UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 15, 2024, Neurogene Inc. (the “Company”) appointed Donna Cochener as Senior Vice President, General Counsel. Ms. Cochener previously served as the Interim Chief Executive Officer and General Counsel of the Company when it was known as Neoleukin Therapeutics, Inc. and prior to the merger on December 18, 2023 between a wholly owned subsidiary of the Company and Neurogene Inc., a Nevada corporation. The Company has agreed to pay Ms. Cochener a base salary for 2024 of $370,000 on an annualized basis, and she will be eligible to receive an annual bonus based on performance of up to 35% of her actual salary for the year, provided she is still an employee of the Company at the time such bonuses are paid. Ms. Cochener has received an option grant to acquire 40,000 shares, to vest in accordance with the Company’s standard grant terms, with 25% of the option vesting on the one-year anniversary of her employment and the remainder vesting in equal monthly installments over the next 36 months, contingent on Ms. Cochener’s continued employment with the Company. Ms. Cochener does not have a written employment agreement with the Company at this time, and her prior consulting agreement with the Company, which was disclosed in the Company’s Current Report on Form 8-K dated December 13, 2023, was terminated by mutual agreement as of the date of her hire.
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.
| NEUROGENE INC. | ||||||
| Date: February 21, 2024 | By: | /s/ Christine Mikail | ||||
| Name: Christine Mikail | ||||||
| Title: President and Chief Financial Officer | ||||||