UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~D.C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): January 20, 2026~~REPORT

~~enGene~~Pursuant ~~Holdings~~to ~~Inc.~~Section 13 or 15(d) of the Securities Exchange Act of 1934

~~(Exact~~Date ~~name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest ~~Its~~event ~~Charter~~reported): March 9, 2026

British Columbia	001-41854	Not applicable
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
4868 Rue Levy, Suite 220
Saint-Laurent, Quebec, Canada		H4R 2P1
(Address of Principal Executive Offices)		(Zip Code)

enGene Holdings Inc.

~~Registrant’s~~(Exact ~~Telephone~~name ~~Number,~~of ~~Including~~Registrant ~~Area~~as ~~Code:~~Specified ~~514~~in ~~332-4888~~Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

     British Columbia

     001-41854

     Not applicable

     (State or Other Jurisdiction
of Incorporation)

     (Commission File Number)

     (IRS Employer
Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     4868 Rue Levy, Suite 220
Saint-Laurent, Quebec, Canada

     H4R 2P1

     (Address of Principal Executive Offices)

     (Zip Code)

~~☐Written~~Registrant’s ~~communications~~Telephone ~~pursuant~~Number, toIncluding ~~Rule~~Area ~~425~~Code: ~~under~~514 ~~the Securities Act (17 CFR 230.425)~~332-4888

~~☐Soliciting~~Not ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Applicable

~~☐Pre-commencement~~(Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~14d-2(b)~~if ~~under~~Changed ~~the~~Since ~~Exchange~~Last ~~Act (17 CFR 240.14d-2(b~~Report))

~~☐Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~13e-4(c)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.13e-4(c))~~the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities ~~registered~~Act (17 CFR 230.425) ☐ Soliciting material pursuant to ~~Section~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) ofunder the Exchange Act: (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	TradingSymbol(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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


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 Common Share	ENGNW	The Nasdaq Stock Market LLC

~~Emerging~~Indicate by check mark whether the registrant is an emerging growth company ☒as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

IfEmerging ~~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. ☒

~~Item~~If ~~1.01~~an ~~Entry~~emerging ~~into~~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) ~~Material~~of ~~Definitive~~the ~~Agreement~~Exchange Act. ☒

~~Second~~Item ~~Amendment~~1.01 Entry tointo ~~Amended~~a ~~and~~Material ~~Restated~~Definitive ~~Loan and Security~~ Agreement.

On ~~January~~March 209, 2026 ~~(the “Closing Date”)~~, enGene Holdings Inc. (the “Company”,) ~~and~~entered ~~together~~into ~~with~~a ~~its~~sales ~~subsidiaries~~agreement ~~enGene Inc. and enGene USA, Inc., collectively,~~ (the “~~Borrower~~Sales Agreement”) ~~entered~~with ~~into~~Leerink aPartners ~~Second~~LLC ~~Amendment~~ (~~the~~ “~~Second~~Leerink ~~Amendment~~Partners”), pursuant to ~~its~~which ~~Amended~~the ~~and~~Company ~~Restated~~may ~~Loan~~sell ~~and~~its ~~Security~~common ~~Agreement~~shares, ~~dated~~without ~~December~~par ~~22,~~value ~~2023,~~(the by“Common ~~and~~Shares”), ~~among~~from ~~the~~time ~~Borrower,~~to ~~Hercules~~time ~~Capital,~~through ~~Inc~~Leerink Partners., asThe ~~agent~~Shares ~~and~~(as ~~lender~~defined ~~(“Hercules”~~below) ~~and~~are ~~the~~registered ~~several~~with ~~banks~~the Securities and ~~other~~Exchange ~~financial~~Commission ~~institutions or entities~~ (~~with Hercules,~~ the “~~Lenders~~Commission”) ~~from~~pursuant ~~time~~ to ~~time~~the ~~parties~~Company’s ~~thereto~~effective ~~(as~~shelf ~~previously~~registration ~~amended~~statement byon ~~the~~Form ~~First~~S-3 ~~Amendment~~(File toNo. ~~Amended~~333-293597) ~~and~~(as ~~Restated~~amended ~~Loan~~ and/or ~~Security~~supplemented ~~Agreement,~~from ~~dated~~time ~~December~~to 18time, ~~2024,~~ the “~~Prior~~Registration ~~Loan Agreement~~Statement”;) ~~the~~that ~~Prior~~became ~~Loan~~effective ~~Agreement~~under asthe ~~amended~~Securities byAct ~~the~~of ~~Second Amendment~~1933, as amended (the “~~Amended~~Securities ~~Loan Agreement~~Act”). The ~~Second~~Company ~~Amendment~~will ~~modified~~file with the ~~Prior~~Commission ~~Loan~~a ~~Agreement~~prospectus tosupplement, ~~amongst~~dated ~~other~~March ~~things:~~9, ~~(i)~~2026, ~~increase~~to the ~~term~~base ~~loan~~prospectus ~~facility~~included ~~from~~in ~~$50~~the ~~million~~Registration upStatement, toin ~~$125~~connection ~~million~~with tothe beoffer ~~made~~and ~~available~~sale toof ~~the~~Common ~~Company~~Shares ~~upon~~pursuant to the ~~achievement~~Sales ofAgreement ~~certain~~having ~~milestones,~~an ~~(ii) extend~~aggregate ~~the~~offering ~~maturity~~price ~~date~~ of ~~the~~up ~~facility~~to $100,000,000 ~~and~~ (~~iii)~~the ~~provide for certain other updates~~“Shares”).

