| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ENGN | Common Shares | Award | +1.34M | 1.34M | Oct 31, 2023 | See Notes | F1, F2, F3, F9, F10 | |||
| transaction | ENGN | Common Shares | Award | +44.6K | 44.6K | Oct 31, 2023 | See Notes | F1, F2, F4, F9, F10 | |||
| transaction | ENGN | Common Shares | Award | +349K | 349K | Oct 31, 2023 | See Notes | F1, F2, F5, F9, F10 | |||
| transaction | ENGN | Common Shares | Award | +83.8K | 83.8K | Oct 31, 2023 | See Notes | F1, F2, F6, F9, F10 | |||
| transaction | ENGN | Common Shares | Award | +1.08M | 1.08M | Oct 31, 2023 | See Notes | F1, F2, F7, F9, F10 | |||
| transaction | ENGN | Common Shares | Award | +153K | 153K | Oct 31, 2023 | See Notes | F1, F2, F8, F9, F10 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ENGN | Warrants (right to buy) | Award | +115K | 115K | Oct 31, 2023 | Common Shares | 115K | See Notes | F1, F2, F9, F10, F11, F12, F13, F14, F15 | ||||
| transaction | ENGN | Warrants (right to buy) | Award | +3.83K | 3.83K | Oct 31, 2023 | Common Shares | 3.83K | See Notes | F1, F2, F9, F10, F11, F12, F13, F14, F16 | ||||
| transaction | ENGN | Warrants (right to buy) | Award | +38.3K | 38.3K | Oct 31, 2023 | Common Shares | 38.3K | See Notes | F1, F2, F9, F10, F11, F12, F13, F14, F17 | ||||
| transaction | ENGN | Warrants (right to buy) | Award | +9.21K | 9.21K | Oct 31, 2023 | Common Shares | 9.21K | See Notes | F1, F2, F9, F10, F11, F12, F13, F14, F18 | ||||
| transaction | ENGN | Warrants (right to buy) | Award | +146K | 146K | Oct 31, 2023 | Common Shares | 146K | See Notes | F1, F2, F9, F10, F11, F12, F13, F14, F19 | ||||
| transaction | ENGN | Warrants (right to buy) | Award | +20.7K | 20.7K | Oct 31, 2023 | Common Shares | 20.7K | See Notes | F1, F2, F9, F10, F11, F12, F13, F14, F20 |
| Id | Content |
|---|---|
| F1 | On October 31, 2023 (the "Closing Date"), the parties to the Business Combination Agreement, dated as of May 16, 2023 (as amended, the "Business Combination Agreement"), by and among Forbion European Acquisition Corp., a Cayman Islands exempted company and a special purpose acquisition corporation ("FEAC"), enGene Inc., a corporation incorporated under the laws of Canada ("enGene"), and enGene Holdings Inc. (the "Issuer" or "New enGene"), completed the transactions contemplated thereby, pursuant to which (i) each share of FEAC was exchanged on a one for one basis for a share of New enGene, and (ii) each share of enGene was exchanged for 0.1804799669 shares of New enGene, and each of FEAC and enGene became wholly-owned subsidiaries of New enGene. The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination". |
| F2 | Pursuant to the terms of the Business Combination, the shareholders of enGene received 0.1804799669 common shares of the Issuer ("Common Shares") for each share of enGene held by them immediately prior to the Closing Date. |
| F3 | Reflects Common Shares acquired pursuant to the Business Combination and consists of 1,341,790 Common Shares held by Lumira Ventures III, L.P. ("Lumira III"). |
| F4 | Reflects Common Shares acquired pursuant to the Business Combination and consists of 44,647 Common Shares held by Lumira Ventures III (International), L.P. ("Lumira III Int'l"). |
| F5 | Reflects Common Shares acquired pursuant to the Business Combination and consists of 348,686 Common Shares held by Lumira Ventures IV, L.P. ("Lumira IV"). |
| F6 | Reflects Common Shares acquired pursuant to the Business Combination and consists of 83,816 Common Shares held by Lumira Ventures IV (International), L.P. ("Lumira IV Int'l"). |
| F7 | Reflects Common Shares acquired pursuant to the Business Combination and consists of 1,077,386 Common Shares held by Merck Lumira Biosciences Fund, L.P. ("Merck-Lumira"). |
| F8 | Reflects Common Shares acquired pursuant to the Business Combination and consists of 152,974 Common Shares held by Merck Lumira Biosciences Fund (Quebec), L.P. ("Merck-Lumira B" and, together with Lumira III, Lumira III Int'l, Lumira IV, Lumira IV Int'l, and Merck-Lumira, the "Lumira Entities"). |
