~~value~~certain events of default and representations, warranties and both financial and non-financial covenants of the Company’s. ~~variable~~The ~~interest~~Company ~~rate~~is ~~debt~~in compliance with the financial covenants, ~~excluding~~which ~~unamortized~~include ~~debt~~a ~~issuance~~requirement ~~costs~~to maintain a balance of $10.0 million in unrestricted cash, ~~approximates~~at ~~fair~~January ~~value~~31, 2026.

~~Common~~Hercules ~~Shares~~Warrants

~~The~~In connection with the First Amended Loan Agreement, the Company ~~has~~agreed anto ~~unlimited~~issue to the Lenders in connection with each advance of 2023 Term Loans warrants to purchase that number of ~~Common~~the ~~Shares~~Company’s ~~authorized~~common ~~for~~shares ~~issuance~~as was equal to 2% of the aggregate principal amount of such 2023 Term Loan advance, ~~with~~divided noby ~~par~~the ~~value~~warrants per share exercise price of $7.21 (which exercise price equals the ten-day volume weighted average price for the ten (10) trading days preceding the Original Closing Date and is subject to customary adjustments under the terms of such warrants) (the "Hercules 2023 Warrants"). AsEach Hercules 2023 Warrant is exercisable for a period of ~~July~~seven ~~31,~~years ~~2025~~from ~~and~~its ~~October~~issuance. In ~~31,~~connection ~~2024,~~with ~~there~~the ~~were~~Tranche ~~51,105,807~~1 ~~and~~Advance 50of the 2023 Term Loans,~~976,676~~ ~~Common~~the ~~Shares~~Company ~~outstanding~~issued to the Lenders an aggregate number of 62,413 ~~respectively~~Hercules 2023 Warrants on the Original Closing Date.

~~The~~In ~~holders~~connection ofwith the ~~Common~~Second ~~Shares~~Amended ~~are~~Loan ~~entitled~~Agreement, the Company also agreed to ~~one~~issue ~~vote~~to ~~per~~the ~~Common~~Lenders ~~Share~~in ~~held~~connection onwith ~~all~~each ~~matters~~advance ~~submitted~~of 2026 Term Loans warrants to apurchase ~~vote~~that number of ~~shareholders.~~the ~~Common~~Company’s ~~shareholders~~common ~~are~~shares ~~entitled~~as shall be equal to ~~receive~~1.50% ~~dividends,~~of asthe ~~may~~aggregate beprincipal ~~declared~~amount of such 2026 Term Loan advance divided by the ~~board~~warrant per share exercise price of ~~directors,~~$9.18 or(which exercise price equals the ~~"Board",~~three-day ifvolume ~~any,~~weighted average price for the three (3) trading days preceding the Second Amendment Closing Date and is subject to ~~the~~customary ~~preferential~~adjustments ~~dividend~~under ~~rights~~the terms of ~~preferred~~such ~~shares.~~warrants) ~~Through~~(the ~~July~~“Hercules 312026 Warrants” and, ~~2025~~together with the Hercules 2023 Warrants, nothe ~~cash~~“Hercules ~~dividends~~Warrants”). ~~had~~Each ~~been~~Hercules ~~declared~~2026 orWarrant ~~paid~~is exercisable for a period of seven years from issuance.

OnIn ~~December~~connection ~~20,~~with ~~2024,~~ the ~~Company~~2026 ~~entered~~Tranche ~~into~~1 anAdvance ~~Open~~of ~~Market~~2026 ~~Sale~~Term ~~Agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”)~~Loans, ~~as sales agent, pursuant to which~~ the Company ~~may~~issued ~~offer and sell, from time~~ to ~~time,~~the ~~through~~Lenders ~~Jefferies,~~an upaggregate tonumber ~~$100,000,000~~ of ~~Common~~40,850 ~~Shares.~~Hercules ~~Through~~2026 ~~July~~Warrants ~~31,~~on ~~2025,~~ the ~~Company~~Second ~~sold~~Amendment noClosing ~~Common Shares under the Sale Agreement~~Date.

Under the terms of the Second Amended Loan Agreement, the maximum number of Hercules 2026 Warrants and resultant underlying common shares of the Company that can be issued is 204,248 (i.e. 1.50% of the $125,000,000 total commitment amount divided by the exercise price of $9.18). The Hercules Warrants have been determined to ~~Purchase~~be ~~Common~~equity ~~Shares~~classified as they do not meet the definition of a liability under ASC 480 and are considered indexed to the Company’s common shares as prescribed by ASC 815. Upon entering into the Second Amended Loan Agreement, $0.3 million of the total $25.0 million 2026 Tranche 1 Advance was allocated to the Hercules 2026 Warrants, on a relative fair value basis, and recorded within additional paid in capital.

AsWarrants ofsubsequently ~~July~~issued ~~31,~~under ~~2025~~the ~~and~~Second ~~October~~Amended ~~31,~~Loan ~~2024,~~Agreement ~~the~~shall ~~Company~~be ~~had~~substantially ~~8,511,968~~in ~~warrants~~the toform ~~purchase~~of ~~common~~the ~~shares~~Hercules ~~outstanding~~2026 Warrants.

Of the warrants to purchase common shares outstanding as of July 31, 2025, 8,449,555 have an exercise price of $11.50, and are exercisable through October 31, 2028. The Company may elect to call in the warrants for redemption if the share price of the Company equals or exceeds $18.00 for any twenty (20) trading days within the thirty (30) trading-day period ending on the third (3rd) trading day prior to the date on which notice of the redemption is given, subject to adjustments as provided in the terms of the warrant agreement.

The common share warrants have been determined to be equity classified as they do not meet the definition of a liability under ASC 480 and are considered indexed to the Company’s common shares as prescribed by ASC 815.

The additional 62,413 of warrants to purchase Common Shares outstanding as of July 31, 2025, were issued as part of the Amended Loan Agreement on December 22, 2023, have an exercise price of $7.21, are exercisable at any time beginning on December 22, 2023, and expire on December 22, 2030, or seven years from the issuance date. The common share warrants have been determined to be equity classified as they do not meet the definition of a liability under ASC 480 and are considered indexed to the Company’s common shares as prescribed by ASC 815. Please refer to Note 10, Share-Based Compensation, below for the summary of the Common Shares reserved for the exercise of Common Share warrants, share options, and remaining shares reserved for future issuance under and outside the Company's Amended and Restated enGene Holdings Inc. 2023 Incentive Equity Plan.

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

As of January 31, 2026 and October 31, 2025, the carrying value of the term loans consisted of the following:


	January 31, 2026			October 31, 2025
Note payable, including End of Term Charge	$	27,725		$	24,231
Debt discount, net of accretion		(2,989	)		(1,088	)
Accrued interest		188			183
Note payable, net of discount	$	24,924		$	23,326

As of January 31, 2026, the Company classified the entire note payable as long-term as no principal payments were due in the next 12 months. As of October 31, 2025, the Company classified $8.0 million of the note payable as current. During the three months ended January 31, 2026 and 2025, the Company recognized $0.7 million and $0.8 million of interest expense related to the term loans, respectively, of which $0.1 million were related to the amortization of the debt discounts.

Estimated future principal payments due under the 2026 Term Loan, including the contractual End of Term Charges and paid in kind interest are as follows as of January 31, 2026:


	Note Principal Payments
2026		—
2027		—
2028		1,238
2029		18,991
2030		7,496
Total principal payments, including End of Term Charge		27,725

As of January 31, 2026, based on borrowing rates available to the Company for loans with similar terms and consideration of the Company’s credit risk, the carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value.

Common Shares

The Company has an unlimited number of Common Shares authorized for issuance, with no par value. As of January 31, 2026 and October 31, 2025, there were 66,989,466 and 52,018,658 Common Shares outstanding, respectively.

The holders of the Common Shares are entitled to one vote per Common Share held on all matters submitted to a vote of shareholders. Common shareholders are entitled to receive dividends, as may be declared by the board of directors, or the "Board", if any, subject to the preferential dividend rights of preferred shares. Through January 31, 2026, no cash dividends had been declared or paid.

On December 20, 2024, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through Jefferies, up to $100,000,000 of Common Shares. Through January 31, 2026, the Company sold no Common Shares under the Sale Agreement.

On November 12, 2025, the Company entered into an underwriting agreement with Jefferies LLC, Leerink Partners LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”) relating to the issuance and sale by the Company, in an underwritten public offering, of 12,558,823 Common Shares at an offering price of $8.50 per Common Share and pre-funded warrants to purchase 2,735,295 Common Shares at an offering price of $8.4999 per pre-funded warrant (the "Pre-Funded Warrants"), in each case before underwriting discounts and commissions. The offering closed on November 14, 2025. The aggregate gross proceeds from the offering were approximately $130.0 million, before deducting the underwriting discounts and commissions and offering expenses of approximately $8.2 million.

The Company also granted to the Underwriters a 30-day option to purchase up to 2,294,117 additional Common Shares at the public offering price, less underwriting discounts and commissions (the “Option”), which the Underwriters exercised in full pursuant to a Notice of Exercise dated November 14, 2025. The aggregate gross proceeds from the Option exercise were approximately $19.5 million, before deducting the underwriting discounts and commissions and offering expenses of approximately $1.2 million. The offering closed on November 18, 2025, with respect to the Option.

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

Pre-Funded Warrants to Purchase Common Shares

As of January 31, 2026, the Company had 2,735,295 Pre-Funded Warrants to purchase common shares outstanding. The Pre-Funded Warrants have an exercise price of $0.0001 and do not expire. A holder may not exercise any portion of a pre-funded warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 9.99% of the Company’s outstanding Common Shares immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days’ notice to the Company, subject to the terms of the Pre-Funded Warrants. The common share Pre-Funded Warrants have been determined to be equity classified as they do not meet the definition of a liability under ASC 480 and are considered indexed to the Company’s common shares as prescribed by ASC 815.

