{"url_path":"/sec/engn/8-k/2026-06-18/item-2-05","section_key":"item-2-05","section_title":"Item 2.05 Costs Associated with Exit or Disposal Activities.","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/1980845/0001193125-26-275815-index.html","accession_number":"0001193125-26-275815","cik":"0001980845","ticker":"ENGN","issuer_name":"enGene Therapeutics Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1980845/0001193125-26-275815-index.html","primary_entity_key":"0001980845","primary_entity_name":"enGene Therapeutics Inc."},"word_count":518,"has_tables":true,"body_markdown":"## Item 2.05 Costs Associated with Exit or Disposal Activities.\n\nAs previously disclosed in the Company’s Original Form 8-K, effective June 14, 2026, the Company’s board of directors (the “Board”) approved a plan to reduce the Company’s workforce by approximately 50% to streamline operations and preserve cash. The Company is filing this amendment to the Original Form 8-K to disclose subsequent updates to the anticipated non-cash stock-based compensation expense expected to be incurred in connection with the strategic restructuring.\n\nSubsequent to the filing of the Original Form 8-K, on June 16, 2026, the Compensation Committee of the Board (the “Compensation Committee”) approved the issuance of performance-based equity retention awards under the Company’s Amended and Restated 2023 Incentive Equity Plan (the “Plan”) to certain executive employees and non-executive employees of the Company, to be issued in the form of (i) performance-based non-qualified stock options to purchase common shares of the Company (the “performance-based retention options”) and (ii) performance-based restricted share units (the “performance-based retention share units” and together with the performance-based options, the “performance-based equity retention awards”).\n\nSubject to the applicable recipient remaining actively employed and in good standing with the Company, aggregate performance-based equity retention awards (inclusive of the Executive Performance Option, as defined below) will vest based upon the achievement of two milestones: (i) confirmation from the Food and Drug Administration (the “FDA”) that the Company’s filing of the Biologics License Application (“BLA”) with the FDA with respect to detalimogene has been completed and accepted by the FDA, provided that such confirmation is received by the Company from the FDA no later than September 30, 2027 (the “BLA Milestone”), with approximately $1.4 million in non-cash stock-based compensation expense recognized upon vesting, and (ii) regulatory approval from the FDA with respect to detalimogene, provided that such regulatory approval is received by the Company from the FDA no later than December 31, 2028 (the “Approval Milestone” and together with the BLA Milestone, the “Milestones”), with approximately $1.4 million in non-cash stock-based compensation expense recognized upon vesting.\n\nWith the addition of these performance-based equity retention awards, which will vest, if at all, upon the achievement of the Milestones, the Company now estimates that it will incur restructuring costs of approximately $5.7 to $6.4 million in cash, consisting primarily of employee severance, benefits, and other related costs, as well as approximately $4.7 million to $5.0 million in non-cash stock-based compensation expense primarily associated with accelerated vesting of stock options, and that it will incur retention costs of up to approximately $1.7 million in cash in connection with the issuance of performance-based cash retention awards and up to approximately $2.8 million in non-cash stock-based compensation expense in connection with the vesting of performance-based equity retention awards.\n\nThe estimated charges that the Company expects to incur as a result of the restructuring are subject to several assumptions, and actual results may differ materially from these estimates. The Company may incur additional costs due to events associated with or resulting from the strategic restructuring and workforce reduction. The Company continues to expect to record the majority of these expenses in the second half of 2026."}