Offerings // Neurogene Inc.

NGNE offering history

Every offering-related filing in Neurogene Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 742 filings back to Jun 25, 2007.

Last executed offering

Jul 2, 2026

424B5 — priced deal (shares or notes)

Last registration (announced)

Mar 24, 2025

S-3 — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Jul 2, 2026	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jun 30, 2026	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Aug 11, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Apr 4, 2025	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Apr 1, 2025	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Mar 28, 2025	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Mar 24, 2025	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Dec 18, 2024	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Dec 16, 2024	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 2, 2024	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Nov 4, 2024	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Nov 13, 2023	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jul 18, 2023	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
May 18, 2022	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
May 9, 2022	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Nov 4, 2021	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Dec 21, 2020	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 11, 2020	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Jul 2, 2020	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jul 1, 2020	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Dec 19, 2019	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Dec 18, 2019	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Dec 17, 2019	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Aug 12, 2019	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Apr 6, 2018	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Mar 12, 2018	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Jan 20, 2017	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jan 19, 2017	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jan 6, 2017	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Sep 20, 2016	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Sep 19, 2016	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jan 26, 2016	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 21, 2015	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Sep 10, 2015	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Sep 8, 2015	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Apr 9, 2015	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Apr 9, 2015	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Apr 1, 2015	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Mar 7, 2014	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Mar 6, 2014	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin

NGNE offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full NGNE workspace →

NGNE offering FAQ

When did NGNE last execute an offering?

Per SEC filings, Neurogene Inc.'s most recent priced offering document is a 424B5 filed 2026-07-02. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did NGNE last announce or register an offering?

The most recent registration is a S-3 filed 2025-03-24. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.