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Stockholders’ Equity (Deficit)
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders’ Equity (Deficit) Stockholders’ Equity (Deficit)
Common stock and pre-funded warrants
In March 2025, the Company’s board of directors approved the Neurogene Inc. 2025 Inducement Plan, which reserves for issuance up to 500,000 shares of the Company’s common stock underlying inducement awards.
In April 2025, the Company entered into an exchange agreement with existing stockholders to exchange an aggregate of 667,500 shares of the Company’s common stock for pre-funded warrants to purchase an aggregate of 667,563 shares of the Company’s common stock at an exercise price of $0.001 per share. The exchange was executed to facilitate the investor’s beneficial ownership thresholds. The exchange was accounted for as an equity-for-equity transaction. The Company derecognized the common shares and recognized an equivalent value in pre-funded warrants, with no gain or loss recognized.
The Company has pre-funded warrants outstanding to purchase an aggregate of 6,792,559 shares of the Company’s common stock as of June 30, 2025. The pre-funded warrants are exercisable at any time for exercise prices ranging from $0.000001 to $0.001, except that the pre-funded warrants cannot be exercised by a holder if, after giving effect thereto, such holder would beneficially own more than 9.99% of the Company’s outstanding common stock, subject to certain exceptions. However, any holder may increase or decrease such percentage to any other percentage (not in excess of 19.99%) upon at least 61 days’ prior notice from the holder to the Company. The holders of the pre-funded warrants will not have the right to vote the shares underlying the pre-funded warrants on any matter except to the extent required by Delaware law. These warrants are classified as equity. Information on the outstanding warrants is as follows:
TypeExercise PriceAmountType of Financing
Common stock pre-funded warrant$0.000001 425,987Legacy pre-funded warrants outstanding
Common stock pre-funded warrant$0.000001 1,708,332December 2023 Preferred stock conversion
Common stock pre-funded warrant$0.000001 1,825,635December 2023 Pre-Closing
Common stock pre-funded warrant$0.001 2,165,042November 2024 private placement
Common stock pre-funded warrant$0.001 667,563April 2025 Common stock conversion
Total6,792,559
The Company has reserved shares of the Company’s common stock for future issuance as follows:
June 30,
2025		December 31,
2024
Unvested restricted stock units271,923 222,530 
Unvested performance stock units252,124 252,124 
Options outstanding2,125,498 1,387,556 
Shares available for future grant under the 2023 Equity Incentive Plan1,212,6481,458,188
Shares available for future grant under the 2025 Inducement Plan
458,900—
Shares available for future issuance under the 2023 Employee Stock Purchase Plan321,770173,223
Pre-funded warrants outstanding6,792,5596,124,996
Total common stock reserved11,435,4229,618,617