Is NGNE diluting shareholders?

Read three numbers together: shares outstanding over time (15.8M as of 2026-05-08), warrants that can convert into new shares (12.7M reported), and how much cash runway remains (~37.813535822113955 months). A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

Dilution profile // every instrument, one screen, from SEC filings

Neurogene Inc. (NGNE)

CIK 1404644 · all EDGAR filings →

Overall dilution risk

HIGHworst of 4 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

Offering ability

HIGHS-3 on file 2025-03-24

= is there a registration (S-1/S-3 family) on file without a later withdrawal

no structured fee data on the live registrations, so this is a yes/no, not a size

Overhead supply

HIGHwarrants = 80% of O/S

= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)

warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this

Historical dilution

LOW-64% O/S in 3y

= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative

a reverse-split-sized cliff is in this window; read the chart

Cash need

LOW~37.8 months of runway

= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Latest: 15.8M shares as of May 8, 2026 (10-Q). Share count fell from 44.0M to 9.4M between Aug 8, 2023 and Nov 10, 2023, a pattern consistent with a reverse split (roughly 1-for-5); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool

Warrants

Tranche	Warrants	Exercise price	Term	Notes
Pre Funded Warrants	6.8M	$0.000001	—	—

Tranches exactly as the company dimensioned them in its 10-Q filed May 12, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 12.7M underlying shares, as reported Dec 31, 2022 (10-K).

Reported exercise price: $0.000001 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $74,000 as of Mar 31, 2016.

Rough fully diluted estimate: 28.5M = 15.8M O/S + 12.7M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed May 12, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Registrations and offerings

S-3Mar 24, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

S-1Dec 2, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 3 executed · 0 registered.

EXECUTEDJul 2, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

EXECUTEDJun 30, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

EXECUTEDAug 11, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

EFFECTIVEApr 4, 2025SEC declared a registration effective — selling can beginEFFECT →

UPDATEApr 1, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEMar 28, 2025SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDMar 24, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →

UPDATEDec 18, 2024Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEDec 16, 2024SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDDec 2, 2024S-1 registration — capacity to sell shares, not a sale yetS-1 →

EXECUTEDNov 4, 2024Unregistered share sale disclosed (8-K item 3.02)8-K →

EFFECTIVENov 13, 2023SEC declared a registration effective — selling can beginEFFECT →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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