Warrants to Purchase Common Shares

As of January 31, 2026, the Company had 8,552,818 warrants to purchase common shares outstanding. As of October 31, 2025, the Company had 8,511,968 warrants to purchase common shares outstanding.

Of the warrants to purchase common shares outstanding as of January 31, 2026, 8,449,555 of the warrants have an exercise price of $11.50, and are exercisable through October 31, 2028 (the "Public Warrants"). The Company may elect to call in the warrants for redemption if the share price of the Company equals or exceeds $18.00 for any twenty (20) trading days within the thirty (30) trading-day period ending on the third (3rd) trading day prior to the date on which notice of the redemption is given, subject to adjustments as provided in the terms of the warrant agreement. The Public Warrants have been determined to be equity classified as they do not meet the definition of a liability under ASC 480 and are considered indexed to the Company’s common shares as prescribed by ASC 815. The Public Warrants are listed on the Nasdaq Capital Market under the symbol “ENGNW”.

An additional 62,413 Hercules 2023 Warrants outstanding as of January 31, 2026 were issued to the Lenders in connection with the First Amended Loan Agreement on December 22, 2023, have an exercise price of $7.21, are exercisable at any time beginning on December 22, 2023, and expire on December 22, 2030, or seven years from the issuance date.

An additional 40,850 Hercules 2026 Warrants outstanding as of January 31, 2026 were issued to the Lenders in connection with the Second Amended Loan Agreement on January 20, 2026, have an exercise price of $9.18, are exercisable at any time beginning on January 20, 2026, and expire on January 20, 2033, or seven years from the issuance date.

The Hercules Warrants have been determined to be equity classified as they do not meet the definition of a liability under ASC 480 and are considered indexed to the Company’s common shares as prescribed by ASC 815. Please refer to Note 10, Share-Based Compensation, below for the summary of the Common Shares reserved for the exercise of Common Share warrants, share options, and remaining shares reserved for future issuance under and outside the Company's Amended and Restated enGene Holdings Inc. 2023 Incentive Equity Plan.

10.

Share-Based Compensation

Amended and Restated enGene Holdings Inc. 2023 Incentive Equity Plan

The Company's Amended and Restated enGene Holdings Inc. 2023 Incentive Equity Plan (the "2023 Plan") was adopted on May 15, 2024 and superseded all prior plans. The 2023 Plan is administered by the Board or, at the discretion of the Board, by a committee of the Board, (the "Committee"). The exercise prices, vesting and other restrictions are determined at the discretion of the Board, or its committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the Common Shares on the date of grant and the term of stock option may not be greater than ten years. Common Shares that are expired, terminated, surrendered or cancelled under the 2023 Plan without having been fully exercised will be available for future awards. The Plan authorizes the award of incentive stock options, or ISOs, non-qualified stock options, or NQSOs, Stock Units, Stock Appreciation Rights, or SARs, and other share-based awards including performance awards and share bonus awards. The Plan contains the evergreen provision (the "Evergreen Provision") pursuant to which on the first business day of each calendar year, the aggregate number of Common Shares that could be issued or transferred thereunder (the "Plan Share Reserve") and the number of Common Shares available for options intended to qualify as incentive stock options (the "ISO Sublimit") each increase by such number of Common Shares as equals 5% of the aggregate number of Common Shares outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by the compensation committee), and the ISO Sublimit by the lesser of 2,500,000 Common Shares and the increase in the Plan Share Reserve (or such smaller number of shares may be determined by the compensation committee of the Company’s board of directors). On January 2, 2025 the Committee allowed the full 5% increase for 2025 under the Evergreen Provision.

As of July 31, 2025, inclusive of (i) the common shares subject to the outstanding grants under the prior plans, and (ii) 2,548,833 Common Shares added on January 2, 2025 under the Evergreen Provision, there were 9,564,060 of Common Shares reserved for issuance under the Plan and there are 2,812,856 shares remaining for issuance.18

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

Common Shares and the increase in the Plan Share Reserve (or such smaller number of shares may be determined by the compensation committee of the Company’s board of directors). On January 1, 2026, the Committee allowed the full 5% increase for 2026 under the Evergreen Provision.

As of January 31, 2026, inclusive of (i) the Common Shares subject to the outstanding grants under the prior plans, and (ii) 3,349,283 Common Shares added on January 1, 2026 under the Evergreen Provision, there were 13,041,358 of Common Shares reserved for issuance under the Plan and there are 2,848,172 shares remaining for issuance.

2025 Employee Stock Purchase Plan

On June 10, 2025, at its 2025 Annual General Meeting of shareholders, the shareholders of enGene Holdings Inc. approved the adoption of the 2025 Employee Stock Purchase Plan (the "ESPP”), pursuant to which 2,000,000 common shares of the Company, no par value, will be reserved for issuance. The price of common stock purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or the relevant purchase date and is subject to change by a Plan Administrator prior to each purchase period. As of ~~July~~January 31, ~~2025~~2026, there were no shares issued and 2,000,000 shares remained available for issuance.

Inducement Grants

The Company may grant inducement equity award consisting of a non-qualified stock option to purchase ~~Common~~common ~~Shares~~shares to newly hired employees an inducement material to the employees entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4) and was granted outside of the 2023 Plan. During the three ~~and nine~~ months ended ~~July~~January 31, 2026 and 2025, the Company granted ~~546,650~~zero and 1360,~~051~~300,~~600,~~ respectively, of non-qualified stock options as inducement equity awards. ~~During the three and nine months ended July 31, 2024, the Company granted 1,250,000 of non-qualified stock options as inducement equity awards.~~ As of ~~July~~January 31, ~~2025~~2026, ~~312~~689,~~500~~016 of the inducement grant awards have vested, 37,200 have been forfeited and none have expired, and all options remain outstanding.

17As of January 31, 2026, and October 31, 2025, the Company has reserved the following Common Shares for the exercise of Common Share warrants, share options, restricted share units, and remaining shares reserved for future issuance under the 2023 Plan and options granted outside of the 2023 Plan as part of the inducement grants:


	January 31,		October 31,
	2026		2025
Warrants to purchase common shares		8,552,818		8,511,968
Incentive options to purchase common shares		8,761,570		5,717,948
Inducement grant stock options		3,315,350		3,315,350
Restricted share units		272,925		—
Pre-funded warrants to purchase common shares		2,735,295		—
Remaining shares reserved for future issuance under the equity plans		2,848,172		2,933,304
Remaining shares reserved for future issuance under ESSP		2,000,000		2,000,000
Total		28,486,130		22,478,570

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

As of July 31, 2025, and October 31, 2024, the Company has reserved the following Common Shares for the exercise of Common Share warrants, share options, and remaining shares reserved for future issuance under the 2023 Plan and options granted outside of the 2023 Plan as part of the inducement grants:

	July 31,		October 31,
	2025		2024
Warrants to purchase common shares		8,511,968		8,511,968
Incentive options to purchase common shares		6,751,247		4,391,512
Inducement grant stock options		2,657,400		1,643,000
Remaining shares reserved for future issuance under the equity plans		2,812,856		2,752,889
Remaining shares reserved for future issuance under ESSP		2,000,000		—
Total		22,733,471		17,299,369

Stock Options

The assumptions that the Company used to determine the grant-date fair value of stock options during the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 are summarized below:

	Three months ended July 31,							Nine months ended July 31,
	Three months ended January 31,
	2025				2024			2025				2024
	2026				2025
Expected term (in years)		56.503-6.08			56.51 02- 6.08				~~5.5-6.08~~			~~5.51 - 6.08~~
Expected volatility		7982.1339-8382.5348%		%	81.64 24- 8281.3356%		%		~~79.13-83.53~~		%	~~78.24 - 82.33~~		%
Risk-free interest rate		43.06 9- 43.1491%		%	4.16 40- 4.2249%		%		~~4.0-4.49~~		%	~~4.16 - 4.66~~		%
Expected dividend yield			—		—	—				—			—
Fair value of common shares and exercise price of options (USD)	$	39.~~31-3.83~~53		$	86.65 42- 97.0039			$	~~3.31-7.39~~		$	~~7.66 - 17.80~~

The following table summarizes the Company’s stock option activity:

	Number ofShares			Weighted-AverageExercisePrice (USD)		Weighted-AverageRemainingContractualTerm (in years)		AggregateIntrinsicValue
Outstanding as of October 31, 2024		6,034,512		$	6.88		7.4	$	17,809
Outstanding as of October 31, 2025		9,033,298		$	6.93		8.5	$	10,979
Granted		43,~~268~~161,~~925~~490			69.3553
Exercised		(~~129~~117,~~131~~868	)		12.7838
Forfeited or expired		~~(765,659~~-	)		~~10.19~~-
Outstanding as of July 31, 2025		9,408,647		$	6.49		7.9	$	4,130
Outstanding as of January 31, 2026		12,076,920		$	7.63		8.7	$	26,208
Options vested and exercisable as of July 31, 2025		3,516,834		$	4.81		5.4	$	3,876
Options vested and exercisable as of January 31, 2026		3,332,388		$	6.46		7.1	$	11,859
Options unvested as of July 31, 2025		5,891,813		$	7.49	$	9.3	$	254
Options unvested as of January 31, 2026		8,744,532		$	8.07	$	9.3	$	14,349

The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s common share as of each reporting date.

The weighted-average grant-date fair value per share of share options granted during the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 was $~~2.53 and $~~6.~~38,~~90 ~~respectively. The weighted-average grant-date fair value per share of share options granted during the nine months ended July 31, 2025~~ and ~~2024, was~~ $45.~~59 and $7.48~~33, respectively.