| F9 | Mr. Brunk is an executive officer of certain entities controlling and/or managing the Lumira Entities. Mr. Brunk disclaims beneficial ownership of the Common Shares and New enGene Warrants (as defined in the Business Combination Agreement) held by the Lumira Entities, except to the extent of his pecuniary interest therein, if any. Lumira III and Lumira III Int'l are controlled by their general partner, Lumira Ventures III GP, L.P., and managed by Lumira Capital Investment Management Inc. ("Lumira Mgmt"). Lumira Ventures III GP, L.P. is controlled by its general partners, Lumira III GP Inc. and Lumira III GP Holdings Co. Lumira IV and Lumira IV Int'l are controlled by their general partner, Lumira IV GP 2020 Inc., and managed by Lumira Mgmt. Merck-Lumira and Merck-Lumira B are controlled by their general partner, Lumira Capital GP, L.P., and managed by Lumira Mgmt. (Continued in following footnote). |
| F10 | (Continued from prior footnote). Lumira Capital GP, L.P. is controlled by its general partners, Lumira GP Inc. and Lumira GP Holdings Co. Mr. Brunk is an executive officer of each of Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira GP Inc., Lumira GP Holdings Co. and Lumira Mgmt. Each of Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira GP Inc., Lumira GP Holdings Co., Lumira Mgmt and Mr. Brunk may be deemed to beneficially own the securities held by the respective Lumira Entities, but each disclaims beneficial ownership except to the extent of their respective pecuniary interests therein, if any. The issuance of the securities to the Reporting Person was approved by the Issuer's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| F11 | As of the Closing Date, each whole New enGene Warrant entitles the registered holder to purchase one Common Share at a price of $11.50 per share, subject to adjustment. The New enGene Warrants will expire five years following the Closing Date, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. |
| F12 | The New enGene Warrants will become exercisable on 11/30/2023, provided however, that New enGene will not be obligated to deliver any Common Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the Common Shares underlying the New enGene Warrants is then effective and a prospectus relating thereto is current, subject to New enGene satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. (Continued in following footnote). |
| F13 | (Continued from prior footnote). No warrant will be exercisable and New enGene will not be obligated to issue a Common Share upon exercise of a warrant unless the Common Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the jurisdiction of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will New enGene be required to net cash settle any warrant. (Continued in following footnote). |
| F14 | (Continued from prior footnote). New enGene has agreed that as soon as practicable, but in no event later than 15 business days after the Closing Date, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Common Shares issuable upon exercise of the warrants, and New enGene will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the Closing Date. |
| F15 | Represents New enGene Warrants held by Lumira III that may be exercised to acquire 114,945 Common Shares. |
| F16 | Represents New enGene Warrants held by Lumira III Int'l that may be exercised to acquire 3,825 Common Shares. |
| F17 | Represents New enGene Warrants held by Lumira IV that may be exercised to acquire 38,301 Common Shares. |
| F18 | Represents New enGene Warrants held by Lumira IV Int'l that may be exercised to acquire 9,207 Common Shares. |
| F19 | Represents New enGene Warrants held by Merck-Lumira that may be exercised to acquire 145,603 Common Shares. |
| F20 | Represents New enGene Warrants held by Merck-Lumira B that may be exercised to acquire 20,673 Common Shares. |