Form 8-K
8-K — Neurogene Inc.
Accession: 0001404644-26-000030
Filed: 2026-04-20
Period: 2026-04-20
CIK: 0001404644
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
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8-K — ngne-20260420.htm (Primary)
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8-K
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 20, 2026
Neurogene Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-36327
98-0542593
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
535 W 24th Street, 5th Floor
New York, NY 10011
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (877) 237-5020
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.000001 par value NGNE
The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of April 20, 2026, the Board of Directors (the “Board”) of Neurogene Inc. (the “Company”), upon recommendation of the Board's Nominating and Corporate Governance Committee (the "Nominating Committee"), took action pursuant to the Company's Amended and Restated Bylaws to expand the Board to seven directors and appoint Christine Mikail, the Company’s President and Chief Financial Officer, to fill the vacancy created by that expansion. Ms. Mikail was appointed as a Class II director for a term that will expire at the 2028 annual meeting of the Company's stockholders.
Ms. Mikail has served as the Company’s President and Chief Financial Officer since December 2023, and as President and Chief Financial Officer of the Company’s wholly owned operating subsidiary, Neurogene Inc., a Nevada corporation (“Neurogene OpCo” and together with the Company, “Neurogene”), since September 2019 and as a member of the board of directors of Neurogene OpCo since December 2023. Ms. Mikail leads Corporate Strategy and Business Development, Portfolio Management, Operations, and Finance at the Company. Ms. Mikail brings over two decades of experience supporting biotechnology and pharmaceutical companies in corporate strategy and business development, operations, legal and finance capacities. Prior to her role as President and Chief Financial Officer of Neurogene, Ms. Mikail was Chief Administrative Officer and Head of External Business Development/Alliance Management and General Counsel at Axovant Sciences (which became Sio Gene Therapies Inc. (OTCMAKTS: SIOX)) from March 2015 to March 2017, where she was an integral member of the team that raised $362 million in the company’s initial public offering. Prior to Axovant, she held a variety of senior executive positions at NPS Pharmaceuticals, Inc., Dendreon Corporation, Eli Lilly and Company, and ImClone Systems. Ms. Mikail developed her life sciences focus as a corporate and securities lawyer at the international law firms of Reed Smith LLP and Wilmer Cutler Pickering Hale and Dorr LLP. Ms. Mikail received her B.A., cum laude, from Rutgers University and her J.D. from Fordham University School of Law in New York.
The Nominating Committee recommended Ms. Mikail for appointment to the Board based on her experience as an executive in the biotech industry, her knowledge of the Company, and her strategic, financial, transactional and operational expertise, among other qualifications. Ms. Mikail was not appointed as a director pursuant to any arrangement or understanding with any person, and is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
As an executive of the Company, Ms. Mikail will not receive any additional compensation for her role as a director of the Company.
Item 7.01 Regulation FD Disclosure
On April 20, 2026, the Company issued a press release announcing the appointment of Christina Shafer as Chief Commercial Officer of the Company and the appointment of Christine Mikail to the Board to fill a newly created vacancy on the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or Exhibit 99.1 be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
Press Release dated April 20, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NEUROGENE INC.
Date: April 20, 2026 By: /s/ Christine Mikail
Name: Christine Mikail
Title: President, Chief Financial Officer
EX-99.1
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Document
Neurogene Appoints Christy Shafer as Chief Commercial Officer and Christine Mikail, J.D., to Board of Directors
Ms. Shafer, a proven commercial leader in rare neurological diseases, will lead Neurogene’s commercial strategy and launch readiness for NGN-401 gene therapy for Rett syndrome
Ms. Mikail, President and CFO of Neurogene, adds strategic and operational leadership to the Board as Company advances key priorities
NEW YORK – April 20, 2026 – Neurogene Inc. (Nasdaq: NGNE), a clinical-stage company founded to bring life-changing genetic medicines to patients and families affected by rare neurological diseases, today announced the appointment of Christy Shafer as Chief Commercial Officer and the appointment of Christine Mikail, J.D., to its Board of Directors. Ms. Shafer brings more than 20 years of industry experience building and leading high-performing commercial organizations and launching therapies for rare neurological diseases. Ms. Mikail brings to the Board deep expertise in strategic transactions, capital formation, and corporate development, with a track record of building and positioning companies for long-term value creation.