18Restricted Share Units

Restricted share units are granted under the 2023 Plan and are expensed based on the fair value of the award, which equals the share price on the grant date, on a straight-line basis over the four-year service period of the award. The following table summarizes the restricted share unit activity under the 2023 Plan during the three months ended January 31, 2026:


	Number of Shares		Weighted- Average Grate Date Fair Value (USD)
Outstanding as of October 31, 2025		-	$	—
Granted		272,925		9.53
Vested		-		-
Forfeited or expired		-		-
Outstanding as of January 31, 2026		272,925	$	9.53

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

Share-based Compensation Expense

Share-based compensation expense included in the Company’s consolidated statements of operations and comprehensive loss was as follows:

	Three Months Ended July 31,				Nine Months Ended July 31,
	Three Months Ended January 31,
	2025		2024		2025		2024
	2026		2025
Research and development	$	~~854~~1,004	$	~~776~~625	$	~~2,367~~	$	~~1,306~~
General and administrative		1,~~727~~799		~~684~~1,184		~~4,673~~		~~2,362~~
Total share-based compensation expense	$	2,~~581~~803	$	1,~~460~~809	$	~~7,040~~	$	~~3,668~~

As of ~~July~~January 31, ~~2025~~2026, there was $3049.15 million of unrecognized compensation, which is expected to be recognized over a weighted-average period of 3.23 years.

11.

Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented~~, retrospectively restated to reflect the exchange of shares upon the close of the reverse recapitalization~~:

	Three Months Ended July 31,				Nine Months Ended July 31,
	Three Months Ended January 31,
	2025		2024		2025		2024
	2026		2025
Numerator:
Net loss attributable to common shareholders, basic and diluted	$	2829,~~991~~752	$	1424,~~148~~616	$	~~79,422~~	$	~~39,843~~
Denominator:
Weighted-average number of common shares used in net loss per share, basic and diluted		51,097,711		44,168,986		51,031,618		35,564,767
Weighted-average number of common shares used in net loss per share, basic and diluted (1)		67,263,234		50,976,958
Net loss per common share, basic and diluted	$	0.5744	$	0.3248	$	~~1.56~~	$	~~1.12~~

~~The~~(1) ~~Company~~Pre-funded ~~excluded~~warrants ~~the following shares from the computation~~ of ~~diluted~~2,735,295 ~~net~~are ~~loss~~included ~~per~~within ~~share attributable to common shareholders for~~ the ~~three~~weighted-average ~~and~~number ~~nine~~of ~~months~~common ~~ended~~shares ~~July~~calculation. ~~31, 2025 and 2024 because including them would have had an anti-dilutive effect:~~

	Three Months Ended July 31,				Nine Months Ended July 31,
	2025		2024		2025		2024
Warrants to purchase common shares		8,511,968		8,511,968		8,511,968		8,511,968
Options to purchase common shares		9,408,647		5,525,385		9,408,647		5,525,385
Total		17,920,615		14,037,353		17,920,615		14,037,353

The Company excluded the following shares from the computation of diluted net loss per share attributable to common shareholders for the three months ended January 31, 2026 and 2025 because including them would have had an anti-dilutive effect:


	Three Months Ended January 31,
	2026		2025
Warrants to purchase common shares		8,552,818		8,511,968
Options to purchase common shares		12,076,920		9,069,253
Restricted share units		272,925		—
Total		20,902,663		17,581,221

12.

Income Taxes

~~During~~There ~~the~~was ~~three~~no ~~months ended July 31, 2025 and 2024, the Company recorded $239 thousand in~~ income tax expense ~~and~~during ~~$29~~the ~~thousand~~three inmonths ~~income~~ended ~~tax~~January ~~benefit~~31, ~~respectively~~2026. During the ~~nine~~three months ended ~~July~~January 31, 2025 ~~and 2024~~, the Company recorded $~~497~~18 thousand in income tax expense ~~and $38 thousand in income tax benefit, respectively~~.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company has considered its history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As a result, as of ~~July~~January 31, ~~2025~~2026, the Company has maintained a full valuation allowance against its remaining net deferred tax assets.

1921

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

13.

Leases

The Company’s leases are comprised of operating leases for office and lab space.

On December 29, 2022, the Company signed a lease for approximately 10,620 square feet of new laboratory and office space at 4868 Rue Levy, Montreal, QC. The term of the lease is for 10 years, beginning on the commencement date, and requires an annual initial base rent of $36.50 CAD per square foot, which is subject to annual increases of 2%. The lease commenced in November 2023. Upon commencement the Company recognized an initial lease liability and corresponding right of use asset of $1.4 million.

On January 1, 2024, enGene USA entered into a lease agreement, in which the Company is sub-leasing approximately 6,450 square feet of office space located at 200 Fifth Avenue, Waltham, MA. The Company will make an aggregate amount of base rental payments of $0.5 million under the initial term of the lease, which is set to expire on December 30, 2026 and does not have an option to renew. Upon commencement, the Company recognized an initial lease liability and corresponding right of use asset of $0.4 million.

On June 4, 2025, enGene USA, Inc entered into a lease agreement, pursuant to which the Company agreed to lease approximately 26,335 square feet of office space located at 99 High Street, Boston, Massachusetts. The Company is expected to make an aggregate amount of base rental payments of $10.6 million, under the initial term of the lease, which is set to expire in November 2030. In connection with the lease, enGene Holdings Inc. has delivered a guaranty, dated June 4, 2025, pursuant to which the Company guaranteed enGene USA's payment and performance. The lease commenced in June 2025 and upon commencement, the Company recognized an initial lease liability of $6.4 million and corresponding right of use asset of $6.5 million.

During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the components of operating lease cost were as follows, and are reflected in general and administrative expenses and research and development expenses, as determined by the underlying activities:

		Three Months Ended July 31,					Nine Months Ended July 31,
	Three Months Ended January 31,
		2025			2024		2025		2024
	2026			2025
Lease Cost:
Operating lease cost	$	$598	~~438~~	$	$115	~~117~~	$	~~668~~	$	~~326~~
Variable operating lease cost		—	—	—		—		—		24
Total operating lease cost	$	$598	~~438~~	$	$115	~~117~~	$	~~668~~	$	~~350~~

Maturities of the Company's operating lease liabilities as of ~~July~~January 31, ~~2025~~2026 are as follows:

2025	$	115
2026		1,876
2026		2,195
2027		2,399
2027		2,395
2028		2,417
2028		2,413
2029		2,465
2029		2,461
2030		2,511
Thereafter		31,~~604~~112
Total		1312,~~183~~780
Less: Interest		(4,~~924~~240	)
Total lease liability	$	8,~~259~~540

14.

Commitments and Contingencies

Legal Proceedings

From time to time, in the ordinary course of business, the Company is subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations. As of ~~July~~January 31, ~~2025~~2026, and October 31, ~~2024~~2025, there were no such matters which would have a material impact on the Company’s financial results.

20Purchase and Other Obligations

ENGENE HOLDINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS OF USD, EXCEPT FOR SHARE AND PER SHARE DATA)

~~Purchase~~purchase commitments and ~~Other~~are ~~Obligations~~cancellable by us upon written notice. Payments due upon cancellation consist of payments for services provided or expenses incurred, including non-cancelable obligations of service and those incurred by subcontractors of our suppliers.

The Company enters into contracts in the normal course of business with CROs, CDMOs and other third-party vendors for nonclinical research studies and testing, clinical trials and testing and manufacturing services15. ~~Most~~Segment contracts do not contain minimum purchase commitments and are cancellable by us upon written notice. Payments due upon cancellation consist of payments for services provided or expenses incurred, including those incurred by subcontractors of our suppliers. Reporting

~~Subsequent~~The ~~Events~~Company operates and manages its business as one operating segment and one reportable segment, which is focused on developing genetic medicines to improve the lives of patients suffering from bladder cancer. The CODM manages the Company’s operations on a consolidated basis, assesses performance for the operating segment and decides how to allocate resources based on consolidated net loss, which is reported on the consolidated statements of operations.

The CODM uses consolidated net loss to evaluate the Company’s spend, deploy resources across research and development activities and monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing the performance of the operating segment and in establishing resource allocation across the organization.

Factors used in determining the reportable segment include the nature of the Company's operating activities, the organizational and reporting structure and the type of information reviewed by the CODM to allocate resources and evaluate financial performance. The accounting policies of the segment are the same as those described in Note 2, Summary of Significant Accounting Policies. The measure of segment assets used in determining how to manage and allocate resources is reported within the Company's consolidated balance sheets as cash and cash equivalents and marketable securities.

The following table summarizes significant segment expenses, other segment items and the measure of segment net loss of the Company's reportable segment for the three months ended January 31, 2026 and 2025:


	Three Months Ended January 31,
	2026			2025
Research and development expenses:
Chemistry, Manufacturing and Controls(1)	$	10,472		$	11,562
Clinical operations(2)		4,059			3,565
Other research and development expenses(3)		1,330			1,048
Personnel-related expenses, excluding stock-based compensation		5,390			3,174
Stock based compensation		1,004			625
Total research and development expenses	$	22,255		$	19,974
General and administrative expenses:
Personnel-related expenses, excluding stock-based compensation		3,343			2,427
Stock based compensation		1,799			1,184
Other general and administrative expenses(4)		3,788			3,028
Total general and administrative expenses		8,930			6,639
Other segment items(5)		(1,433	)		(1,997	)
Net loss	$	29,752		$	24,616

(1) External expenses associated with clinical manufacturing of the Company's lead compound, detalimogene.

(2) External and internal expenses associated with clinical operations related to research and development of the Company's lead compound, detalimogene.

(3) Represents research and development expenses associated with preclinical, medical affairs, regulatory, quality, program management and facility related costs.

(4) Represents general and administrative costs associated with external legal fees, facilities, professional fees, and other overhead costs.

(5) For the three months ended January 31, 2026, other segment items consist of $2.7 million of interest income, $0.7 of interest expense, $0.5 million loss on extinguishment of debt, and $0.1 million of other expense, net. For the three months ended January 31, 2025, other segment items consists of $2.7 million of interest income, $0.8 million of interest expense, and less than $0.1 million other income, net. Interest income consists of interest income earned on cash equivalents and marketable securities. Interest expense consists of interest expense on our term loan. Other (income) expense, net primarily consists of realized and unrealized gains and losses.

