stocktools
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

2020-08-072026-05-08

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

TrancheWarrantsExercise priceTermNotes
Pre Funded Warrants6.8M$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.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding15.8MMay 8, 2026
+ Pre Funded Warrants (if exercised)6.8MMar 31, 2026
Fully diluted estimate22.6M+43.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

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.

Keep going: float checker · offering calendar · short-squeeze screener · full NGNE workspace