“With the addition of Christy Shafer to Neurogene’s experienced executive team, we welcome a proven commercial leader with deep expertise in building organizations and executing rare neurological disease product launches to guide our commercial strategy and launch readiness for NGN-401, our gene therapy product for Rett syndrome,” stated Rachel McMinn, Ph.D., Founder and Chief Executive Officer of Neurogene. “Christine Mikail has deep strategic, financial, transactional, and operational expertise, along with a rigorous understanding of Neurogene’s business and long-term objectives. Her perspective and judgment will strengthen the Board as Neurogene continues to advance NGN-401 and prepares for its next phase of growth.”
Since joining Neurogene, Ms. Mikail has played a central role in shaping the Company’s long-term strategy, strengthening its financial foundation, and supporting advancement of its clinical and corporate objectives.
“I am honored to join Neurogene’s Board of Directors at this important stage in the Company’s evolution,” said Ms. Mikail. “I look forward to contributing my experience and perspective to Neurogene’s long-term strategy as a member of the Board.”
Christy Shafer most recently served as Senior Vice President and General Manager, North America, of Avidity Biosciences, a late-stage biotech developing RNA therapeutics for rare neuromuscular diseases that was acquired by Novartis. She was responsible for building and leading Avidity’s North America commercial organization in advance of its first U.S. product launches. Prior to Avidity, Ms. Shafer served as Chief Commercial Officer at Marinus Pharmaceuticals, where she built and led the commercial organization and launched Ztalmy®,
the first approved therapy for seizures associated with CDKL5 deficiency disorder, which led to Marinus Pharmaceuticals’ acquisition by Immedica Pharma. Previously, Ms. Shafer held leadership roles of increasing responsibility at Alexion Pharmaceuticals, where she supported multiple neurology launches, including Soliris® for generalized myasthenia gravis and neuromyelitis optica spectrum disorder, as well as earlier commercial leadership positions at Pacira Pharmaceuticals and Sanofi Biosurgery (formerly Genzyme). She holds a Bachelor of Life Science degree in Cell and Molecular Biology and Genetics from the University of Maryland, College Park, and completed postbaccalaureate studies in immunology and pharmacology.
“Neurogene’s differentiated approach to gene therapy represents a meaningful opportunity to transform outcomes for patients with devastating neurological diseases,” said Ms. Shafer. “I am thrilled to join this team at this inflection point and look forward to partnering across the organization to help deliver the capabilities, strategy, and infrastructure needed to support a successful launch and commercialization of NGN-401, if approved.”
About Neurogene
Neurogene (NASDAQ: NGNE) is a clinical-stage biotechnology company focused on developing life-changing genetic medicines for people and their families impacted by devastating neurological diseases. The Company is using a biology-first approach paired with optimized delivery to develop purpose-built genetic medicines, including programs powered by its novel and proprietary EXACT™ transgene regulation technology. Neurogene is advancing its lead gene therapy program, NGN-401, as a potential best-in-class, one-time treatment for Rett syndrome. For more information, visit neurogene.com or follow on LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release are made as of the date of this press release. Neurogene does not undertake any obligation to make any updates to these statements to reflect events that occur or circumstances that arise after the date of this press release, except as may be required under applicable U.S. securities law.
Statements in this press release which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current expectations and beliefs of the management of Neurogene, as well as assumptions made by, and information currently available to, management of Neurogene, including, but not limited to, statements regarding: the therapeutic potential and utility, efficacy and clinical benefits of NGN-401; the safety and tolerability profile of NGN-401; the potential for NGN-401 to be a best-in-class gene therapy for Rett syndrome; the potential for future approval for commercialization of NGN-401 as a treatment for Rett syndrome; commercial launch readiness for NGN-401; and the potential for success of the Embolden registrational clinical trial of NGN-401 for Rett syndrome. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words
such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” “on track,” and other similar expressions or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are based on current beliefs and assumptions that are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence, which could cause actual results to differ materially from anticipated results and many of which are outside of Neurogene’s control. Such risks, uncertainties and assumptions include those identified under the heading "Risk Factors" included in Neurogene’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 17, 2026, and other filings that the Company has made and may make with the SEC in the future. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that the contemplated results of any such forward-looking statements will be achieved. Forward-looking statements in this communication speak only as of the day they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by applicable law, Neurogene undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Company Contact:
Mike Devine
Executive Director, Corporate Communications
michael.devine@neurogene.com
Investor Contact:
Lina Li
Executive Director, Investor Relations
lina.li@neurogene.com
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