16. Subsequent Events

The Company has evaluated subsequent events through the date these financial statements were issued. The Company concluded that no subsequent events have occurred that require disclosure.

2123

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Throughout this section, unless otherwise noted, “we”, “our”, “us”, “enGene” and the “Company” refer to enGene Holdings Inc. and all of its subsidiaries.

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025 and elsewhere in this Quarterly Report and other filings made with the SEC for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements.

Overview

Business Overview

We are a clinical-stage biotechnology company ~~focused~~mainstreaming ongenetic ~~developing~~medicine ~~genetic~~through ~~medicines~~the delivery of therapeutics to ~~improve~~mucosal tissues and other organs, with the ~~lives~~goal of ~~patients~~creating ~~suffering~~new ~~from~~ways to address diseases with high clinical needs, beginning with non-muscle invasive bladder cancer ("NMIBC"). We are developing non-viral genetic medicines based on our novel and proprietary dually derived chitosan, or “DDX”, gene delivery platform, which allows localized delivery of complex genetic cargos directly to mucosal tissues and other organs. Our lead product candidate, detalimogene voraplasmid, or detalimogene, formerly known as EG-70, is a therapy designed to ~~generate~~promote a ~~local~~pro-inflammatory, ~~immune~~anti-tumor ~~reaction~~microenvironment inthroughout ~~proximity~~the tobladder ~~tumors~~urothelium. We believe this enables the immune system to durably clear the tumor and develop memory to resist recurrence. Because this treatment is designed to work by delivering genetic cargo to the broader tumor tissue environment rather than tumor cells specifically, we believe it has the potential to be ~~widely~~ utilized across a variety of tumor types. Currently, we are developing detalimogene as a monotherapy to treat ~~non-muscle invasive bladder cancer (“~~NMIBC”) with carcinoma in situ (“CIS”) with or without concomitant papillary disease in patients that have been unresponsive to treatment with Bacillus Calmette-Guérin, or “BCG,” or what is referred to as “BCG-unresponsive NMIBC with CIS.” BCG is established as the first-line therapy for patients diagnosed with high-risk NMIBC; however, supply constraints have resulted in a shortage of BCG in the United States for over a decade. We are also exploring the clinical application of detalimogene to ~~other~~various ~~forms~~additional of NMIBC patient populations, namely, high-risk papillary-only BCG-unresponsive NMIBC (i.e., high-risk NMIBC without CIS), as well as high-risk BCG-naïve NMIBC patients with CIS and high-risk BCG-exposed NMIBC patients with CIS (i.e., patients who have ~~been~~not ~~treated~~received ~~with~~an ~~some~~adequate course of BCG ~~but~~and who do not qualify as BCG-unresponsive in accordance with FDA and urology practice guidelines).

~~Detalimogene~~In isNMIBC, ~~being~~carcinoma ~~evaluated~~ in ~~the~~situ, ~~ongoing combined~~or ~~Phase~~CIS, ~~1/2~~is ~~open-label~~a flat, ~~multi~~high-~~cohort~~grade ~~study,~~tumor ~~referred~~that tocan asinvade the deeper layers of the bladder wall if left untreated. A “~~LEGEND~~high-”~~. LEGEND’s~~ ~~Phase~~or 2“low-” ~~pivotal~~tumor ~~cohort~~risk ~~(cohort~~describes 1)the ~~consists~~degree ofto ~~approximately~~which ~~100~~the ~~patients~~tumor ~~with~~pathology ~~BCG~~appears more likely to grow quickly and invade non-~~unresponsive~~cancerous tissue. NMIBC with CIS, ~~(with~~which oris ~~without~~high-risk, ~~papillary~~is ~~disease)~~typically ~~and~~initially istreated ~~designed~~with toa ~~serve~~solution ascontaining the ~~basis~~bacterium ofBCG ~~our~~that ~~planned~~is ~~biologics~~instilled ~~license~~into ~~application,~~the ifbladder multiple times over the ~~data~~course ~~are~~of ~~positive~~several months. InDespite ~~addition~~high initial response rates to this ~~pivotal cohort~~treatment, ~~LEGEND~~many ~~includes~~of ~~three~~these patients will experience a recurrence that is unresponsive to additional ~~cohorts~~BCG, ~~cohort~~allowing 2athe ~~for~~cancer ~~patients~~to ~~with~~spread ~~BCG-naïve~~throughout, ~~NMIBC~~and ~~with~~deeper ~~CIS~~into, ~~cohort~~the 2bbladder, ~~for~~often ~~patients~~requiring ~~with~~surgical ~~BCG-exposed~~removal ~~NMIBC~~of ~~patients~~the ~~with~~bladder ~~CIS;~~(this ~~and~~procedure ~~cohort~~is 3called ~~for~~a radical cystectomy). We believe patients with BCG-unresponsive NMIBC ~~who~~with ~~have~~CIS ~~papillary-only~~are ~~disease~~currently ~~(i.e.,~~underserved nowith ~~CIS).~~limited InFDA-approved ~~addition~~treatment options, ~~our~~and ~~preclinical~~that ~~research~~there is ~~focused~~a onmarket ~~expanding~~opportunity ~~the~~for ~~cancer~~detalimogene ~~indications~~as ~~that~~a ~~can~~monotherapy befor ~~treated~~patients with ~~detalimogene~~this ascondition. ~~well~~While asthe ~~discovering~~potential ~~new~~market ~~opportunities~~for todetalimogene ~~apply~~may ~~our~~not ~~DDX~~ultimately ~~technology~~be ~~platform~~limited to ~~treat~~these ~~other~~patients, ~~indications~~that ~~with~~is ~~high~~our ~~unmet~~current ~~medical~~initial ~~needs~~focus in working to bring detalimogene to market.

~~Since~~Within ~~our~~the ~~inception~~United States, we ~~have~~estimate ~~devoted~~that ~~substantially~~there ~~all~~are ofapproximately ~~our efforts to organizing and staffing our Company~~85,000 ~~business~~new ~~planning,~~patients ~~raising~~each ~~capital,~~year ~~establishing~~diagnosed ~~our~~with ~~intellectual~~bladder ~~property portfolio~~cancer, ~~acquiring~~of orwhich ~~discovering~~up ~~product~~to ~~candidates,~~80% ~~research~~present ~~and~~with ~~development~~non-muscle ~~activities~~invasive ~~for our primary program, detalimogene voraplasmid, or detalimogene~~disease. WeBladder docancer ~~not~~also ~~have~~poses ~~any products approved for sale and have not generated any revenue from product sales. We operate as~~ a ~~single~~long-term ~~operating~~management ~~segment~~burden ~~focused~~with onan ~~research,~~estimated ~~discovery~~730,000 ~~and~~people ~~clinical~~living ~~development~~with ~~of detalimogene~~disease. ~~To date, the Company has not generated any revenues and has financed its liquidity needs primarily through PIPE financings, offering debt arrangements, and issuance of warrants.~~

WeDetalimogene ~~have~~is ~~never~~currently ~~been~~being ~~profitable~~studied ~~and~~in ~~have~~a ~~incurred~~combined ~~net~~Phase ~~losses~~1/2 ~~since~~open-label ~~inception.~~trial, ~~Our~~referred ~~net~~to ~~loss~~as ~~was~~“LEGEND” ~~$29~~(ClinicalTrials.0gov ~~million~~identifier ~~and $79~~NCT04752722).4 ~~million~~The ~~for~~Phase ~~the~~2 ~~three~~portion ~~and~~of ~~nine~~LEGEND ~~months~~is ~~ended~~comprised ~~July~~of ~~31,~~three ~~2025~~cohorts: ~~and~~Cohort ~~$14.~~1 ~~million~~is ~~and~~a ~~$39.8~~pivotal ~~million~~cohort ~~for~~studying ~~the~~detalimogene ~~three~~in ~~and~~patients ~~nine~~with ~~months~~high-risk ~~ended~~BCG-unresponsive ~~July~~NMIBC ~~31,~~with ~~2024,~~CIS ~~respectively.~~with Weor ~~expect~~without toconcomitant ~~continue~~papillary todisease ~~incur significant expenses and increasing operating losses~~ for ~~the~~which ~~foreseeable future as~~ we ~~advance~~have ~~the~~completed ~~ongoing~~enrollment ~~LEGEND~~with ~~study~~125 ofpatients; ~~detalimogene,~~Cohort ~~including~~2 ~~the~~is ~~pivotal~~evaluating ~~cohort~~detalimogene ofin patients with high-risk BCG-~~unresponsive~~naïve NMIBC, towith ~~completion;~~CIS ~~execute~~(Cohort on2a, ~~our~~with ~~plan~~30 toenrolled ~~file~~patients aas ~~Biologics~~of ~~License~~November ~~Application~~11, ~~with~~2025) ~~the FDA in 2H 2026;~~ and ~~pursue~~patients ~~potential~~with ~~pipeline~~high-risk ~~expansion~~BCG-exposed ~~via~~NMIBC ~~additional~~with ~~detalimogene~~CIS ~~development~~(Cohort ~~opportunities and other compounds. In addition~~2b, wewith ~~expect~~45 toenrolled ~~incur~~patients ~~significant expenses~~ as weof ~~establish~~November ~~medical affairs~~11, ~~sales,~~2025); ~~marketing~~ and ~~distribution~~Cohort ~~infrastructure~~3 ~~and~~is ~~capabilities~~evaluating ~~to support the potential commercial launch of~~ detalimogene ~~and~~in ~~significant~~patients ~~additional~~with ~~commercialization~~high-~~related~~risk ~~expenses,~~BCG-unresponsive ifNMIBC ~~and~~who ~~when~~have ~~detalimogene~~papillary isdisease ~~approved~~only (i.e., Asno ~~a result~~CIS, wewith ~~expect~~36 toenrolled ~~need~~patients ~~substantial~~as ~~additional~~of ~~funding~~November to11, ~~support~~2025). ~~our~~In ~~continuing~~addition, ~~operations~~our ~~and~~preclinical ~~pursue~~research ~~our~~is ~~growth~~focused ~~strategy.~~on ~~Until~~expanding ~~such~~the ~~time~~cancer asindications wethat can ~~generate~~be ~~significant~~treated ~~revenue~~with ~~from~~detalimogene ~~product~~as ~~sales,~~well ifas ~~ever,~~discovering wenew ~~expect~~opportunities to ~~finance~~apply our ~~operations~~DDX ~~through~~technology aplatform ~~combination~~to oftreat ~~public or private equity offerings and debt financings, or~~ other ~~capital~~indications ~~sources,~~with ~~which~~high ~~could~~unmet ~~include~~medical ~~potential~~needs. ~~collaboration agreements, strategic~~

