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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): July 7, 2025

enGene Holdings Inc.
(Exact name of registrant as specified in its charter)


British Columbia
 
001-41854
 
00-0000000
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

4868 Rue Levy, Suite 220
Saint-Laurent, Quebec
 
H4R 2P1
(Address of principal executive offices)
 
(Zip code)

Registrant's telephone number, including area code (514) 332-4888

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares
 ENGN
 NASDAQ
Warrants, each exercisable for one Common Share, at an exercise price of $11.50 per Common Share
 ENGNW
 NASDAQ

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))

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. ☒
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2025, Jasper Bos resigned as a director of the Board of Directors (the “Board”) of enGene Holdings Inc. (the “Company”), including as a member of any committee of the Board. Mr. Bos’ resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  Following such resignation, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Philip Astley-Sparke to the Board as a director to fill such vacancy effective as of July 8, 2025, with Mr. Astley-Sparke to serve for the remainder of Mr. Bos’s term expiring at the Company’s 2026 annual general meeting of the shareholders, or until Mr. Astley-Sparke’s successor is duly elected and appointed or his earlier death, resignation, or removal.

On July 8, 2025, following the appointment of Mr. Astley-Sparke, the Board increased its size from seven members to nine and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed William Grossman and Michael Heffernan to the Board as directors, each with a term expiring at the Company’s first annual general meeting of shareholders following his appointment, or until such director’s successor is duly elected and appointed or his earlier death, resignation, or removal.

The Board has not yet determined committee assignments for any of the newly appointed directors.

Each of Messrs. Astley-Sparke, Grossman and Heffernan will participate in the standard compensation plan for the Company’s independent directors, including eligibility to receive equity grants pursuant to the enGene Holdings Inc. Amended and Restated 2023 Incentive Equity Plan, included as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 19, 2024 (the “2024 Annual Report”), and will also enter into indemnification agreements with the Company substantially in the form of the indemnification agreement included as Exhibit 10.17 to the Company’s 2024 Annual Report.

There are no arrangements or understandings pursuant to which any of Messrs. Astley-Sparke, Grossman or Heffernan were selected as directors and no transactions between the Company and any of Messrs. Astley-Sparke, Grossman, or Heffernan that would be reportable under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On July 8, 2025, the Company issued a press release with respect to the resignation of Mr. Bos and appointment of Messrs. Astley- Sparke, Grossman, and Heffernan as members of the Board of the Company, as well as management promotions, including the promotions of Matthew Boyd and Jill Buck to Chief Regulatory Officer and Chief Development Officer, respectively. A copy of  the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
 
     
Exhibit Number
  
Description
   
  
104
  
Cover Page Interactive Data File (Formatted as Inline XBRL)


SIGNATURE
 
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.


 
ENGENE HOLDINGS INC.
 
 
Date: July 8, 2025
By:
 /s/ Ronald H. W. Cooper
 
Name: Ronald H. W. Cooper
 
Title: Chief Executive Officer


EX-99.1 2 exhibit99-1.htm



Exhibit 99.1
enGene Announces Board and Leadership Appointments to Support Commercial Readiness
Philip Astley-Sparke, William Grossman and Michael Heffernan join the Board
Management promotions strengthen clinical and regulatory operations
Matthew Boyd named Chief Regulatory Officer, Jill Buck Chief Development Officer, and Katherine Chan Executive Director, Urology Clinical Lead
BOSTON & MONTREAL – July 8, 2025 – enGene Holdings Inc. (Nasdaq: ENGN or “enGene” or the “Company”), a clinical-stage, non-viral gene-based immunotherapy company, today announced the appointment of three new members to its Board of Directors: Philip Astley-Sparke, William Grossman, M.D., Ph.D., and Michael Heffernan, R.Ph. Their combined experience across gene therapy, oncology, clinical development, and global product launches will support enGene’s strategic transition toward planned commercialization of its lead investigational therapy, detalimogene. In connection with the appointment of the new directors, Jasper Bos, Ph.D., stepped down from the Board.
As the Company begins to focus on preparing for planned regulatory filings and commercialization, the organization has promoted the following individuals: Matthew Boyd has been named Chief Regulatory Officer, Jill Buck has been named Chief Development Officer, and Katherine Chan, M.D., M.P.H., has been appointed Executive Director, Urology Clinical Lead.
“enGene is reaching a new stage, and we are thrilled to welcome such accomplished leaders to our Board and adjust our management team to help drive long-term growth,” said Ron Cooper, Chief Executive Officer of enGene. “Their collective experiences and insights will be invaluable as we continue to advance detalimogene toward planned commercialization. I am also deeply grateful to Jasper for his dedication and guidance throughout his tenure as a board member — his impact on enGene’s progress has been truly meaningful.”
Board Appointee Highlights:

 •
Philip Astley-Sparke – Co-Founder and Executive Chairman of Replimune Group, Inc., a company developing next generation oncolytic immunotherapies. Mr. Astley-Sparke has scaled multiple companies from early-stage development to Biologics License Application (BLA) with accompanying commercial preparations. Prior to Replimune, he was President and Chief Executive Officer of BioVex Inc (acquired by Amgen in 2011), which developed the first oncolytic vaccine to be approved by the Food and Drug Administration (FDA). Subsequent to BioVex/Amgen, Mr. Astley-Sparke was President of uniQure N.V., where he established the company’s U.S. infrastructure and served as the company’s Chairman from





2016 until 2021. He has served on numerous public and private boards and is currently Chairman of Synox Therapeutics Ltd.

 •
William Grossman, M.D., Ph.D. – Co-Founder and Head of Research and Development at Oncko, Inc. and former Senior Vice President, Oncology Therapeutic Area Head at Gilead Sciences, Inc. Prior to that, he held Chief Medical Officer roles at Arcus Biosciences and Bellicum Pharmaceuticals, and various leadership roles at AbbVie and Genentech/Roche. This included Group Medical Director, Cancer Immunotherapy at Genentech/Roche, where he was Global Development Team Leader for immuno-oncology combinations, including Tecentriq, across multiple therapeutic areas, and the MORPHEUS immunotherapy platform. Dr. Grossman brings hands-on clinical and regulatory experience across small molecules, large molecules, and cellular therapies.

•
Michael Heffernan, R.Ph. – A seasoned biotech entrepreneur and operator, Mr. Heffernan founded and served as President and Chief Executive Officer of Collegium Pharmaceutical, Inc. until June 2018, and later served as Chairman of the Board until 2025. He has successfully led multiple companies through growth stages, commercialization, and strategic transactions, including Onset Dermatologics—a dermatology company that he founded and spun out of Collegium to create PreCision Dermatology, which was later sold to Valeant. Mr. Heffernan held previous positions as co-founder and CEO of Clinical Studies Ltd., a pharmaceutical contract research organization that was sold to PhyMatrix Corp, and later served as CEO and Chairman of PhyMatrix Corp. He has also been an advisor, investor, and board member for a number of biopharma, medical device, and healthcare services companies. 
Management Promotions:

 •
Matthew Boyd – Has been promoted to Chief Regulatory Officer from his role as Senior Vice President, Regulatory Affairs, which he has held since September 2024. Mr. Boyd has over 25 years of experience in regulatory, quality, medical affairs, and commercialization. He has led the submission of numerous original and supplemental New Drug Applications (NDAs) and BLAs. His most recent approval was Bylvay for rare pediatric liver disease while at Albireo Pharma. Mr. Boyd and his team set a new industry benchmark with Bylvay, completing the NDA filing less than 60 days after the top-line data announcement. Prior to enGene, he was Vice President, Head of Regulatory Affairs and Quality Assurance at Zambon USA from 2023 to 2024. Before joining Zambon, Mr. Boyd held several senior roles at Albireo Pharma, Sobi, EMD Serono, Sanofi, and Bristol-Myers Squibb.

•
Jill Buck – Has been promoted to Chief Development Officer from her role as Senior Vice President, Clinical Development Operations, which she has held since September 2024. Ms. Buck has over 25 years of global experience in drug development across multiple treatment modalities, therapeutic areas, and phases of development from preclinical BLA






through Marketing Authorization Application (MAA) acceptance. She has led the successful completion of dozens of clinical trials and has been involved in multiple regulatory filings in the U.S. and internationally. Prior to joining enGene, she was Head, Clinical Development Operations, Rare Diseases at Ipsen from March 2023 to September 2024. Before her time with Ipsen, Ms. Buck held several senior roles in Clinical Development and Operations at Albireo Pharma, Ziopharm Oncology, and Synageva BioPharma.