~~The~~Upon ~~Amended~~delivery ~~Loan~~of ~~Agreement provides for up to $125 million available for advances in multiple tranches (the “2026 Term Loans”), as follows: (i)~~ an ~~initial~~issuance ~~term~~notice ~~loan~~and ~~advance~~subject ~~(the “2026 Tranche 1 Advance”) of $25 million~~ to ~~refinance in full~~ the ~~term~~terms ~~loans~~and ~~outstanding~~conditions ~~under~~of the ~~Prior~~Sales ~~Loan~~ Agreement, ~~which~~Leerink ~~advance~~Partners ~~was~~will ~~issued~~use tocommercially ~~the~~reasonable ~~Borrower~~efforts onconsistent ~~the~~with ~~Closing~~its ~~Date;~~normal ~~(ii)~~sales anand ~~aggregate~~trading ~~principal~~practices, ~~amount~~applicable ofstate upand tofederal ~~$35 million~~law, ~~subject~~rules ~~to the achievement of the Clinical Milestone (as defined in the Amended Loan Agreement)~~ and ~~satisfaction of certain other conditions precedent~~regulations, and ~~continuing~~the ~~through~~rules ~~March~~of ~~31,~~The ~~2027;~~Nasdaq ~~(iii)~~Capital anMarket ~~aggregate~~to ~~principal~~sell ~~amount~~the ofShares upfrom totime ~~$20 million. subject~~ to ~~the~~time ~~achievement~~based ofupon the ~~specified~~Company’s ~~Approval~~instructions, ~~Milestone~~including ~~(as~~any ~~defined~~price, intime ~~the~~or ~~Amended~~size ~~Loan~~limits ~~Agreement)~~specified ~~and~~by ~~continuing through~~ the ~~earlier~~Company. ofUnder ~~(x) 90 days following~~ the ~~Approval~~Sales ~~Milestone and (y) December 15~~Agreement, ~~2027;~~Leerink ~~(iv)~~Partners anmay ~~aggregate~~sell ~~principal~~the ~~amount~~Shares ofby upany tomethod ~~$20~~deemed ~~million. subject~~ to ~~the~~be ~~achievement~~an of“at the ~~specified~~market ~~Commercial~~offering” ~~Milestone (~~as defined in ~~the~~Rule ~~Amended Loan Agreement~~415(a) ~~and continuing through the earlier of~~ (x4) 90under ~~days following~~ the ~~Commercial~~Securities ~~Milestone~~Act, ~~and~~as ~~(y) December 15~~amended, ~~2028;~~or ~~and~~any ~~(v)~~other anmethod ~~uncommitted~~permitted ~~tranche~~by ~~subject~~law. Pursuant to the ~~Lenders’~~Sales ~~investment~~Agreement, ~~committee~~no ~~approval~~Shares ~~and~~will ~~satisfaction~~be ofoffered ~~certain~~or ~~other~~sold ~~conditions~~in ~~precedent~~Canada, ~~pursuant~~or toknowingly ~~which the Borrower may request from time~~ to ~~time~~a upperson toresident ~~and including the Amortization Date (as defined~~ in ~~the Amended Loan Agreement) that the Lenders make additional term loan advances to the Borrower in an aggregate principal amount of up to $25 million~~Canada.

