enGene Holdings Inc. 8-K

What Happened
enGene Holdings Inc. announced on March 9, 2026 that it entered into a sales agreement with Leerink Partners LLC to sell up to $100,000,000 of its common shares in an at‑the‑market (ATM) offering. The Shares are registered under the company’s effective Form S-3 registration statement (File No. 333-293597). The company also notified Jefferies LLC on February 27, 2026 that it terminated its prior Open Market Sale Agreement with Jefferies effective March 6, 2026; no shares were sold under that prior agreement and there are no termination penalties.

Key Details

• Offering size: up to $100,000,000 of common shares through Leerink Partners (ATM sales).
• Sales agent fee: up to 3.0% of gross proceeds; company will reimburse certain specified expenses and provide customary indemnification.
• Sales mechanics: Leerink will use commercially reasonable efforts, consistent with its practices and applicable rules, to sell shares on the company’s instructions; neither party is obligated to sell or buy any shares.
• Limitations: Shares will not be offered or sold in Canada or knowingly to residents of Canada; offering will be made pursuant to the company’s effective Form S-3 registration.

Why It Matters
This ATM gives enGene a flexible way to raise up to $100 million of capital over time as market conditions and company needs permit. For investors, the important facts are potential future dilution (depends on if and when shares are sold), the cost of capital (up to 3% sales commission plus expenses), and uncertainty on timing and amount because sales are at the company’s discretion and market-dependent. The filing also indicates the company replaced a previously unused ATM with Jefferies, so this is a replacement financing vehicle rather than an additional committed borrowing.