Ademi LLP is investigating Neoleukin (Nasdaq: NLTX) for possible breaches of fiduciary duty and other violations of law in its private placement and its transaction with Neurogene.
In the transaction, pre-merger Neoleukin stockholders are expected to own approximately 16% of the combined company and pre-merger Neurogene stockholders (including those purchasing Neurogene shares in the concurrent private financing) are expected to own approximately 84% of the combined company. The transaction agreement unreasonably limits competing transactions for Neoleukin by imposing a significant penalty if Neoleukin accepts a competing bid. Neoleukin insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Neoleukin’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.