The ~~2026~~Company ~~Term~~will ~~Loans~~pay ~~mature~~Leerink onPartners ~~January~~a 1,commission ~~2030~~of ~~(the~~up ~~“2026~~to ~~Term~~3.0% ~~Loan~~of ~~Maturity~~the ~~Date”). The~~gross ~~Borrowers~~proceeds ~~are~~of ~~required~~Shares tosold ~~pay~~pursuant to the ~~Lenders~~Sales ~~upon~~Agreement, ~~the~~and ~~earlier~~has ofagreed ~~(i)~~to ~~the~~provide ~~2026~~Leerink ~~Term~~Partners ~~Loan~~with ~~Maturity~~customary ~~Date;~~indemnification ~~(ii)~~and ~~payment~~contribution inrights. ~~full~~The ofCompany ~~the~~has ~~2026~~also ~~Term~~agreed ~~Loans;~~to orreimburse ~~(iii)~~Leerink ~~the~~Partners ~~date~~for ~~that~~certain ~~the~~specified ~~Secured~~expenses. ~~Obligations~~The ~~(as~~Company ~~defined~~is innot ~~the~~obligated ~~Amended~~to ~~Loan~~sell ~~Agreement)~~any ~~become~~Shares ~~due~~under ~~and~~the ~~payable~~Sales Agreement, anand ~~end~~Leerink ofPartners ~~term~~is ~~fee~~not ~~equal~~obligated to ~~5.95%~~purchase ofor ~~the~~sell ~~aggregate~~any ~~principal~~Shares ~~amount~~under of the ~~advances~~Sales ~~made~~Agreement. ~~for~~No ~~2026~~assurance ~~Term~~can ~~Loans. Advances~~be ~~under~~given ~~each~~that ~~tranche~~the ~~are~~Company ~~subject~~will tosell aany ~~facility~~Shares ~~charge~~under the Sales Agreement, ~~ranging~~or, ~~from~~if ~~0.50%~~it todoes, ~~0.75%~~as ofto the ~~aggregate~~price ~~principal~~or ~~amount~~number ~~advanced.~~of ~~The~~Shares ~~2026~~that ~~Term~~it ~~Loans~~sells, ~~bear~~or ~~cash~~the ~~interest~~dates ~~payable~~when ~~monthly~~such atsales anwill ~~annual~~take ~~rate~~place. ~~equal~~The tooffering of the ~~greater~~Shares ofpursuant ~~(a)~~to the ~~prime~~Sales ~~rate~~Agreement ofwill ~~interest~~terminate asupon ~~reported~~termination inof the ~~Wall~~Sales ~~Street~~Agreement ~~Journal~~by ~~plus~~the ~~2.25%~~Company ~~(capped~~or atLeerink ~~10.25%)~~Partners ~~and~~as ~~(b)~~permitted 9therein.~~25%.~~

~~Under~~The ~~the~~foregoing ~~Amended~~description ~~Loan~~of ~~Agreement,~~ the ~~Borrower~~Sales ~~has~~Agreement ~~granted~~is ~~Hercules~~not acomplete ~~security~~and ~~interest~~is ~~senior~~qualified toin ~~any~~its ~~current~~entirety ~~and~~by ~~future~~reference ~~debts and~~ to ~~any~~the ~~security~~full ~~interest~~text ~~in all~~ of ~~the~~such ~~Borrowers’ right~~agreement, ~~title,~~a ~~and~~copy ~~interest in, to and under all~~ of ~~the~~which ~~Borrowers’~~is ~~personal~~filed ~~property~~herewith ~~and other assets, including Intellectual Property (~~as ~~defined~~Exhibit in1.1 ~~and~~to ~~further~~this ~~described~~Current inReport ~~the~~on ~~Amended~~Form ~~Loan~~8-K ~~Agreement),~~and ~~subject~~is toincorporated ~~limited~~herein ~~exceptions,~~by ~~in order to secure its obligations thereunder~~reference.

The ~~Amended~~legal ~~Loan~~opinion ~~Agreement~~of ~~also includes certain other updates~~Blake, asCassels ~~further~~& ~~described~~Graydon inLLP ~~the~~relating ~~Second~~to ~~Amendment. Except as modified by~~ the ~~Second~~Shares ~~Amendment,~~being ~~all~~offered ~~other~~is ~~material~~filed ~~terms~~as ~~and~~Exhibit ~~conditions~~5.1 ofto ~~the~~this ~~Amended~~Current ~~Loan~~Report ~~Agreement~~on ~~remain~~Form ~~unchanged and in full force and effect~~8-K.

~~The~~This ~~foregoing~~Current ~~description~~Report ofon ~~the~~Form ~~Amended~~8-K ~~Loan~~shall ~~Agreement~~not ~~and~~constitute ~~the~~an ~~Second~~offer ~~Amendment~~to issell ~~qualified~~or inthe ~~its~~solicitation ~~entirety~~of byan ~~reference~~offer to buy any Shares under the ~~Second~~Sales ~~Amendment~~Agreement, ~~attached~~nor asshall ~~Exhibit~~there ~~10.1~~be toany ~~this~~sale ~~Current~~of ~~Report~~such onShares ~~Form~~in ~~8-K,~~any jurisdiction in which issuch ~~incorporated~~offer, ~~herein~~solicitation byor ~~reference.~~sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

~~2026~~Item ~~Warrants~~1.02 Termination of a Material Definitive Agreement.