2224

~~alliances~~Since our inception, orwe ~~licensing~~have ~~arrangements.~~devoted Wesubstantially ~~may~~all beof ~~unable~~our efforts to ~~raise~~organizing ~~additional~~and ~~funds~~staffing orour ~~enter~~Company, ~~into~~business ~~such~~planning, ~~other~~raising ~~arrangements~~capital, ~~when~~establishing ~~needed~~our onintellectual ~~favorable~~property ~~terms~~portfolio, acquiring or atdiscovering ~~all.~~product ~~Our~~candidates, ~~failure~~research toand ~~raise~~development ~~capital~~activities for our primary program, detalimogene voraplasmid, or ~~enter~~detalimogene. ~~into~~We ~~other~~do ~~arrangements~~not ashave ~~and~~any ~~when~~products ~~needed~~approved ~~would~~for sale and have not generated any revenue from product sales. We operate as a ~~negative~~single ~~impact~~operating segment focused on research, discovery, and clinical development of detalimogene. Since our ~~financial~~merger ~~condition~~with Forbion European Acquisition Company in 2023, we have financed the Company through a series of public and ~~our~~private ~~ability~~investment toin ~~develop~~public ~~our~~equity ~~product~~(“PIPE”) ~~candidates~~financings, debt arrangements, and issuance of warrants and pre-funded warrants.

We have never been profitable and have incurred net losses since inception. Our net loss was $29.8 million and $24.6 million for the three months ended January 31, 2026 and 2025, respectively. As of ~~July~~January 31, ~~2025~~2026 and October 31, 2025 we had an accumulated deficit of $~~224~~401.98 million inand $372.0 million, respectively, and cash, cash equivalents and marketable securities of $312.5 million and $202.3 million, respectively. We ~~believe~~expect ~~that~~to ~~our~~continue ~~existing~~to ~~cash~~incur significant expenses and ~~cash~~increasing ~~equivalents~~operating losses for the foreseeable future as ofwe ~~July~~advance 31the ongoing LEGEND study of detalimogene, ~~2025~~including ~~will~~the bepivotal ~~sufficient~~cohort toof ~~fund~~patients ~~our~~with ~~operating~~BCG-unresponsive ~~expenses~~NMIBC, ~~debt~~to ~~obligations,~~completion; ~~and~~execute ~~capital~~on ~~expenditure~~our ~~requirements~~plan ~~for~~to atsubmit ~~least~~a ~~the~~Biologics ~~next~~License 12Application ~~months~~with ~~from~~the FDA in the ~~issuance~~second ~~date~~half of ~~the~~2026; ~~condensed~~and ~~consolidated~~pursue ~~financial~~potential ~~statements~~pipeline ~~included~~expansion ~~within~~via ~~this~~additional ~~Quarterly~~detalimogene ~~Report~~development opportunities and other compounds. ~~While~~In addition, we ~~have~~expect ~~historically~~to ~~been~~incur ~~successful~~significant inexpenses ~~securing~~as ~~financing~~we establish medical affairs, ~~raising~~sales, marketing and distribution infrastructure and capabilities to support the potential commercial launch of detalimogene and significant additional ~~funds~~commercialization-related expenses, if and when detalimogene is ~~dependent~~approved. onAs a ~~number~~result, ofwe ~~factors~~expect ~~outside~~to ofneed substantial additional funding to support our ~~control,~~continuing operations and aspursue our growth strategy. Until such ~~there~~time isas nowe ~~assurance~~can ~~that~~generate significant revenue from product sales, if ever, we ~~will~~expect to finance our operations through a combination of public or private equity offerings and debt financings, or other capital sources, which could include potential collaboration agreements, strategic alliances, or licensing arrangements. We may be ~~able~~unable to doraise soadditional infunds ~~the~~or ~~future~~enter into such other arrangements when needed on favorable terms or at all. ~~Refer~~Our failure to ~~“Liquidity~~raise capital or enter into other arrangements as and ~~Capital~~when ~~Resources”~~needed ~~section~~would ~~below~~have a negative impact on our financial condition and our ability to develop our product candidates.

As of January 31, 2026, we had $312.5 million in cash, cash equivalents and marketable securities. We believe that our existing cash and cash equivalents as of January 31, 2026 will be sufficient to fund our operating expenses, debt obligations, and capital expenditure requirements for at least the next 12 months from the issuance date of the condensed consolidated financial statements included within this Quarterly Report. While we have historically been successful in securing financing, raising additional funds is dependent on a number of factors outside of our control, and as such there is no assurance that we will be able to do so in the future. Refer to “Liquidity and Capital Resources” section below.

Components of Our Results of Operations

Revenue

We do not have any product candidates approved for sale, have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products or from other sources in the near future, if at all. We will not generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for a product candidate, if ever. If our development efforts for our current lead product candidate, detalimogene or additional product candidates that we may develop in the future are successful and result in marketing approval or if we enter into collaboration or license agreements with third parties, we may generate revenue in the future from a combination of product sales or payments from such collaboration or license agreements.

Operating Expenses

Research and Development

Research and development expenses account for a significant portion of our operating expenses and consist primarily of costs incurred for our research activities, including our drug discovery efforts and the development of our product candidates. We expense research and development costs as incurred, which include:

•

Direct Costs, offset by refundable tax credits:

expenses incurred under agreements with CROs that are primarily engaged in the oversight and conduct of our clinical trials; CDMOs that are primarily engaged to provide drug substance and product for our clinical trials, research and development programs, as well as investigative sites and consultants that conduct our clinical trials, nonclinical studies and other scientific development services;

the cost of acquiring and manufacturing nonclinical and clinical trial materials, including manufacturing registration and validation batches;

•

~~costs~~expenses incurred under agreements with CROs that are primarily engaged in the oversight and conduct of ~~outside~~our ~~consultants~~clinical trials; CMOs that are primarily engaged to provide drug substance and product for our clinical trials, ~~including~~research ~~their~~and ~~fees~~development programs, ~~share-based~~as ~~compensation~~well as investigative sites and consultants that conduct our clinical trials, nonclinical studies and ~~related~~other ~~travel~~scientific ~~expenses~~development services;

•

costs related to compliance with quality and regulatory requirements;

payments made under third-party licensing agreements.

Indirect Costs:

personnel-related expenses including, salaries, benefits, share-based compensation, and other related costs for individuals involved in research and development activities; and

~~facilities and other expenses not directly tied to a program.~~ 25

•

costs associated with other research and development expenses including costs related to outside consultants, costs related to compliance with quality and regulatory requirements, payments made under third-party licensing agreements, and costs related to facilities, supplies, rent, insurance, certain legal fees.

We expense research and development costs as incurred. We recognize direct development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our vendors or our estimate of the level of service that has been performed at each reporting date. Payments for these development activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our financial statements as prepaid expenses or accrued expenses.

A significant portion of our research and development costs to date have been third-party costs, which we track on an individual product candidate basis after a clinical product candidate has been identified. Currently, our main clinical product candidate is detalimogene. Our indirect research and development costs are primarily personnel-related costs, facilities, and other costs. Employees and infrastructure are not directly tied to any one program and are deployed across our programs. As such, we do not track these costs on a specific program basis. We utilize third party contractors for our research and development activities and CMOs for our manufacturing activities and we do not have our own laboratory or manufacturing facilities.

and infrastructure are not directly tied to any one program and are deployed across our programs. As such, we do not track these costs on a specific program basis. We utilize third party contractors for our research and development activities and CDMOs for our manufacturing activities and we do not have our own laboratory or manufacturing facilities.

Research and development activities are central to our business model. Currently, the Company’s sole laboratory facility is located in Montreal, Quebec, Canada, and as such, a portion of the Company’s research and development and other operating expenses are incurred in Canada and denominated in the Canadian dollar. We expect that our research and development expenses will continue to increase for the foreseeable future as we progress our ongoing Phase 1/2 clinical trial for detalimogene, continue to discover and develop additional product candidates, expand our headcount and maintain, expand and enforce our intellectual property portfolio. If detalimogene or any future product candidates enter into later stages of clinical development, they will generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. There are numerous factors associated with the successful development and commercialization of any product candidates we may develop in the future, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. Additionally, future commercial and regulatory factors beyond our control will impact our clinical development program and plans.

The duration, costs, and timing of clinical studies and development of our product candidate will depend on a variety of factors, any of which could mean a significant change in the costs and timing associated with the development of our product candidate including:

•

the scope, rate of progress, and expense of our ongoing as well as any additional clinical studies and other research and development activities we undertake;

•

future clinical study results;

•

uncertainties in clinical study enrollment rates;

•

new manufacturing processes or protocols that we may choose to or be required to implement in the manufacture of our drug substance and drug product;

•

regulatory feedback on requirements for regulatory approval, as well as changing standards for regulatory approval; and

•

the timing and receipt of any regulatory approvals.