•
Katherine Chan, M.D., M.P.H. – Has been promoted to Executive Director, Urology Clinical Lead, following her recent transition from academic urology to the biotech sector. Dr. Chan brings over 11 years of academic experience as a board-certified urologist and NIH-funded Principal Investigator. Prior to joining enGene, she served as Vice Chair of Research and Associate Professor of Urology at the University of North Carolina. She previously held the role of Assistant Professor of Urology at Indiana University School of Medicine. Dr. Chan completed her medical degree at Saint Louis University School of Medicine, urology residency at University Hospitals Case Medical Center in Cleveland, pediatric urology fellowship at Boston Children’s Hospital, and a Master of Public Health at Harvard University.
These appointments reflect enGene’s continued evolution and readiness to execute its long-term vision of delivering innovative, non-viral medicines to improve the quality of life for people with urological cancers. 
About Detalimogene
Detalimogene is a novel, investigational, non-viral gene-based immunotherapy for patients with high-risk, non-muscle invasive bladder cancer (NMIBC), including Bacillus Calmette-Guérin (BCG)-unresponsive disease. It is designed to be instilled in the bladder and elicit a powerful yet localized anti-tumor immune response.
Detalimogene was developed using the Company’s Dually Derivatized Oligochitosan® (DDX) platform, a technology designed to transform how gene therapies are accessed by patients and utilized by clinicians. Medicines developed with the DDX platform can potentially overcome the limitations of viral-based gene therapies, reduce complexities related to safe handling and cold storage, and streamline both manufacturing processes and administration paradigms.
Detalimogene has received Regenerative Medicine Advanced Therapy (RMAT) and Fast Track designations from the U.S. Food and Drug Administration (FDA) based on its potential to address the high unmet medical need for patients with BCG-unresponsive carcinoma in situ (CIS) NMIBC with or without resected papillary tumors who are unable to undergo cystectomy. The RMAT program is intended to expedite the development and review of regenerative medicine therapies for serious or life-threatening conditions, where preliminary clinical evidence suggests potential to






address unmet medical needs. Similarly, Fast Track designation is a process designed to facilitate the development and expedite the review of drugs to treat serious conditions and fill an unmet medical need.
About enGene
enGene is a clinical-stage biotechnology company mainstreaming genetic medicines through the delivery of therapeutics to mucosal tissues and other organs, with the goal of creating new ways to address diseases with high clinical needs. enGene’s lead program is detalimogene voraplasmid (also known as detalimogene, and previously EG-70) for patients with Non-Muscle Invasive Bladder Cancer (NMIBC), a disease with a high clinical burden. Detalimogene is being evaluated in the ongoing multi-cohort LEGEND Phase 2 study, which includes a pivotal cohort studying detalimogene in Bacillus Calmette-Guérin (BCG)-unresponsive patients with carcinoma in situ (CIS). Detalimogene was developed using enGene’s proprietary Dually Derivatized Oligochitosan (DDX) platform, which enables penetration of mucosal tissues and delivery of a wide range of sizes and types of cargo, including DNA and various forms of RNA.
To learn more, please visit enGene.com and follow us on LinkedIn, X and BlueSky.
Forward-Looking Statements
Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and “forward-looking information” within the meaning of Canadian securities laws (collectively, “forward-looking statements”). enGene’s forward-looking statements include, but are not limited to, statements regarding enGene’s management teams’ expectations, hopes, beliefs, intentions, goals, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate”, “appear”, “approximate”, “believe”, “continue”, “could”, “estimate”, “expect”, “foresee”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “would”, and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: the growth and business strategy of enGene, the Company’s future outlook, the expected contributions of the new directors and promoted executive officers, the potential regulatory approval and commercial launch of detalimogene, the future growth of enGene, the potential benefits of detalimogene, and the potential benefits of medicines developed with the DDX platform.
Many factors, risks, uncertainties and assumptions could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the Company’s ability to recruit and retain qualified scientific and management personnel, establish clinical trial sites and enroll patients in






its clinical trials, execute on the Company’s clinical development plans and ability to secure regulatory approval on anticipated timelines, and other risks and uncertainties detailed in filings with Canadian securities regulators on SEDAR+ and with the U.S. Securities and Exchange Commission (“SEC”) on EDGAR, including those described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (copies of which may be obtained at www.sedarplus.ca or www.sec.gov).
You should not place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. enGene anticipates that subsequent events and developments will cause enGene’s assessments to change. While enGene may elect to update these forward-looking statements at some point in the future, enGene specifically disclaims any obligation to do so, unless required by applicable law. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.
For media contact:
media@engene.com 

For investor contact:
investors@engene.com