In On ~~connection~~February ~~with~~27, ~~the Second Amendment~~2026, the Company ~~also~~delivered ~~agreed~~written tonotice ~~issue~~ to ~~the~~Jefferies ~~Lenders~~LLC inthat ~~connection~~effective ~~with~~as ~~each advance~~ of ~~2026~~March ~~Term~~6, ~~Loans warrants (the “~~2026, ~~Warrants”) to purchase that number of~~ the Company’s ~~common~~terminated ~~shares~~the asOpen ~~shall~~Market beSale ~~equal~~AgreementSM, todated ~~1.50%~~as of ~~the~~December ~~aggregate~~20, ~~principal~~2024 ~~amount of such 2026 Term Loan advance divided by~~ (the ~~2026~~“Prior ~~Warrant~~Sales ~~per~~Agreement”), ~~share~~that ~~exercise price of $9.18 (which exercise price equals~~ the ~~three-day~~Company ~~volume~~had ~~weighted~~previously ~~average~~entered ~~price~~into ~~for~~with ~~the~~Jefferies ~~three~~LLC, ~~(3)~~as ~~trading~~sales ~~days~~agent. ~~preceding~~The ~~the~~Company ~~Closing Date and~~ is not subject to ~~customary~~any ~~adjustments~~termination ~~under~~penalties ~~the~~related ~~terms~~to of the ~~2026~~termination ~~Warrants). Each 2026 Warrant is exercisable for a period~~ of ~~seven~~the ~~years~~Prior ~~from~~Sales ~~issuance~~Agreement. On ~~the~~Prior ~~Closing Date, the Company issued~~ to ~~the Lenders an aggregate number of 40~~termination,~~850~~ ~~2026~~no ~~Warrants~~Common ~~reflecting~~Shares ~~each~~were ~~Lender’s~~sold ~~pro~~pursuant ~~rata~~to ~~commitments under~~ the ~~Amended~~Prior ~~Loan~~Sales Agreement. inAs ~~connection~~a ~~with~~result of the ~~2026~~termination ~~Tranche~~of ~~1 Advance (~~the ~~“2026~~Prior ~~Closing~~Sales ~~Date~~Agreement, ~~Warrants”). Any 2026 Warrants which are subsequently issued following~~ the ~~Closing~~Company ~~Date~~will ~~shall~~not beoffer ~~substantially~~or insell ~~the~~any ~~form~~shares ofunder the ~~2026~~Prior ~~Closing~~Sales ~~Date Warrants~~Agreement.

~~Under~~A ~~the~~copy ~~terms~~ of the ~~Second~~Prior ~~Amendment,~~Sales Agreement was filed as Exhibit 1.2 to the ~~maximum~~Company’s ~~number~~Current ofReport ~~2026~~on ~~Warrants~~Form ~~and~~8-K ~~resultant~~dated ~~underlying~~December ~~common~~20, ~~shares~~2024. The description of the ~~Company~~Prior ~~that~~Sales ~~can~~Agreement contained in this Current Report on Form 8-K does not purport to be ~~issued~~complete and is ~~204,248~~qualified ~~(i.e.~~in ~~1.50%~~its entirety by reference to the copy of the ~~$125,000,000~~Prior ~~total~~Sales ~~commitment~~Agreement ~~amount~~filed ~~divided~~as byExhibit 1.2 to the ~~exercise~~Current ~~price~~Report ofon Form 8-K dated December 20, 2024.

$Item 9.1801. ~~price~~Financial ~~specified~~Statements ~~in the 2026 Closing Date Warrant), assuming no adjustments are made under the terms of the 2026 Warrants~~ and ~~further assuming the full amount of 2026 Term Loans are drawn~~Exhibits.

~~The~~(d) foregoing description of the 2026 Warrants is qualified in its entirety by reference to the form of 2026 Closing Date Warrant attached as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.Exhibits

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



Exhibit Number		Description

1.1		Sales Agreement, dated March 9, 2026, by and between enGene Holdings Inc. and Leerink Partners LLC.
5.1		Opinion of Blake, Cassels & Graydon LLP.
23.1		Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (Formatted as Inline XBRL).

~~The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.~~SIGNATURE

~~Item~~Pursuant ~~3.02~~to ~~Unregistered~~the ~~Sales~~requirements of ~~Equity~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02.


	ENGENE HOLDINGS INC.

Date: March 9, 2026	By:	/s/ Lee Giguere
	Name: Lee Giguere
	Title: Chief Legal Officer

The 2026 Closing Date Warrants were issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibits
4.1		Form of 2026 Closing Date Warrant to Purchase Common Shares of enGene Holdings Inc.*
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.*†+
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

† Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

+ Portions of this exhibit are redacted in accordance with Regulation S-K Item 601(b)(10)(iv).

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 hereunto duly authorized.

			ENGENE HOLDINGS INC.
Date:	January 21, 2026	By:	/s/ Ryan Daws
			Name: Ryan DawsTitle: Chief Financial Officer

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