Any changes in the outcome of any of these variables with respect to the development of detalimogene or any future product candidates in nonclinical and clinical development could mean a significant change in the costs and timing associated with the development of these product candidates. For example, if the FDA or another regulatory authority were to delay our planned start of clinical trials or require us to conduct clinical trials or other testing beyond those that we currently expect, or if we experience significant delays in enrollment in any clinical trials following the applicable regulatory authority’s acceptance and clearance, we could be required to expend significant additional financial resources and time to complete clinical development than we currently expect. We may never obtain regulatory approval for any product candidates that we develop.

The successful development of detalimogene or any product candidates we may develop in the future is highly uncertain. Therefore, we cannot reasonably estimate or know the nature, timing, and estimated costs of the efforts that will be necessary to complete the development and commercialization of detalimogene and any other product candidates we may develop. We are also unable to predict when, if ever, material net cash inflows will commence from the sale of detalimogene or any future product candidate, if approved. This is due to the numerous risks and uncertainties associated with product development.

General and Administrative

General and administrative expenses consist primarily of personnel-related expenses, including salaries, benefits, and share-based compensation expenses for personnel in executive and other administrative functions. Other significant general and administrative expenses include professional services, including legal, accounting and audit services, and other consulting fees, as well as facility costs not otherwise included in research and development expenses, insurance, and other operating costs.

We expect that our general and administrative expenses will continue to increase in the foreseeable future as our business expands to support our continued research and development activities, including our clinical trials. These increases will likely include increased costs related to the hiring of additional personnel and fees for outside consultants, among other expenses. In addition, if we obtain regulatory approval for our current product candidate or any product candidates we may develop in the future and do not enter into a third-party commercialization collaboration, we expect to incur significant expenses related to building a sales and marketing team to support product sales, marketing, and distribution activities.

Other (Income) Expense, Net

Interest Expense

Interest expense is made of interest paid on our term loans, as well as non-cash interest expense for amortization of our debt discounts.

Interest Income

Interest income is associated with our interest-bearing cash, cash equivalents, and marketable securities.

Other ~~expense~~ (income) expense, net

Other, net primarily consists of foreign exchange gains and losses.

Income Taxes

Since our inception, we have not recorded any income tax benefits for the net losses we have incurred in each period or for deductible temporary differences, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss carryforwards and tax credits will not be realized. As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, we have recorded a full valuation allowance against our deferred tax assets.

Critical Accounting Estimates

This management’s discussion and analysis is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosures during the reported periods. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in estimates, if any, will be reflected in the financial statements prospectively from the date of change in estimates. Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025. There were no material changes to our critical accounting policies through ~~July~~January 31, ~~2025~~2026 from those disclosed in our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025.

Results of Operations

Comparison of the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025

The following table summarizes our results of operations for each of the periods presented (in thousands):

Three Months Ended July 31,

Nine Months Ended July 31,

Three Months Ended January 31,

2025

2024

Change

2025

2024

Change

2026

2025

Change

Operating expenses:

Research and development

22,~~575~~255

1119,~~549~~974

112,~~026~~281

~~62,758~~

~~27,042~~

~~35,716~~

General and administrative

78,~~372~~930

56,~~210~~639

2,~~162~~291

~~20,926~~

~~17,800~~

~~3,126~~

Total operating expenses

2931,~~947~~185

1626,~~759~~613

134,~~188~~572

~~83,684~~

~~44,842~~

~~38,842~~

Loss from operations

2931,~~947~~185

1626,~~759~~613

134,~~188~~572

~~83,684~~

~~44,842~~

~~38,842~~

Other expenses (income), net:

Interest income

(2,~~233~~740

)

(32,~~380~~730

)

~~1,147~~(10

)

~~(7,451~~

)

~~(7,389~~

)

~~(62~~

)

Interest expense

~~758~~732

~~751~~752

7(20

)

~~2,244~~

~~2,042~~

~~202~~

Loss on extinguishment of debt

—488

—

—488

—

~~366~~

~~(366~~

)

Other expense (income), net

~~280~~87

47(37

)

~~233~~124

~~448~~

~~428~~

Total other income, net

(1,~~195~~433

)

(2,~~582~~015

)

~~1,387~~582

~~(4,759~~

)

~~(4,961~~

)

~~202~~

Net loss before income tax

2829,752

1424,~~177~~598

145,~~575~~154

~~78,925~~

~~39,881~~

~~39,044~~

Provision for (recovery of) income tax

239

(29

)

268

497

(38

)

535

Provision for income tax

—

(18

)

Net loss

2829,~~991~~752

1424,~~148~~616

145,~~843~~136

~~79,422~~

~~39,843~~

~~39,579~~

Research and Development expenses

The following table summarizes our research and development expenses for each of the periods presented (in thousands):

	Three Months Ended July 31,							Nine Months Ended July 31,
	Three Months Ended January 31,
	2025		2024		Change			2025		2024		Change
	2026		2025*		Change
Direct costs:
Research and Development expenses:
Detalimogene	$	15,641	$	8,750	$	6,891		$	44,105	$	17,917	$	26,188
Chemistry, Manufacturing and Controls	$	10,472	$	11,562	$	(1,090	)
Preclinical programs		153		315		(162	)		530		667		(137	)
Clinical Operations		4,059		3,565	$	494
Total direct research and development expenses		15,794		9,065		6,729			44,635		18,584		26,051
Personnel-related expenses, including stock-based compensation		6,394		3,799	$	2,595
Indirect costs:
Other research and development expenses		1,330		1,048	$	282
General research and platform personnel related costs		5,751		2,281		3,470			15,405		7,461		7,944
Total research and development expenses	$	22,255	$	19,974	$	2,281
Unallocated laboratory, facility support and patent costs		1,030		203		827			2,718		997		1,721
Total indirect research and development expenses		6,781		2,484		4,297			18,123		8,458		9,665
Total research and development expenses	$	22,575	$	11,549	$	11,026		$	62,758	$	27,042	$	35,716

~~Research~~* ~~and~~Certain ~~development~~amounts ~~expenses~~reported ~~increased~~in byprior ~~$11.0~~years ~~million~~have ~~from~~been ~~$11.5~~reclassified ~~million~~to ~~for~~conform ~~the three months ended July 31, 2024~~ to ~~$22.6 million for~~ the ~~three~~current ~~months~~year's ~~ended July 31, 2025~~presentation. ~~This increase was attributable to the following:~~

aResearch ~~$6.9~~and ~~million~~development ~~increase~~expenses inincreased ~~detalimogene~~by ~~direct~~$2.3 ~~expense~~million asfrom a$20.0 ~~result~~million offor ~~our~~the ~~increasing~~three ~~manufacturing~~months ~~and~~ended ~~clinical~~January ~~activities~~31, 2025 to ~~advance~~$22.3 ~~our~~million ~~LEGEND~~for ~~study~~the ofthree ~~detalimogene,~~months asended ~~well~~January as31, in2026. ~~preparation~~This ~~for~~increase ~~our~~was ~~planned~~attributable ~~Biologics~~to ~~License~~the ~~Application submission;~~ following:

•

a $32.56 million increase in personnel-related costs, asincluding ~~the~~a ~~Company~~$0.4 ~~hired~~million aincrease ~~number~~in ofstock-based ~~key~~compensation, ~~personnel~~driven toby ~~ramp~~increased upheadcount as the Company continues to scale its clinical operations, quality, medical affairs and manufacturing functions to support our LEGEND study of detalimogene, and increased bonus and contractor expenses; and

•

a $0.85 million increase in ~~unallocated~~clinical ~~laboratory,~~operations ~~facility~~resulted ~~support~~from ~~and~~our ~~patent~~increasing ~~costs~~clinical astrial ~~the~~activities ~~Company~~including ~~focuses~~complete toenrollment ~~advance~~of the ~~clinical~~pivotal ~~and~~cohort ~~preclinical~~of ~~pipelines.~~the Phase 2 LEGEND study of detalimogene in BCG-unresponsive NMIBC; partially offset by

•

~~Research~~a ~~and development expenses increased by~~ $351.71 million ~~from~~decrease ~~$27.0~~in ~~million~~detalimogene ~~for~~manufacturing ~~the~~activities ~~nine~~driven ~~months~~by ~~ended~~timing ~~July~~of ~~31,~~process ~~2024~~validation toactivities ~~$62.8~~as ~~million for~~ the ~~nine~~Company ~~months~~prepares ~~ended~~for ~~July~~our ~~31,~~planned ~~2025.~~Biologics ~~This~~License ~~increase~~Application ~~was~~("BLA") ~~attributable~~submission toin the ~~following:~~second half of 2026.

a $26.2 million increase in detalimogene direct expense as a result of our increasing clinical and manufacturing activities to advance our LEGEND study of detalimogene, as well as in preparation for our planned Biologics License Application submission;28

a $7.9 million increase in personnel-related costs as the Company hired a number of key personnel to ramp up its clinical operations, quality, medical affairs and manufacturing functions to support our LEGEND study of detalimogene; and

a $1.7 million increase in unallocated laboratory, facility support and patent costs as the Company focuses to advance the clinical and preclinical pipelines.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for each of the periods presented (in thousands):

	Three Months Ended July 31,							Nine Months Ended July 31,
	Three Months Ended January 31,
	2025		2024		Change			2025		2024		Change
	2026		2025*		Change
Personnel-related expenses	$	4,608	$	3,110	$	1,498		$	13,030	$	7,362	$	5,668
Personnel-related expenses, including stock-based compensation	$	5,142	$	3,611	$	1,531
Professional fees		1,150		489		661			3,298		4,566		(1,268	)
Other general and administrative expenses		3,788		3,028		760
Patent maintenance and legal fees		693		528		165			2,265		3,397		(1,132	)
Total general and administrative expenses	$	8,930	$	6,639	$	2,291
Other expenses		921		1,083		(162	)		2,333		2,475		(142	)
Total general and administrative expenses	$	7,372	$	5,210	$	2,162		$	20,926	$	17,800	$	3,126

26* Certain amounts reported in prior years have been reclassified to conform to the current year's presentation.

General and administrative expenses increased by $2.23 million from $56.26 million for the three months ended ~~July~~January 31, ~~2024~~2025 to $78.49 million for the three months ended ~~July~~January 31, ~~2025~~2026. This increase was primarily attributable to the following:

•

a $1.5 million increase in personnel-related expenses, including a $0.6 million increase in stock-based compensation, driven by the hiring of key general and administrative personnel and increased bonus and contractor expenses; and

•

a $0.78 million increase in ~~professional~~other ~~fees~~general and administrative expense, driven by ~~the~~increased ~~preparations~~facilities ~~for commercialization~~costs.

General and administrative expenses increased by $3.1 million from $17.8 million for the nine months ended July 31, 2024 to $20.9 million for the nine months ended July 31, 2025. This increase was primarily attributable to the following:

a $5.7 million increase in personnel-related expenses driven by the hiring of key general and administrative personnel; partially offset by

a $1.3 million decrease in professional fees driven by the transition of work to internal resources and higher costs in 2024 due to accounting and finance fees to support the first year operating as a public company;

a $1.1 million decrease in legal fees due to legal review of the PIPE financing and debt agreements and Form S-1 in 2024; and

$0.1 million decrease in other expenses primarily related to timing of office expenses associated with new lease.

Other Expense (Income), Net

Other income decreased by approximately $10.46 million from income of $2.60 million for the three months ended ~~July~~January 31, ~~2024~~2025 to income of $1.24 million for the three months ended ~~July~~January 31, ~~2025~~2026, primarily due to athe ~~$1.1~~loss ~~million~~on ~~decrease~~extinguishment inof ~~interest~~debt ~~income~~related ~~earned~~to in the ~~current~~Second ~~period~~Amendment ~~and~~of ~~$0.2~~the ~~million~~Term ~~increase~~Loan inwith ~~other~~Hercules ~~expense~~Capital, ~~primarily~~Inc. ~~related to foreign currency fluctuations~~("Hercules").

Other income decreased by approximately $0.2 million from income of $5.0 million for the nine months ended July 31, 2024 to income of $4.8 million for the nine months ended July 31, 2025, primarily due to a $0.2 million increase in interest expense on a larger debt balances and $0.4 million increase in other expense primarily related to foreign currency fluctuations partially offset by the $0.4 change on loss on extinguishment of debt.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have incurred significant losses in each period and on an aggregate basis. We have not yet commercialized any product candidates, and we do not expect to generate revenue from sales of any product candidates or from other sources for several years, if at all. As of ~~July~~January 31, ~~2025~~2026, we had cash, cash equivalents and marketable securities of approximately $~~224~~312.95 million, and we had an accumulated deficit of $~~334~~401.28 million. To date, the Company has not generated any revenues and has financed its liquidity needs primarily through PIPE financings, offering debt, and issuance of warrants.

Based on our current operating plans, we expect our cash, cash equivalents and marketable securities as of ~~July~~ January 31, ~~2025~~2026 will be sufficient to fund the Company’s operating expenses and debt obligations requirements for at least the next 12 months from the issuance date of the condensed consolidated financial statements included within this Quarterly Report, without giving effect to $27100.50 million we may be eligible to drawdown further under our debt facility with Hercules ~~and the $100.0 million limit under our Open Market Sale Agreement with Jefferies LLC~~, ~~which~~subject ~~was~~to ~~entered~~achieving ~~into~~the onmilestones ~~December 20, 2024~~therein. Our current operating plan is based on various assumptions. If we use our capital resources sooner than expected, we will evaluate reductions in expense or obtaining additional financing. This may include pursuing a combination of public or private equity offerings, debt financings, collaborations, strategic alliances or licensing arrangements with third parties. There can be no assurance that such financing will be available in sufficient amounts or on acceptable terms, if at all, and some could be dilutive to existing stockholders. If we are unable to obtain additional funding on a timely basis, we may be forced to significantly curtail, delay, or discontinue one or more of our planned research or development programs or be unable to expand our operations.

Funding Requirements

Our primary uses of capital are, and we expect will continue to be, research and development activities, compensation and related expenses and general overhead costs. We expect to continue to incur significant expenses and operating losses for the foreseeable future. We anticipate that our expenses will increase significantly in connection with our ongoing activities. As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy.

Because of the numerous risks and uncertainties associated with research, development, and commercialization of product candidates, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on, and could increase significantly as a result of many factors, including:

•

the initiation, timing, costs, progress and results of our planned clinical trials of detalimogene and any other product candidates we develop;

•

the scope, progress, results, and costs of our earlier-stage research programs, including the progress of preclinical development and possible clinical trials;

•

the scope, progress, results and costs of our research programs and preclinical development of any future product candidates we may pursue;

•

the cost of regulatory submissions and timing of regulatory approvals;

•

the progress of the development efforts of parties with whom we may in the future enter into collaborations and/or research and development agreements;

•

the timing and amount of milestone and other payments we are obligated to make under our Nature Technology Corporation Agreement or any future license agreements;

•

the cash requirements of any future acquisitions or discovery of product candidates;

•

our ability to establish and maintain collaborations, strategic partnerships or marketing, distribution, licensing or other strategic arrangements with third parties on favorable terms, if at all;

•

the costs to acquire or in-license any products, product candidates or technologies;

•

the costs associated with maintaining, expanding and protecting our intellectual property portfolio, including costs involved in prosecuting and enforcing patent and other intellectual property claims;

•

the costs of manufacturing detalimogene and any other product candidates we develop by third parties;

•

the cost of establishing commercial launch capabilities in anticipation of a potential regulatory approval of detalimogene or any other product candidates we develop;

•

the cost of commercialization activities if detalimogene or any future product candidates we develop are approved for sale, including marketing, sales and distribution costs;

•

our efforts to add operational, financial and management information systems, enhance existing operational, financial and management information systems and hire additional personnel, including personnel to support development of our product candidates, commercial launch preparation and commercialization efforts and our other operations as a public company; and

•

the costs of operating as a public company.

A change in the outcome of any of these or other variables with respect to the development of our lead candidates or any product or development candidate we may develop in the future could significantly change the costs and timing associated with our development plans. Further, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such operating plans.

Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings or other capital sources, which could include collaborations, strategic alliances or licensing arrangements. Adequate additional financing, if available, may not be available to us on acceptable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our existing shareholders may be diluted, and the terms of these securities may include liquidation or other preferences that could adversely affect the rights of such shareholders. Debt financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely impact our ability to conduct our business. If we raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research program or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide. Because of the numerous risks and uncertainties associated with product development, there is no assurance that we will ever be profitable or generate positive cash flow from operating activities.

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uncertainties associated with product development, there is no assurance that we will ever be profitable or generate positive cash flow from operating activities.

Cash Flows

Comparison of the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025

The following table provides information regarding our cash flows for each of the periods presented (in thousands):

	Nine Months Ended July 31,
	Three Months Ended January 31,
	2025			2024
	2026			2025
Net cash used in operating activities	$	(7428,~~277~~903	)	$	(2825,~~713~~696	)
Net cash used in investing activities		(65126,~~638~~297	)		(~~687~~84,964	)
Net cash provided by financing activities		~~(467~~141,660	)		~~205,556~~1
Effect of exchange rate changes on cash		1			1
Net increase in cash and cash equivalents	$	(140,381	)	$	176,157
Net decrease in cash and cash equivalents	$	(13,539	)	$	(110,658	)

Net Cash Used in Operating Activities

Net cash used in operating activities for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 was $7428.39 million and was primarily due to our net loss of $7929.48 million, partially offset by adjustments for non-cash charges totaling $53.54 million. Further changes were driven by a $02.45 million ~~decrease~~increase in net working capital adjustments.

Net cash used in operating activities for the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025 was $2825.7 million and was primarily due to our net loss of $3924.86 million, partially offset by adjustments for non-cash charges totaling $51.05 million. Further changes were driven by ~~the receipt of~~ a $2.16 million ~~refundable investment tax credit and a $4.0 million~~ increase in net working capital adjustments.

Net Cash Used in Investing Activities

Net cash used in investing activities for each of the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 was $65126.63 million and $085.70 million, respectively, consisting of net purchases of marketable securities and property and equipment.

Net Cash Provided by Financing Activities

Net cash ~~used~~provided by financing activities for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 was $0141.57 million, resulting from net proceeds of $0140.71 million ~~repayment~~related to the public offering and issuance of 12,558,823 common shares of the Company and 2,735,295 Pre-Funded Warrants to purchase common shares in November 2025, and $1.6 million of net proceeds related to the 2026 Term Loan ~~which~~and ~~was~~closing ~~partially~~of ~~offset~~the bySecond ~~the~~Amended ~~proceeds~~Loan ~~from~~Agreement ~~exercise~~with Hercules in January 2026. See Note 9 and Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report for discussion of ~~stock~~the ~~options~~public offering, and the terms and conditions of ~~$0.2~~the ~~million~~Hercules debt facility, respectively.

Net cash provided by financing activities for the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025 was ~~$205.6~~less ~~million,~~than ~~primarily resulting from~~ $~~200.~~0 ~~million received from the February 2024 PIPE financing, which was partially offset by $12~~.41 million ~~of issuance costs associated with the February 2024 PIPE financing, $22~~.5 million received from the Term Loan, which was offset by $9.4 million in principal repayments of the Prior Term Loan, $6.0 million from exercise of common share warrants, offset by $0.6 million in debt issuance costs paid as part of the Term Loan, and $0.6 million of SPAC transaction costs paid during the nine months ended July 31, 2024.

Contractual Obligations and Other Commitments

Notes Payable

The Company has entered into a debt facility with Hercules, under which we have drawn $2225.50 million and may be able to draw an additional $27100.50 million, subject to the terms and conditions of the ~~Hercules~~Second ~~Term~~Amended Loan Agreement with Hercules. Refer to disclosures in Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report for the terms and conditions of the Hercules debt facility, as well as the estimated cashflow payment requirements needed to satisfy the Company’s debt obligations as of ~~July~~January 31, ~~2025~~2026.

License Agreement with Nature Technology Corporation

On April 10, 2020, we entered into the License Agreement with NTC pursuant to which NTC granted us a worldwide non-exclusive, royalty-bearing and sublicensable license to certain patents and know-how relating to the Nanoplasmid™ vector backbone that is used in detalimogene voraplasmid to research, develop, make, use, import, sell and offer and sell, any gene and cell therapy products incorporating the Nanoplasmid™ vector backbone (excluding any such products in the field of dermatology). Unless terminated earlier, the License Agreement will continue until no valid claim of any licensed patent exists in any country. We can voluntarily terminate the License Agreement with prior notice to NTC. During the three months ended January 31, 2026 and 2025, the Company paid NTC $13 thousand related to the annual maintenance fee under the terms of agreement, respectively, and incurred $128.3 thousand related to the manufacturing payment under the License Agreement during the three months ended January 31, 2026.

2931

terminate the License Agreement with prior notice to NTC. During the three and nine months ended July 31, 2025 and 2024, the Company paid NTC $13 and $38 thousand related to the annual maintenance fee under the terms of agreement, respectively

For a more detailed description of this agreement, see Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report.

Lease Obligations

Our leases are comprised of all operating leases for Montreal, Canada, Boston, MA USA and Waltham, MA USA office space and Montreal, Canada lab space. ~~Please~~Refer ~~refer~~ to Note 13 to our condensed consolidated financial statements included elsewhere in this Quarterly Report for expenses related to the lease obligations in the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, future payment requirements, and the guaranty obligations under the lease agreements.

Purchase and Other Obligations

We enter into contracts in the normal course of business with CROs, CDMOs and other third-party vendors for nonclinical research studies and testing, clinical trials and testing and manufacturing services. Most contracts do not contain minimum purchase commitments and are cancellable by us upon written notice. Payments due upon cancellation consist of payments for services provided or expenses incurred, including those incurred by subcontractors of our suppliers.

The Company does not have material capital expenditure commitments as of ~~July~~January 31, ~~2025~~2026.

Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company” as defined by the JOBS Act. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected to opt out of such extended transition period. In addition, for so long as we are an emerging growth company, we are permitted and intend to take advantage of exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the initial public offering of Forbion European Acquisition Corporation, the special purpose acquisition company we merged with, which occurred on December 14, 2021, (b) in which we have total annual revenue of at least $1.23 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common shares held by non-affiliates exceeds $250 million as of the prior April 30, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common shares held by non-affiliates exceeds $700 million as of the prior April 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial reporting with that of other public companies difficult or impossible. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations including regarding executive compensation.

Recent Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and have determined that, other than as disclosed in Note 2 to the interim financial statements of this Quarterly Report, such standards will not have a material impact on our financial statements or do not otherwise apply to our operations.

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Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Outstanding Share Data

As of ~~September~~March 103, ~~2025~~2026, we had 5166,~~191~~989,~~771~~466 Common Shares issued and outstanding, restricted share units of 272,925 Common Shares, outstanding public warrants to purchase an additional 8,449,555 Common Shares, outstanding ~~stock~~warrants ~~options~~issued to ~~purchase~~Hercules anas ~~additional~~part ~~9,322,091~~of ~~Common~~our ~~Shares~~debt ~~and~~facility ~~outstanding ESPP~~ to purchase an additional 2103,~~000,000~~263 Common Shares., ~~The~~outstanding pre-funded warrants ~~amount~~to ~~listed~~purchase inan ~~the~~additional ~~foregoing~~2,735,295 ~~sentence excludes the Hercules~~ Common ~~Share~~Shares, ~~Warrants~~and ~~(as~~outstanding ~~described~~stock ~~above~~options ~~in Note 8~~ to ~~our~~purchase ~~condensed~~an ~~consolidated~~additional ~~financial~~12,076,920 ~~statements~~Common ~~included elsewhere in this Quarterly Report)~~Shares.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 3.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, management, under the supervision of and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer and principal accounting officer), carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to determine whether such disclosure controls and procedures provide reasonable assurance that information to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and such information is accumulated and communicated to management, including our principal executive and principal financial officers or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure.

As discussed in our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025, the Company previously concluded that material weaknesses, as defined under the Exchange Act, existed in our internal control over financial reporting for each of the fiscal years ended 2024, 2023 and 2022. ~~Although~~ ~~certain~~These ~~of these~~ material weaknesses were remediated as of October 31, ~~2024, three of these material weaknesses remain outstanding as of July 31,~~ 2025.

Based on our assessment, our management, including our principal executive officer and our principal financial officer, concluded that, as of ~~July~~January 31, ~~2025~~2026, our disclosure controls and procedures were ~~not~~ effective ~~due to the remaining unremediated material weaknesses in internal controls over financial reporting, as further described below~~.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. The following three material weaknesses in internal control over financial reporting remain unremediated as of July 31, 2025:

lack of formal policies, procedures and controls related to the design of internal controls over financial reporting, including risk assessment process and control activities for certain key financial reporting processes;

deficiency in design of general information technology controls, primarily related to program change management control and testing, user access control related to segregation of duties and access privileges, systems operations controls related to transfer, storage and recovery of data; and

lack of appropriate segregation of duties in the preparation and review of account reconciliations and journal entries.

Remediation Efforts

In response to the remaining material weaknesses described above, the Company is undertaking ongoing remediation efforts and implemented the following to address the material weaknesses:

established adequate review and approval processes and procedures based on roles and responsibilities of each team member;

implemented a risk assessment over financial reporting controls;

designed and implemented policy, procedures and controls around key business and financial reporting process;

enhanced software tools with adequate set up to ensure segregation of duties; and

engaged a professional accounting services firm to help with the documentation and assessment of our internal controls for complying with the Sarbanes-Oxley Act.

The Company has made significant progress in enhancing its internal controls over financial reporting. As part of our ongoing remediation efforts, we are actively testing the design and operational effectiveness of these controls.

Inherent Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures were developed through a process in which our management applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives. You should note that the design of any system of disclosure controls and procedures is based in part upon various assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

~~Other~~There ~~than the items discussed above, there~~ were no changes in our internal control over financial reporting (as defined in Rules 13a15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended ~~July~~January 31, ~~2025~~2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3233

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be involved in legal proceedings that arise in the regular course of our business. Our management believes that we are not currently involved in any legal proceedings that are likely to have a significant negative effect on our business. However, legal proceedings can negatively affect our business, financial condition, results, and future prospects, regardless of the outcome, due to costs associated with defense and settlement, as well as the diversion of management resources, among other factors.

Item 1A. Risk Factors.

We are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 1A. For a detailed discussion of our risk factors, see the information disclosed in Part 1, Item 1A. of our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Insider Adoption or Termination of Trading Arrangements.

During the fiscal quarter ended ~~July~~January 31, ~~2025~~2026, none of our directors or officers informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).

3334

Item 6. Exhibits.

ExhibitNumber		Description
10.1		99 High Street Office Lease, dated June 4, 2025, by and between 99 High Street Owner LLC and enGene USA, Inc. (incorporated by reference to Exhibit 10.1 of enGene's Current Report on Form 8-K filed with the SEC on June 9, 2025).
4.1		Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to enGene’s Current Report on Form 8-K filed with the SEC on November 14, 2025).
10.2		Lease Agreement Guaranty, dated June 4, 2025, by enGene Holdings Inc. in favor of 99 High Street Owner LLC (incorporated by reference to Exhibit 10.2 of enGene's Current Report on Form 8-K filed with the SEC on June 9, 2025).
4.2		Form of 2026 Closing Date Warrant to Purchase Common Shares of enGene Holdings Inc. (incorporated herein by reference to Exhibit 4.1 to enGene’s Current Report on Form 8-K filed with the SEC on January 21, 2026).
10.3		Employment Agreement, dated May 21, 2025, by and between enGene USA, Inc. and Amy Pott (incorporated by reference to Exhibit 10.2 of enGene's Quarterly Report on Form 10-Q filed with the SEC on June 12, 2025).#
10.1		Second Amendment, dated January 20, 2026, to Amended and Restated Loan and Security Agreement dated December 22, 2023, by and among enGene Holdings Inc., enGene Inc. and enGene USA, Inc., as borrower, Hercules Capital, Inc., as agent and lender, and the lenders from time to time party thereto, as amended(incorporated herein by reference to Exhibit 10.1 to enGene’s Current Report on Form 8-K filed with the SEC on January 21, 2026)†+
10.4		Amended Employment Agreement, dated June 10, 2025, by and between enGene USA, Inc. and Ryan Daws (incorporated by reference to Exhibit 10.3 of enGene's Quarterly Report on Form 10-Q filed with the SEC on June 12, 2025).#
10.5		enGene Holdings Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of enGene's Current Report on Form 8-K filed with the SEC on June 10, 2025).
10.6*		Employment Agreement, dated July 8, 2025, by and between enGene USA, Inc. and Jill Buck
10.7*		Employment Agreement, dated July 8, 2025, by and between enGene USA, Inc. and Matthew Boyd
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

# Indicates a management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	enGene Holdings Inc.
Date: September 11, 2025	By:	/s/ Ronald H.W. Cooper
Date: March 9, 2026	By:	/s/ Ronald H.W. Cooper
		Name: Ronald H. W. Cooper
		Title: Chief Executive Officer and President
Date: September 11, 2025	By:	/s/ Ryan Daws
Date: March 9, 2026	By:	/s/ Ryan Daws
		Name: Ryan Daws
		Title: Chief Financial Officer

3536

Filing Compare · enGene Holdings Inc.